Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-40122 | ||
Entity Registrant Name | ARYA SCIENCES ACQUISITION CORP IV | ||
Entity Central Index Key | 0001838821 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1574672 | ||
Entity Address, Address Line One | 51 Astor Place, 10th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | 212 | ||
Local Phone Number | 284-2300 | ||
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value | ||
Trading Symbol | ARYD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 34,716,168.32 | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,799,016 | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,737,500 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 20,191 | $ 91,049 |
Prepaid expenses | 56,547 | 55,400 |
Total current assets | 76,738 | 146,449 |
Cash and investments held in Trust Account | 40,575,949 | 151,628,894 |
Total Assets | 40,652,687 | 151,775,343 |
Current liabilities: | ||
Accounts payable | 130,524 | 65,892 |
Accrued expenses | 9,837,703 | 5,994,774 |
Due to related party | $ 210,000 | $ 90,000 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Convertible promissory note - related party | $ 2,175,000 | $ 120,000 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Total current liabilities | $ 12,353,227 | $ 6,270,666 |
Deferred underwriting commissions | 2,616,250 | 2,616,250 |
Total liabilities | 14,969,477 | 8,886,916 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 3,690,831 and 14,950,000 shares subject to possible redemption at approximately $10.97 and $10.30 per share as of December 31, 2023 and 2022, respectively | 40,475,949 | 151,528,894 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (14,793,163) | (8,640,891) |
Total shareholders' deficit | (14,792,739) | (8,640,467) |
Total Liabilities and Shareholders' Deficit | 40,652,687 | 151,775,343 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common stock | 50 | 50 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common stock | $ 374 | $ 374 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities and Shareholders' Deficit | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.97 | $ 10.3 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 |
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 |
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 |
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss from Operations | ||
General and administrative expenses | $ 4,752,272 | $ 1,009,074 |
Loss from operations | (4,752,272) | (1,009,074) |
Interest earned on cash and investments held in Trust Account | 2,618,937 | 2,076,558 |
Net (loss) income | $ (2,133,335) | $ 1,067,484 |
Class A Ordinary Shares [Member] | ||
Loss from Operations | ||
Basic weighted average shares outstanding (in shares) | 6,071,500 | 15,449,000 |
Diluted weighted average shares outstanding (in shares) | 6,071,500 | 15,449,000 |
Basic net (loss) income per share (in dollars per share) | $ (0.22) | $ 0.06 |
Diluted net (loss) income per share (in dollars per share) | $ (0.22) | $ 0.06 |
Class B Ordinary Shares [Member] | ||
Loss from Operations | ||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Basic net (loss) income per share (in dollars per share) | $ (0.22) | $ 0.06 |
Diluted net (loss) income per share (in dollars per share) | $ (0.22) | $ 0.06 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 50 | $ 374 | $ 0 | $ (10,295,731) | $ (10,295,307) |
Beginning balance (in shares) at Dec. 31, 2021 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | 587,356 | 587,356 |
Net income (loss) | 0 | 0 | 0 | 1,067,484 | 1,067,484 |
Ending balance at Dec. 31, 2022 | $ 50 | $ 374 | 0 | (8,640,891) | (8,640,467) |
Ending balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (4,018,937) | (4,018,937) |
Net income (loss) | 0 | 0 | 0 | (2,133,335) | (2,133,335) |
Ending balance at Dec. 31, 2023 | $ 50 | $ 374 | $ 0 | $ (14,793,163) | $ (14,792,739) |
Ending balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (2,133,335) | $ 1,067,484 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on cash and investments held in Trust Account | (2,618,937) | (2,076,558) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,147) | 313,397 |
Accounts payable | 64,632 | (107,181) |
Accrued expenses | 3,842,929 | 227,665 |
Due to related party | 120,000 | 90,000 |
Net cash used in operating activities | (725,858) | (485,193) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (1,400,000) | 0 |
Cash withdrawn from Trust Account for redemption | 115,071,882 | 0 |
Net cash provided by financing activities | 113,671,882 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note - related party | 2,055,000 | 120,000 |
Redemption of Class A ordinary shares | (115,071,882) | 0 |
Offering costs paid | 0 | (45,000) |
Net cash used in financing activities | (113,016,882) | 75,000 |
Net change in cash | (70,858) | (410,193) |
Cash - beginning of the period | 91,049 | 501,242 |
Cash - end of the period | $ 20,191 | $ 91,049 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company”) was incorporated as a Cayman Islands exempted company on August 24, 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through December 31, 2023 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 5). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of Extension Amendment Proposal described below (as amended from time to time, the “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 (“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 law, 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares they hold in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Business Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the P If the Company has not completed a Business Combination within the Business Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Business Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Business Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Business Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Previous Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Previous Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2024 or a total of up to thirty-six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or the Amended and Restated Memorandum and Articles of Association have been amended prior thereto in order to further extend the Termination Date (see Note 9) (the “Extension Amendment Proposal”). In connection with the initial three-month extension from the Original Termination Date to the Previous Articles Extension Date the Sponsor made an initial deposit into the Trust Account of $420,000 in exchange for the Second Convertible Promissory Note (as defined below). In connection with any subsequent optional monthly extensions following the Previous Articles Extension Date, the Sponsor made deposits of $140,000 per month into the Trust Account, as provided for in the amendment to the Amended and Restated Memorandum and Articles of Association that was adopted on February 28, 2023. The Company approved one-month extensions on June 2, 2023, July 2, 2023, August 2, 2023, September 2, 2023, October 2, 2023, November 2, 2023 and December 2, 2023. In connection with the extensions on June 2, 2023, July 2, 2023, August 2, 2023, and September 2, 2023, the Company drew an aggregate amount of $560,000 from the Second Convertible Promissory Note in the principal amount of up to $1,680,000. In connection with the extensions on October 2, 2023, November 2, 2023 and December 2, 2023, the Company drew an aggregate amount of $420,000 from the Third Promissory Note (as defined below). The Company also drew additional funds under the Second Convertible Promissory Note and the Third Promissory Note in view of funding the Company’s ongoing working capital (for more information see Note 4). As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. On February 28, 2023, the Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882. Following the adoption of the Extension Amendment Proposal, the Company has 4,189,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. See “Note 9 – Subsequent Events” for more information on (i) additional redemptions in connection with the second amendment of the Amended and Restated Memorandum and Articles of Association to further extend the time period the Company has to consummate a Business Combination following March 2, 2024, and (ii) additional draws under the Third Promissory Note to fund additional one-month extensions that were approved subsequently to the date of financial statements included herein on January 2, 2024 and February 2, 2024. Going Concern As of December 31, 2023, the Company had $20,191 in its operating bank account and working capital deficit of $12,276,486. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $161,000 from the Sponsor pursuant to the Note (as defined in Note 4), the proceeds from the consummation of the Private Placement not held in the Trust Account, the First Convertible Promissory Note and the Second Convertible Promissory Note . , but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2023 and 2022, there were $2,175,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note, Second Convertible Promissory Note and Third Convertible Promissory Note (see Note 4 for additional information). The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Business Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Business Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Business Combination Period, nor do these financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine or the conflict in Israel and Palestine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has 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. 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 had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1) Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1) Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of 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 associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): 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 $ (1,320,475 ) $ (812,860 ) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22 ) $ (0.22 ) $ 0.06 $ 0.06 Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 – On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions . For more information on the waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, also see Note 1 above. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and reclassify the outstanding amount due to related party as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans that may have been extended to the Company by the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay any Working Capital Loans but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Except for the terms of the First Convertible Promissory Note, the Second Convertible Promissory Note and the Third Promissory Note, each as further described below, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to any other loans between the Company and the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except as described below, as of December 31, 2023 and 2022, the Company had no other outstanding borrowings under Working Capital Loans . On November 7, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Registration and Shareholders Rights Agreement”). Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Letter Agreement”). As of December 31, 2023 and 2022, there were $120,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note , respectively. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant the Registration and Shareholders Rights Agreement. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement. See Note 9 for information on the amendment to the Second Promissory Note that was adopted in connection with a proposed Business Combination. On April 18, 2023, June 2, 2023, July 6, 2023, August 2, 2023 and September 5, 2023, the Company withdrew an additional $400,000, $140,000, $140,000, $140,000 and $165,000, respectively, from the Second Convertible Promissory Note (see Note 1). As of December 31, 2023 and 2022, $1,585,000 and $0, respectively, were drawn under the Second Convertible Promissory Note. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $120,000 and $120,000 in general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had $210,000 and $90,000, respectively, included in due to related party on the balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to the Registration and Shareholders Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the Registration and Shareholders Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. See Note 9 for information on the Investor Rights Agreement that was executed in connection with a proposed Business Combination and that will replace the Registration and Shareholders Rights Agreement in connection with the closing of the proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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 August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the year ended December 31, 2022, the Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying value of the shares of Class A ordinary shares subject to redemption |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 - The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2023 and 2022, there were 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882 ) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 7 - Preference Shares - The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 4,189,831 and 15,449,000 Class A ordinary shares issued and outstanding, of which 3,690,831 and 14,950,000 shares, respectively, were subject to possible redemption and classified in temporary equity (see Note 6). Class B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were 3,737,500 Class B ordinary shares issued and outstanding (see Note 4) Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 – The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ — $ — Cash equivalents – 614 — — $ 151,628,894 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There was a transfer of U.S. Treasury securities to cash during the year ended December 31, 2023, the amount held in trust are no longer fair valued. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). There were no transfers between levels of the hierarchy for the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Extension Payments On January 2, 2024, the Company approved the eighth one-month extension of the Business Combination Period. In connection with this extension of the Business Combination Period to February 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $100,000 under the Third Promissory Note for general working capital purposes. On February 2, 2024, the Company approved the ninth one-month extension of the time during which it may consummate an initial business combination. In connection with this extension of the Business Combination Period to March 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $50,000 under the Third Promissory Note for general working capital purposes. The one-month extensions on January 2 2024 and February 2, 2024 are the eighth and ninth one-month extensions, respectively, permitted under the Amended and Restated Memorandum and Articles of Association. The Company’s Promissory Notes On February 8, 2024, the Company issued an unsecured convertible promissory note to the Sponsor (the “Fourth Promissory Note”), pursuant to which the Company may borrow $1,000,000 from the Sponsor for general corporate purposes and to fund the monthly deposits required to be made into the Trust Account in order to extend the time period during which the Company may consummate a Business Combination (the “Fourth Working Capital Loan”) in accordance with the Amended and Restated Memorandum and Articles of Association. The Fourth Working Capital Loan will not bear any interest. In the event that the Company does not consummate a Business Combination, the Fourth Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Fourth Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fourth Promissory Note). Any Working Capital Shares issuable upon conversion of the Fourth Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of the date of this Report, $540,000 was drawn under the Fourth Promissory Note. On February 13, 2024, the Company and the Sponsor entered into an amendment to the Second Convertible Promissory Note, pursuant to which the total principal amount up to $1,680,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. On February 13, 2024, the Company and the Sponsor amended and restated the Third Promissory Note to provide that the total principal amount loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. Business Combination Agreement On February 13, 2024, the Company, Aja Holdco, Inc., a Delaware corporation (“ListCo”), ARYA Merger Sub, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing”) is subject to certain customary conditions and risks. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each holder of Class B ordinary shares (the “Other Class B Shareholders” and with the Sponsor, the “Class B Shareholders”), including the Company’s directors and officers (together with the Class B Shareholders, the “Insiders”), ListCo and Adagio entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) each Class B Shareholder agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including the proposal to approve the Business Combination Agreement and the transactions contemplated thereby, (ii) each Class B Shareholder agreed to waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) each of the Insiders and the Company agreed to terminate the lock-up provisions contained in the certain letter agreement between the Company, the Sponsor and the directors and officers of the Company, and to replace such lock-up provisions with the transfer restrictions included in the Investor Rights Agreement (as defined below) and to waive the adjustment or anti-dilution protections contained in the Amended and Restated Memorandum and Articles of Association Adagio Stockholder Transaction Support Agreements Pursuant to the Business Combination Agreement , certain stockholders of Adagio entered into transaction support agreements (collectively, the “Adagio Transaction Support Agreements”) with and Adagio, pursuant to which such stockholders of Adagio agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Proposed Adagio Business Combination. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $45,000,000, which includes (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market and not to redeem such shares prior to the date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors, (iii) the contribution of $23,000,000 of 2023 Bridge Financing Notes to ListCo, and (iv) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million ( ), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, certain PIPE Investors will also be issued warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Warrants”) and/or Pre-Funded Warrants (as defined below). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. In connection with the PIPE Financing, certain PIPE Investors also committed to purchase pre-funded warrants, which are exercisable for a nominal exercise price of $0.01 (the “Pre-Funded Warrants,” and together with the Warrants, the “PIPE Warrants”). The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo will issue on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing (as defined below) being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months Closing Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, ListCo, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and Allegro Management LLC, as the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which ListCo and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guaranty ListCo’s obligation to repay the New Adagio Convertible Notes and all other obligations of ListCo under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of ListCo formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of ListCo issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, ListCo and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which ListCo will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), as soon as practicable, but in no event later than the Filing Deadline (as defined in the Convert Registration Rights Agreement). In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, ListCo will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If ListCo fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the terms of Section 2(e) of the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, ListCo will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in Section 2(e) of the Convert Registration Rights Agreement. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company , ListCo, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date. Adoption of Second Extension Amendment Proposal On February 27, 2024, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to the Amended and Restated Memorandum and Articles of Association to extend the Termination Date from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2025 or a total of up to forty-eight As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Second Extension Amendment Proposal. On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Concentration of Cash Balances | Concentration of Cash Balances The Company has 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. |
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 had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Trust Account | Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1) |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1) |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of 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 associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net (Loss) Income per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): 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 $ (1,320,475 ) $ (812,860 ) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22 ) $ (0.22 ) $ 0.06 $ 0.06 |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net (Loss) Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): 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 $ (1,320,475 ) $ (812,860 ) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22 ) $ (0.22 ) $ 0.06 $ 0.06 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882 ) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Assets Measured on Recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ — $ — Cash equivalents – 614 — — $ 151,628,894 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations, Initial Public Offering (Details) | 12 Months Ended | ||||||||||||||||||||
Mar. 02, 2024 USD ($) | Feb. 27, 2024 USD ($) Extension shares | Feb. 02, 2024 USD ($) | Jan. 02, 2024 | Dec. 02, 2023 USD ($) | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 USD ($) | Sep. 02, 2023 USD ($) | Aug. 02, 2023 USD ($) | Jul. 06, 2023 USD ($) | Jul. 02, 2023 | Jun. 02, 2023 USD ($) | Apr. 18, 2023 USD ($) | Feb. 28, 2023 USD ($) Extension shares | Mar. 02, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Business shares | Dec. 31, 2022 USD ($) shares | Feb. 13, 2024 USD ($) | Sep. 27, 2023 USD ($) | Aug. 08, 2022 | |
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Deferred offering costs associated with initial public offering | $ 8,800,000 | ||||||||||||||||||||
Deferred underwriting commissions | 5,200,000 | ||||||||||||||||||||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | ||||||||||||||||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 149,500,000 | $ 1,400,000 | $ 0 | ||||||||||||||||||
Unit price, Proposed Public Offering and Private Placement (in dollars per unit) | $ / shares | $ 10 | ||||||||||||||||||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||||||||||||||||||||
Number of times to extend period to consummate Business Combination | Extension | 9 | ||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | ||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | ||||||||||||||||||||
Temporary equity, carrying amount | $ 40,475,949 | $ 151,528,894 | |||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Number of operating businesses included in initial Business Combination | Business | 1 | ||||||||||||||||||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | ||||||||||||||||||||
Post-transaction ownership percentage of the target business | 50% | ||||||||||||||||||||
Percentage of Public Shares that can be redeemed without prior consent | 15% | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Period to cease operations if Business Combination is not completed within Combination Period | 10 days | ||||||||||||||||||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 36 months | ||||||||||||||||||||
Public Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 3,690,831 | ||||||||||||||||||||
Temporary equity, shares issued (in shares) | shares | 11,259,169 | ||||||||||||||||||||
Public Shares [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | ||||||||||||||||||||
Temporary equity, shares issued (in shares) | shares | 390,815 | ||||||||||||||||||||
Private Placement Units [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | 499,000 | |||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||||||||||||
Second Convertible Promissory Note [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||
Aggregate amount drawn | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||||||||||||
Second Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | |||||||||||||||||||
Principal amount | $ 1,680,000 | ||||||||||||||||||||
Second Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Aggregate amount drawn | $ 1,380,000 | ||||||||||||||||||||
Principal amount | $ 1,680,000 | ||||||||||||||||||||
Third Convertible Promissory Note [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | ||||||||||||||||||
Aggregate amount drawn | $ 420,000 | $ 470,000 | |||||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||||
Third Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | |||||||||||||||||||
Aggregate amount drawn | $ 140,000 | $ 140,000 | |||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Aggregate amount drawn | $ 161,000 | ||||||||||||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Aggregate amount drawn | 1,680,000 | ||||||||||||||||||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | 420,000 | ||||||||||||||||||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 111,000 | ||||||||||||||||||||
Sponsor [Member] | Amended and Restated Memorandum [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 140,000 | ||||||||||||||||||||
Sponsor [Member] | Amended and Restated Memorandum [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 111,000 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 4,189,831 | ||||||||||||||||||||
Temporary equity, carrying amount | $ 115,071,882 | ||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 499,000 | 499,000 | |||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 499,000 | 499,000 | |||||||||||||||||||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | ||||||||||||||||||||
Temporary equity, carrying amount | $ 4,358,804 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Number of times to extend period to consummate Business Combination | Extension | 11 | ||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | ||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | ||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | ||||||||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | ||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | ||||||||||||||||||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | ||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | ||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||
Initial Public Offering [Member] | Public Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 14,950,000 | ||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Deferred offering costs associated with initial public offering | $ 8,734,896 | ||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||
Over-Allotment Option [Member] | Public Shares [Member] | |||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations, Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Going Concern [Abstract] | ||
Cash at bank | $ 20,191 | $ 91,049 |
Working capital | 12,276,486 | |
Working capital loan outstanding amount | 2,175,000 | 120,000 |
Sponsor [Member] | ||
Going Concern [Abstract] | ||
Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | |
Loan proceeds | 161,000 | |
Sponsor [Member] | First and Second Convertible Promissory Note [Member] | ||
Going Concern [Abstract] | ||
Working capital loan outstanding amount | $ 2,175,000 | $ 120,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class A Ordinary Shares [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Income (loss) per Ordinary Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net (loss) income, as adjusted | $ (1,320,475) | $ 859,540 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 6,071,500 | 15,449,000 |
Diluted weighted average shares outstanding (in shares) | 6,071,500 | 15,449,000 |
Basic net (loss) income per ordinary share (in dollars per share) | $ (0.22) | $ 0.06 |
Diluted net (loss) income per ordinary share (in dollars per share) | $ (0.22) | $ 0.06 |
Class B Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net (loss) income, as adjusted | $ (812,860) | $ 207,944 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Basic net (loss) income per ordinary share (in dollars per share) | $ (0.22) | $ 0.06 |
Diluted net (loss) income per ordinary share (in dollars per share) | $ (0.22) | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||
Feb. 28, 2023 | Mar. 02, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |||
Deferred offering costs associated with initial public offering | $ 8,800,000 | ||
Deferred underwriting commissions | $ 5,200,000 | ||
Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 3,690,831 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 149,500,000 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 14,950,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 149,500,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 1,950,000 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 1,950,000 | ||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares and Private Placement Shares (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2023 | Mar. 02, 2021 | Jan. 04, 2021 | Feb. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Private Placement [Member] | |||||||
Private Placement Shares [Abstract] | |||||||
Holding period for transfer, assignment or sale of shares | 30 days | ||||||
Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Private Placement Shares [Abstract] | |||||||
Shares issued (in shares) | 4,189,831 | ||||||
Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Sponsor [Member] | Private Placement [Member] | |||||||
Private Placement Shares [Abstract] | |||||||
Shares issued (in shares) | 499,000 | ||||||
Share price (in dollars per share) | $ 10 | ||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||
Number of trading days | 20 days | ||||||
Trading day threshold period | 30 days | ||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ 12 | ||||||
Threshold period after initial Business Combination | 150 days | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||
Shares issued (in shares) | 3,737,500 | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||
Ownership interest, as converted percentage | 20% | ||||||
Number of shares no longer subject to forfeiture (in shares) | 487,500 | ||||||
Period to not transfer, assign or sell Founder Shares | 1 year | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Shares subject to forfeiture (in shares) | 487,500 | ||||||
Independent Directors [Member] | |||||||
Founder Shares [Abstract] | |||||||
Shares issued (in shares) | 90,000 | ||||||
Sponsor and Company Officers and Directors [Member] | Private Placement [Member] | |||||||
Private Placement Shares [Abstract] | |||||||
Holding period for transfer, assignment or sale of shares | 30 days |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans and Administrative Support Agreement (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Dec. 02, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 | Sep. 02, 2023 | Aug. 02, 2023 | Jul. 06, 2023 | Jul. 02, 2023 | Jun. 02, 2023 | Apr. 18, 2023 | Feb. 28, 2023 | Mar. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 27, 2023 | Nov. 07, 2022 | |
Related Party Loans [Abstract] | ||||||||||||||||
Working capital loan outstanding amount | $ 2,175,000 | $ 120,000 | ||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||
Administrative Support Agreement [Abstract] | ||||||||||||||||
General and administrative expenses | 4,752,272 | 1,009,074 | ||||||||||||||
Due to related party | $ 210,000 | $ 90,000 | ||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Second Convertible Promissory Note [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Loan proceeds | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | ||||||||||
Working capital loan outstanding amount | $ 1,585,000 | $ 0 | ||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||
Second Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Loan proceeds | $ 1,380,000 | |||||||||||||||
Borrowings Capacity | $ 1,680,000 | |||||||||||||||
Third Convertible Promissory Note [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Loan proceeds | $ 420,000 | 470,000 | ||||||||||||||
Borrowings Capacity | $ 900,000 | |||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | |||||||||||||
Additional amount drawn | $ 50,000 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Loan proceeds | 161,000 | |||||||||||||||
Sponsor [Member] | Maximum [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Loan proceeds | $ 1,680,000 | |||||||||||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Related party transaction | $ 300,000 | |||||||||||||||
Loan proceeds | $ 161,000 | |||||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||||||||
Administrative Support Agreement [Abstract] | ||||||||||||||||
Monthly fee | 10,000 | |||||||||||||||
General and administrative expenses | 120,000 | 120,000 | ||||||||||||||
Due to related party | 210,000 | 90,000 | ||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Conversion price (in dollars per share) | $ 10 | |||||||||||||||
Borrowings Capacity | $ 120,000 | |||||||||||||||
Sponsor [Member] | First Convertible Promissory Note [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Working capital loan outstanding amount | 120,000 | 120,000 | ||||||||||||||
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||
Conversion value | $ 1,500,000 | |||||||||||||||
Conversion price (in dollars per share) | $ 10 | |||||||||||||||
Borrowings outstanding | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||
Mar. 02, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 08, 2022 | Feb. 25, 2021 Demand | |
Registration Rights [Abstract] | |||||
Period for shares to become exercisable | 30 days | ||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount (in dollars per share) | $ / shares | $ 0.2 | ||||
Underwriting expense | $ 3,000,000 | ||||
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 | ||||
Deferred underwriting commissions | $ 5,200,000 | $ 2,616,250 | $ 2,616,250 | ||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | ||||
Gain from settlement of deferred underwriting commissions | $ 2,600,000 | ||||
Maximum [Member] | |||||
Registration Rights [Abstract] | |||||
Number of demands eligible security holder can make | Demand | 3 | ||||
Over-Allotment Option [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Sale of stock underwriter option term | 45 days | ||||
Shares issued (in shares) | shares | 1,950,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | Mar. 02, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | ||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,800,000) | |||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 8,147,540 | |||
Waiver of deferred underwriting commissions | 2,616,250 | |||
Redemption of Class A ordinary shares | $ (115,071,882) | 0 | ||
Adjustment for accretion of Class A ordinary shares subject to possible redemption | 4,018,937 | (587,356) | ||
Class A ordinary shares subject to possible redemption | $ 40,475,949 | $ 151,528,894 | ||
Class A Ordinary Shares [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 | ||
Class A ordinary shares subject to possible redemption | $ 115,071,882 | |||
Initial Public Offering [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds | $ 149,500,000 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,734,896) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 12 Months Ended | ||
Dec. 31, 2023 $ / shares shares | Feb. 28, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Stockholders' Deficit [Abstract] | |||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preference shares, shares issued (in shares) | 0 | 0 | |
Preference shares, shares outstanding (in shares) | 0 | 0 | |
Voting rights per share | one vote | ||
Stock conversion basis at time of business combination percentage | 20% | ||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | |||
Stockholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Voting rights per share | one vote | ||
Ordinary shares, shares issued (in shares) | 4,189,831 | 15,449,000 | |
Ordinary shares, shares outstanding (in shares) | 4,189,831 | 15,449,000 | |
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 | |
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 | |
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 | |
Class B Ordinary Shares [Member] | |||
Stockholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | 3,737,500 |
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Investments held in Trust Account [Abstract] | ||
Transfers in into Level 3 | $ 0 | |
Transfers out of Level 3 | 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | Maximum [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investment maturity period | 185 days | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 151,628,894 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 151,628,280 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Cash Equivalents - Money Market Funds [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 614 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash Equivalents - Money Market Funds [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Cash Equivalents - Money Market Funds [Member] | ||
Investments held in Trust Account [Abstract] | ||
Investments held in Trust Account | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | |||||||||||||||||||||||
Mar. 22, 2024 USD ($) | Mar. 02, 2024 USD ($) | Feb. 27, 2024 USD ($) Extension $ / shares shares | Feb. 13, 2024 USD ($) $ / shares shares | Feb. 08, 2024 USD ($) | Feb. 02, 2024 USD ($) | Jan. 02, 2024 | Dec. 02, 2023 USD ($) | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 USD ($) | Sep. 02, 2023 USD ($) | Aug. 02, 2023 USD ($) | Jul. 06, 2023 USD ($) | Jul. 02, 2023 | Jun. 02, 2023 USD ($) | Apr. 18, 2023 USD ($) | Feb. 28, 2023 USD ($) Extension shares | Mar. 02, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 27, 2023 USD ($) | Nov. 07, 2022 $ / shares | Jan. 04, 2021 $ / shares | |
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||||||||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | Extension | 9 | |||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | |||||||||||||||||||||||
Cash deposited in Trust Account | $ 149,500,000 | $ 1,400,000 | $ 0 | |||||||||||||||||||||
Temporary equity, carrying amount | $ 40,475,949 | $ 151,528,894 | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 36 months | |||||||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Shares issued (in shares) | shares | 4,189,831 | |||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 499,000 | 499,000 | ||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 499,000 | 499,000 | ||||||||||||||||||||||
Temporary equity, carrying amount | $ 115,071,882 | |||||||||||||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||
Public Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Temporary equity, shares issued (in shares) | shares | 11,259,169 | |||||||||||||||||||||||
Shares issued (in shares) | shares | 3,690,831 | |||||||||||||||||||||||
Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||||||||||
Loan proceeds | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | ||||||||||||||||||
Second Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Loan proceeds | $ 1,380,000 | |||||||||||||||||||||||
Principal amount | $ 1,680,000 | |||||||||||||||||||||||
Third Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | |||||||||||||||||||||
Loan proceeds | $ 420,000 | $ 470,000 | ||||||||||||||||||||||
Additional amount drawn | $ 50,000 | |||||||||||||||||||||||
Principal amount | $ 900,000 | |||||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Loan proceeds | $ 161,000 | |||||||||||||||||||||||
Sponsor [Member] | Maximum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Loan proceeds | 1,680,000 | |||||||||||||||||||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||||
Threshold period after initial Business Combination | 150 days | |||||||||||||||||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Cash deposited in Trust Account | 420,000 | |||||||||||||||||||||||
Sponsor [Member] | Amended and Restated Memorandum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Cash deposited in Trust Account | $ 140,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||
Number of trading days under convert registration rights agreement | 15 days | |||||||||||||||||||||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | |||||||||||||||||||||||
Temporary equity, carrying amount | $ 4,358,804 | |||||||||||||||||||||||
Subsequent Event [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | |||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | |||||||||||||||||||||||
Subsequent Event [Member] | Public Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Temporary equity, shares issued (in shares) | shares | 390,815 | |||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | |||||||||||||||||||||||
Subsequent Event [Member] | Private Placement Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | ||||||||||||||||||||||
Principal amount | $ 1,680,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Third Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | ||||||||||||||||||||||
Loan proceeds | $ 140,000 | $ 140,000 | ||||||||||||||||||||||
Additional amount drawn | $ 50,000 | $ 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Fourth Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Loan proceeds | $ 540,000 | $ 1,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Principal amount | 45,000,000 | |||||||||||||||||||||||
Additional Investment to Debt | $ 8,100,000 | |||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||
Exercise price of pre-funded warrants (In dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing [Member] | Maximum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Additional financing being raised prior to closing | $ 1,070,575 | |||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing [Member] | 2023 Bridge Financing Notes [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Principal amount | 23,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing [Member] | 2024 Bridge Financing Notes [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Convertible promissory note | 7,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing [Member] | New Adagio Convertible Notes [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Principal amount | $ 5,500,000 | |||||||||||||||||||||||
Cashless exercise of warrants issued (in shares) | shares | 937,500 | |||||||||||||||||||||||
Subsequent Event [Member] | Convertible Security Financing [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Principal amount | $ 20,000,000 | |||||||||||||||||||||||
Debt instrument, percentage | 13% | |||||||||||||||||||||||
Cashless exercise of warrants issued (in shares) | shares | 1,500,000 | |||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||
Cash price (in dollars per share) | $ / shares | $ 24 | |||||||||||||||||||||||
Term of debt | 3 years 9 months | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Shares issued to investors (in shares) | shares | 1,147,500 | |||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 24 | |||||||||||||||||||||||
Lock-up period beginning on the Closing Date | 365 days | |||||||||||||||||||||||
Lock-up period after the Closing Date | 6 months | |||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | Extension | 11 | |||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | |||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | |||||||||||||||||||||||
Threshold period after initial Business Combination | 150 days | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Shares forfeited (in shares) | shares | 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Amended and Restated Memorandum [Member] | ||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 56.20% |