Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | PLUM ACQUISITION CORP. I |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Central Index Key | 0001840317 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 94,703 | $ 86,401 |
Prepaid expenses | 50,853 | 43,631 |
Total current assets | 145,556 | 130,032 |
Investments held in Trust Account | 35,555,976 | 323,911,642 |
TOTAL ASSETS | 35,701,532 | 324,041,674 |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||
Accounts payable and accrued expenses | 4,587,330 | 2,640,756 |
Subscription liability | 1,567,406 | |
Total current liabilities | 7,736,027 | 3,875,756 |
Warrant liabilities | 1,643,271 | 379,217 |
Deferred underwriting commissions liabilities | 11,172,572 | |
TOTAL LIABILITIES | 9,379,298 | 15,427,545 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
Class A ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.92 and $10.15 redemption value as of December 31, 2023 and 2022, respectively | 35,555,976 | 323,911,642 |
SHAREHOLDERS’ DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 6,098,498 | |
Accumulated deficit | (15,333,039) | (15,298,312) |
TOTAL SHAREHOLDERS’ DEFICIT | (9,233,742) | (15,297,513) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | 35,701,532 | 324,041,674 |
Class A Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Ordinary Shares | 799 | |
Class B Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Ordinary Shares | 799 | |
Related Party | ||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||
Due to related party | 331,291 | 235,000 |
Convertible promissory note – related party | 1,000,000 | 1,000,000 |
Promissory Note – related party | $ 250,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | |||
Class A ordinary shares subject to possible redemption, redemption value (in Dollars per share) | $ 10.92 | $ 10.15 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | |||||
Preferred stock shares issued | |||||
Class A Ordinary Shares | |||||
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | 31,921,634 | 31,921,634 | |
Class A ordinary shares subject to possible redemption, redemption value (in Dollars per share) | $ 10.15 | $ 10.15 | $ 10.15 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 7,980,409 | 0 | |||
Ordinary shares, shares outstanding | 7,980,409 | 0 | |||
Class B Ordinary Shares | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
Ordinary shares, shares outstanding | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating expenses | $ 3,098,285 | $ 4,074,437 |
Loss from operations | (3,098,285) | (4,074,437) |
Other (expense) income: | ||
Change in fair value of warrant liabilities | (1,264,054) | 8,973,522 |
Change in fair value of FPA | 308,114 | |
Issuance of FPA | (308,114) | |
Reduction of deferred underwriter fee payable | 328,474 | |
Interest Expense – Debt Discount | (759,768) | |
Termination Fee | 1,000,000 | |
Interest income – trust account | 4,758,906 | 4,679,040 |
Total other (expense) income, net | 3,063,558 | 14,652,562 |
Net (loss) income | $ (34,727) | $ 10,578,125 |
Class A Ordinary Shares Subject to Possible Redemption | ||
Other (expense) income: | ||
Weighted average shares outstanding (in Shares) | 9,858,573 | 31,921,634 |
Basic net (loss) income per ordinary share (in Dollars per share) | $ 0 | $ 0.27 |
Class A Ordinary Shares | ||
Other (expense) income: | ||
Weighted average shares outstanding (in Shares) | 2,405,055 | |
Basic net (loss) income per ordinary share (in Dollars per share) | $ 0 | |
Class B Ordinary Shares | ||
Other (expense) income: | ||
Weighted average shares outstanding (in Shares) | 5,575,354 | 7,980,409 |
Basic net (loss) income per ordinary share (in Dollars per share) | $ 0 | $ 0.27 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |||||||
Diluted net (loss) income per ordinary share | $ 0 | $ 0.27 | |||||
Class A Ordinary Shares | |||||||
Diluted net (loss) income per ordinary share | $ (0.03) | $ 0.09 | 0 | ||||
Class B Ordinary Shares | |||||||
Diluted net (loss) income per ordinary share | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | $ 0 | $ 0.27 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares Ordinary Shares | Class B Ordinary Shares Ordinary Shares | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 799 | $ (21,181,135) | $ (21,180,336) | |||
Balance (in Shares) at Dec. 31, 2021 | 7,980,409 | |||||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (4,695,302) | (4,695,302) | ||||
Net (loss) income | 10,578,125 | 10,578,125 | ||||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | |||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | |||||
Reduction of deferred underwriter fees | 10,844,098 | 10,844,098 | ||||
Issuance of Subscription Shares | $ 256,635 | |||||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (3,568,966) | (3,568,966) | ||||
Net (loss) income | (420,047) | (420,047) | ||||
Balance at Mar. 31, 2023 | $ 799 | 7,531,767 | (15,718,359) | (8,185,793) | ||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | |||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | |||||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | |||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | |||||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (4,355,287) | |||||
Net (loss) income | 2,132,353 | |||||
Balance at Jun. 30, 2023 | $ 799 | 6,912,413 | (13,165,959) | (6,252,747) | ||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | |||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | |||||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (5,439,596) | |||||
Net (loss) income | 1,794,302 | |||||
Balance at Sep. 30, 2023 | $ 799 | 6,319,277 | (13,504,009) | (7,183,933) | ||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | |||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | |||||
Reduction of deferred underwriter fees | 10,844,098 | 10,844,098 | ||||
Conversion of Class B shares to Class A shares | $ 799 | $ (799) | ||||
Conversion of Class B shares to Class A shares (in Shares) | 7,980,409 | (7,980,409) | ||||
Remeasurement adjustment of Class A ordinary shares to redemption value | (5,898,905) | (5,898,905) | ||||
Issuance of Subscription Shares | 1,153,305 | 1,153,305 | ||||
Net (loss) income | (34,727) | (34,727) | ||||
Balance at Dec. 31, 2023 | $ 799 | 6,098,498 | (15,333,039) | (9,233,742) | ||
Balance (in Shares) at Dec. 31, 2023 | 7,980,409 | |||||
Balance at Mar. 31, 2023 | $ 799 | 7,531,767 | (15,718,359) | (8,185,793) | ||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (786,320) | (786,320) | ||||
Net (loss) income | 2,552,400 | 2,552,400 | ||||
Balance at Jun. 30, 2023 | 799 | 6,912,413 | (13,165,959) | (6,252,747) | ||
Conversion of Class B shares to Class A shares | $ 799 | $ (799) | ||||
Conversion of Class B shares to Class A shares (in Shares) | 7,980,409 | (7,980,409) | ||||
Issuance of Subscription Shares | $ 491,176 | |||||
Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value | (1,084,311) | (1,084,311) | ||||
Net (loss) income | (338,050) | (338,050) | ||||
Balance at Sep. 30, 2023 | $ 799 | $ 6,319,277 | $ (13,504,009) | $ (7,183,933) |
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 | $ (34,727) | $ 10,578,125 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (4,758,906) | (4,679,040) |
Change in fair value of warrant liabilities | 1,264,054 | (8,973,522) |
Reduction of deferred underwriter fees | (328,474) | |
Issuance of FPA | 308,114 | |
Change in fair value of FPA | (308,114) | |
Interest expense – debt discount | 759,768 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (7,222) | 348,794 |
Due to related party | 96,291 | 120,000 |
Accounts payable and accrued expenses | 1,946,574 | 1,584,820 |
Net cash used in operating activities | (1,062,642) | (1,020,823) |
Cash Flows from Investing Activities: | ||
Extension payment deposit in Trust | (1,140,000) | |
Cash withdrawn for redemptions | 294,254,572 | |
Net cash provided by investing activities | 293,114,572 | |
Cash Flows from Financing Activities: | ||
Redemption of Class A ordinary shares | (294,254,572) | |
Proceeds from subscription liability | 1,960,944 | |
Proceeds from promissory note – related party | 250,000 | 1,000,000 |
Net cash (used in) provided by financing activities | (292,043,628) | 1,000,000 |
Net Change in Cash | 8,302 | (20,823) |
Cash – Beginning of period | 86,401 | 107,224 |
Cash – End of period | 94,703 | 86,401 |
Non-Cash investing and financing activities: | ||
Subsequent measurement of Class A ordinary shares to redemption amount | 5,898,905 | 4,695,302 |
Issuance of Subscription Shares | $ 1,153,306 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Plum Acquisition Corp. I (the “Company” or “Plum”) was incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As previously reported, on November As of December -operating The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”). On March 18, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the “Units), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, generating gross proceeds of $9,000,000, which is described in Note 4. The Company granted the underwriter a 45 -day -allotments The underwriter partially exercised the over -allotment A total of $19,216,340 was placed in a U.S. -based -allotment Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over -allotment -7 Shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the combination period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders (as defined below). The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote 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 all or a portion of their Public Shares upon the completion of the initial Business Combination at a per -share -outstanding FASB ASC The Company will have until June 18, 2024, to complete an initial Business Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share -outstanding Extraordinary General Meeting and Redemption of Shares On March 15, 2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which Plum has to consummate a business combination (the “Articles Extension”) from March 18, 2023 (the “Original Termination Date”) to June 18, 2023 (the “Articles Extension Date”) and to allow Plum, 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 Articles Extension Date, by resolution of Plum’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 18, 2024, or a total of up to twelve months after the Articles Extension Date, unless the closing of Plum’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (2) to amend the Articles to eliminate from the Articles the limitation that Plum may not redeem Class A ordinary shares to the extent that such redemption would result in Plum having net tangible assets (as determined in accordance with Rule 3a 51 -1 In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.23 per share, for an aggregate Redemption amount of $273,112,311.62. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s 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 the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination. On September 13, 2023, Plum held an Extraordinary General Meeting of its Shareholders (“September Shareholder Meeting”) (1) to amend the Articles to extend Articles Extension Termination Date from the Articles Extension Date to December 18, 2023 (the “Second 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 six times by an additional one month each time after the Second 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 June 18, 2024, or a total of up to nine months after the Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Second Extension Amendment Proposal”) and (2) to authorize a reduction in the funds held in the Trust Account to an amount equal to $20,000,000.00 (the “Trust Reduction”), which amount will be used to compulsorily redeem up to 3,228,218 Public Shares at a per -share -outstanding In connection with the vote to approve the Second Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B Ordinary Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one -for-one shares for cash at a redemption price of $10.72 per share, for an aggregate redemption amount of $21,142,260.78 (the “Redemption”). Upon completion of the Class B Conversion and the Redemption, 7,980,409 As approved by its stockholders at the extraordinary general meeting (the “EGM”), the Company filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) on October An aggregate of 1,972,625 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders’ vote at the EGM. Liquidity, Capital Resources, and Going Concern The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company Working Capital Loans (see Note 5). As of December 31, 2023 and 2022, the Company had $1,000,000 outstanding under Working Capital Loans. As of December In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205 -40 Further, management has determined that if the Company is unable to complete a Business Combination by June |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Restatement Background In connection with the preparation of the Company’s consolidated financial statements as of December 31, 2023, management determined it should restate its previously reported condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023. The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. The need for the restatement arose out of the results of certain financial analysis the Company performed in the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February 1, 2024, related to the Company’s Registration Statement on Form S -4 -in In connection with the changes listed above, the Company also restated its earnings per share. The restatement had no impact on the Company’s cash position or amount held in the trust account. The relevant unaudited interim financial information for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023, is included in Note 11, Quarterly Financial Information (Unaudited). The categories of misstatements and their impact on the previously issued financial statements are described in more detail in the tables below. As previously disclosed, the Company determined that its subscription liability, net of debt discount as of the aforementioned periods had been misstated. The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned financial statements is material. Description of Misstatements Misstatements Associated with Subscription Liability (a) The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. However, the subscription liability should not have been remeasured at fair value at each reporting period and should have been accounted for using the relative fair value method of accounting in accordance with ASC 470. The subscription liability recorded within the condensed consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (b) The debt discount corresponding to the subscription liability recorded within the condensed consolidated balance sheets was overstated, and the amortization of the debt discount within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (c) -in The correction of the subscription liability resulted in an increase in additional paid -in (d) The correction of the subscription liability and debt discount resulted in additional (expense) and income for certain periods as identified above. Description of Restatement Tables The impact of the revision on the Company’s financial statements is reflected in the following table: As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 Debt discount $ 4,372,334 $ (4,372,334 ) $ — Total assets $ 39,589,273 $ (4,372,334 ) $ 35,216,939 Subscription liability $ 9,191,162 $ (9,191,162 ) $ — Subscription liability, net of debt discount $ — $ 1,060,112 $ 1,060,112 Total current liabilities $ 14,676,822 $ (8,131,050 ) $ 6,545,772 Total liabilities $ 15,435,255 $ (8,131,050 ) $ 7,304,205 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Total shareholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 39,589,273 $ (4,372,334 ) $ 35,216,939 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023 Debt discount $ 2,479,445 $ (2,479,445 ) $ — Total assets $ 57,707,827 $ (2,479,445 ) $ 55,228,382 Subscription liability $ 1,946,467 $ (1,946,467 ) $ — Subscription liability, net of debt discount $ — $ 467,274 $ 467,274 Total current liabilities $ 7,382,247 $ (1,479,193 ) $ 5,903,054 Total liabilities $ 7,805,705 $ (1,479,193 ) $ 6,326,512 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Total shareholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 57,707,827 $ (2,479,445 ) $ 55,228,382 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 Subscription liability $ 800,746 $ (800,746 ) $ — Subscription liability, net of debt discount $ — $ 251,880 $ 251,880 Total current liabilities $ 6,533,748 $ (548,866 ) $ 5,984,882 Total liabilities $ 8,935,451 $ (548,866 ) $ 8,386,585 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,359 ) Total shareholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2023 Interest expense – debt discount $ (2,467,496 ) $ 2,188,483 $ (279,013 ) Change in fair value of subscription liability $ (2,079,310 ) $ 2,079,310 $ — Total other (expense) income, net $ (4,252,471 ) $ 4,267,793 $ 15,322 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023 Interest expense – debt discount $ (3,815,529 ) $ 3,401,585 $ (413,944 ) Change in fair value of subscription liability $ 557,645 $ (557,645 ) $ — Total other (expense) income, net $ 1,035,971 $ 2,843,940 $ 3,879,911 Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2023 Interest expense – debt discount $ (1,045,564 ) $ 939,148 $ (106,416 ) Change in fair value of subscription liability $ 2,655,232 $ (2,655,232 ) $ — Total other (expense) income, net $ 4,847,438 $ (1,716,084 ) $ 3,131,354 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023 Interest expense – debt discount $ (1,348,033 ) $ 1,213,102 $ (134,931 ) Change in fair value of subscription liability $ 2,636,955 $ (2,636,955 ) $ — Total other (expense) income, net $ 5,288,442 $ (1,423,853 ) $ 3,864,589 Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 Interest expense – debt discount $ (302,469 ) $ 273,954 $ (28,515 ) Change in fair value of subscription liability $ (18,277 ) $ 18,277 $ — Total other (expense) income, net $ 441,004 $ 292,231 $ 733,235 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Issuance of subscription shares $ — $ 491,176 $ 491,176 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Total stockholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2023 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Issuance of subscription shares $ — $ 166,965 $ 166,965 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Total stockholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,360 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Total stockholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 Interest expense – debt discount $ 3,815,529 $ (3,401,585 ) $ 413,944 Change in fair value of subscription liability $ (557,645 ) $ 557,645 $ — Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Issuance of subscription shares $ — $ 914,776 $ 914,776 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 Interest expense – debt discount $ 1,348,033 $ (1,213,102 ) $ 134,931 Change in fair value of subscription liability $ (2,636,955 ) $ 2,636,955 $ — Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Issuance of subscription shares $ — $ 423,600 $ 423,600 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 Interest expense – debt discount $ 302,469 $ (273,954 ) $ 28,515 Change in fair value of subscription liability $ 18,277 $ (18,277 ) $ — Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 As of September 30, 2023 As Restatement Restatement As ASSETS Cash $ 92,722 $ 92,722 Prepaid expense 27,550 27,550 Total current assets 120,272 120,272 Investments held in Trust Account 35,096,667 35,096,667 Debt discount 4,372,334 (4,372,334 ) b — TOTAL ASSETS $ 39,589,273 $ (4,372,334 ) $ 35,216,939 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,976,694 $ 3,976,694 Due to related party 258,966 258,966 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 9,191,162 (9,191,162 ) a — Subscription liability, net of debt discount — 1,060,112 a 1,060,112 Total current liabilities 14,676,822 (8,131,050 ) 6,545,772 Warrant liabilities 758,433 758,433 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 15,435,255 (8,131,050 ) 7,304,205 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 35,096,667 35,096,667 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 799 799 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 — — Additional paid-in capital 5,404,501 914,776 c 6,319,277 Accumulated deficit (16,347,949 ) 2,843,940 d (13,504,009 ) TOTAL SHAREHOLDERS’ DEFICIT (10,942,649 ) 3,758,716 (7,183,933 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 39,589,273 $ (4,372,334 ) $ 35,216,939 For the three months ended September 30, 2023 As Restatement Restatement As Formation and operating costs $ 353,372 $ 353,372 Loss from operations (353,372 ) (353,372 ) Other (expense) income: Change in fair value of warrant liabilities (334,975 ) (334,975 ) Change in fair value of subscription liability (2,079,310 ) 2,079,310 a — Change in fair value of Forward Purchase Agreement — — Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense – Debt Discount (2,467,496 ) 2,188,483 b (279,013 ) Interest income – trust account 629,310 629,310 Total other (expense) income, net (4,252,471 ) 4,267,793 15,322 Net (loss) income $ (4,605,843 ) $ 4,267,793 d $ (338,050 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,970,919 4,970,919 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 1,474,641 1,474,641 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class B ordinary shares 6,505,768 6,505,768 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) For the nine months ended September 30, 2023 As Restatement Restatement As Formation and operating costs $ 2,085,609 $ 2,085,609 Loss from operations (2,085,609 ) (2,085,609 ) Other (expense) income: Change in fair value of warrant liabilities (379,216 ) (379,216 ) Change in fair value of subscription liability 557,645 (557,645 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (3,815,529 ) 3,401,585 b (413,944 ) Interest income – trust account 4,344,597 4,344,597 Total other (expense) income, net 1,035,971 2,843,940 3,879,911 Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 12,083,753 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 526,181 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,454,228 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 As of June 30, 2023 As Restatement Restatement As ASSETS Cash $ 20,880 $ 20,880 Prepaid expense 52,885 52,885 Total current assets 73,765 73,765 Investments held in Trust Account 55,154,617 55,154,617 Debt discount 2,479,445 (2,479,445 ) b — TOTAL ASSETS $ 57,707,827 $ (2,479,445 ) $ 55,228,382 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,853,954 $ 3,853,954 Due to related party 331,826 331,826 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 1,946,467 (1,946,467 ) a — Subscription liability, net of debt discount — 467,274 a 467,274 Total current liabilities 7,382,247 (1,479,193 ) 5,903,054 Warrant liabilities 423,458 423,458 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 7,805,705 (1,479,193 ) 6,326,512 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $10.55 and $10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively 55,154,617 55,154,617 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022 799 799 Additional paid-in capital 6,488,812 423,601 c 6,912,413 Accumulated deficit (11,742,106 ) (1,423,853 ) d (13,165,959 ) TOTAL SHAREHOLDERS’ DEFICIT (5,252,495 ) (1,000,252 ) (6,252,747 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 57,707,827 $ (2,479,445 ) $ 55,228,382 For the three months ended June 30, 2023 As Restatement Restatement As Formation and operating costs $ 578,954 $ 578,954 Loss from operations (578,954 ) (578,954 ) Other (expense) income: Change in fair value of warrant liabilities 1,978,245 1,978,245 Change in fair value of subscription liability 2,655,232 (2,655,232 ) a — Change in fair value of Forward Purchase Agreement 633,205 633,205 Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense – Debt Discount (1,045,564 ) 939,148 b (106,416 ) Interest income – trust account 626,320 626,320 Total other (expense) income, net 4,847,438 (1,716,084 ) 3,131,354 Net (loss) income $ 4,268,484 $ (1,716,084 ) d $ 2,552,400 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 13,208,627 13,208,627 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 For the six months ended June 30, 2023 As Restatement Restatement As Formation and operating costs $ 1,732,236 $ 1,732,236 Loss from operations (1,732,236 ) (1,732,236 ) Other (expense) income: Change in fair value of warrant liabilities (44,241 ) (44,241 ) Change in fair value of subscription liability 2,636,955 (2,636,955 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (1,348,033 ) 1,213,102 b (134,931 ) Interest income – trust account 3,715,287 3,715,287 Total other (expense) income, net 5,288,442 (1,423,853 ) 3,864,589 Net (loss) income $ 3,556,206 $ (1,423,853 ) d $ 2,132,353 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 15,699,166 15,699,166 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 As of March 31, 2023 As Restatement Restatement As ASSETS Cash $ 97,811 $ 97,811 Prepaid expense 102,980 102,980 Total current assets 200,791 200,791 Investments held in Trust Account 54,368,297 54,368,297 TOTAL ASSETS $ 54,569,088 $ 54,569,088 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,584,797 $ 3,584,797 Due to related party 265,000 265,000 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 800,746 (800,746 ) a — Subscription liability, net of debt discount — 251,880 a 251,880 Forward Purchase Agreement liability 633,205 633,205 Total current liabilities 6,533,748 (548,866 ) 5,984,882 Warrant liabilities 2,401,703 2,401,703 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 8,935,451 (548,866 ) 8,386,585 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 54,368,296 54,368,296 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 799 799 Additional paid-in capital 7,275,132 256,635 c 7,531,767 Accumulated deficit (16,010,590 ) 292,231 d (15,718,359 ) TOTAL SHAREHOLDERS’ DEFICIT (8,734,659 ) 548,866 (8,185,793 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 54,569,088 $ 54,569,088 For the three months ended March 31, 2023 As Restatement Restatement As Formation and operating costs $ 1,153,282 $ 1,153,282 Loss from operations (1,153,282 ) (1,153,282 ) Other (expense) income: Change in fair value of warrant liabilities (2,022,486 ) (2,022,486 ) Change in fair value of subscription liability (18,277 ) 18,277 a — Change in fair value of Forward Purchase Agreement (325,091 ) (325,091 ) Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (302,469 ) 273,954 b (28,515 ) Interest income – trust account 3,088,967 3,088,967 Total other (expense) income, net 441,004 292,231 733,235 Net (loss) income $ (712,278 ) $ 292,231 d $ (420,047 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 26,286,357 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) Class A Class B Additional Capital Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Net Income (712,278 ) (712,278 ) Balance as of March 31, 2023 — — 7,980,409 799 7,275,132 (16,010,590 ) (8,734,659 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Net Income 4,268,484 4,268,484 Balance as of June 30, 2023 — — 7,980,409 799 6,488,812 (11,742,106 ) (5,252,495 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Net Income (4,605,843 ) (4,605,843 ) Balance as of September 30, 2023 7,980,409 $ 799 — $ — $ 5,404,501 $ (16,347,949 ) $ (10,942,649 ) Restatement Impacts Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 256,635 256,635 Net Income (adjustment) 292,231 292,231 Balance as of March 31, 2023 — — 7,980,409 799 256,635 (15,006,081 ) (14,748,647 ) Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 166,966 166,966 Net Income (adjustment) (1,716,084 ) (1,716,084 ) Balance as of June 30, 2023 — — 7,980,409 799 423,601 (16,722,165 ) (16,297,765 ) Class A Class B Additional Capital Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Conversion of class B shares to Class A — Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 491,175 491,175 Net Income (adjustment) 4,267,793 4,267,793 Balance as of September 30, 2023 — $ — 7,980,409 $ 799 $ 914,776 $ (12,454,372 ) $ (11,538,797 ) As Restated Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Issuance of subscription shares (as restated) 256,635 256,635 Net loss (as restated) (420,047 ) (420,047 ) Balance as of March 31, 2023 (as restated) — — 7,980,409 799 7,531,767 (15,718,359 ) (8,185,793 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Issuance of subscription shares (as restated) 166,966 166,966 Net income (as restated) 2,552,400 2,552,400 Balance as of June 30, 2023 (as restated) — — 7,980,409 799 6,912,413 (13,165,959 ) (6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Issuance of subscription shares (as restated) 491,175 491,175 Net loss (as restated) (338,050 ) (338,050 ) Balance as of September 30, 2023 (as restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ (13,504,009 ) $ (7,183,933 ) For the nine months ended September 30, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (4,344,597 ) (4,344,597 ) Changes in fair value of warrant liabilities 379,216 379,216 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (557,645 ) 557,645 a — Interest expense – debt discount 3,815,529 (3,401,585 ) b 413,944 Changes in operating assets and liabilities: Prepaid assets 16,081 16,081 Due to related party 23,966 23,966 Accounts payable and accrued expenses 1,335,939 1,335,939 Net cash used in operating activities (709,623 ) (709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust (1,095,000 ) (1,095,000 ) Cash withdrawn for redemptions 294,254,572 294,254,572 Net cash provided by investing activities 293,159,572 293,159,572 Cash flows from Financing Activities: Proceeds from the subscription liability 1,560,944 1,560,944 Redemption from Trust Account for ordinary shares (294,254,572 ) (294,254,572 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (292,443,628 ) (292,443,628 ) Net Change in Cash 6,321 6,321 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 92,722 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 5,439,596 $ 5,439,596 Issuance of subscription shares $ — $ 914,776 For the six months ended June 30, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ 3,556,206 (1,423,853 ) d $ 2,132,353 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,715,287 ) (3,715,287 ) Changes in fair value of warrant liabilities 44,241 44,241 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (2,636,955 ) 2,636,955 a — Interest expense – debt discount 1,348,033 (1,213,102 ) b 134,931 Changes in operating assets and liabilities: Prepaid assets (9,254 ) (9,254 ) Due to related party 96,826 96,826 Accounts payable and accrued expenses 1,213,199 1,213,199 Net cash used in operating activities (431,465 ) (431,465 ) Cash flows from Investing Activities: Extension payment deposit in Trust (640,000 ) (640,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,472,312 272,472,312 Cash flows from Financing Activities: Proceeds from the subscription liability 755,944 755,944 Redemption from Trust Account for ordinary shares (273,112,312 ) (273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (272,106,368 ) (272,106,368 ) Net Change in Cash (65,521 ) (65,521 ) Cash, Beginning of period 86,401 86,401 Cash, End of period $ 20,880 $ 20,880 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 4,355,287 $ 4,355,287 Issuance of subscription shares $ — $ 423,601 For the three months ended March 31, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ (712,278 ) 292,231 d $ (420,047 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,088,967 ) (3,088,967 ) Changes in fair value of warrant liabilities 2,022,486 2,022,486 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement 325,091 325,091 Change in fair value of subscription liability 18,277 (18,277 ) a — Interest expense – debt discount 302,469 (273,954 ) b 28,515 Changes in operating assets and liabilities: Prepaid assets (59,349 ) (59,349 ) Due to related party 30,000 30,000 Accounts payable and accrued expenses 944,041 944,041 Net cash used in operating activities (238,590 ) (238,590 ) Cash flows from Investing Activities: Extension payment deposit in Trust (480,000 ) (480,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,632,312 272,632,312 Cash flows from Financing Activities: Proceeds from the subscription liability 480,000 480,000 Redemption from Trust Account for ordinary shares (273,112,312 ) (273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (272,382,312 ) (272,382,312 ) Net Change in Cash 11,410 11,410 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 97,811 $ 97,811 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 3,568,966 Issuance of subscription shares $ — $ 256,635 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception. 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the subscription and forward purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2023 and 2022, funds held in the Trust Account include $35,555,976 and $323,911,642, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. As of December Ordinary shares subject to possible redemption, December 31, 202 $ 319,216,340 Plus: Accretion adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of ordinary shares (294,254,572 ) Plus: Accretion adjustment of carrying value to redemption value 5,898,906 Ordinary shares subject to possible redemption, December 31, 2023 $ 35,555,976 Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified ASC ASC 480 ASC 815 -in -classified -cash The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815 -40 Forward Purchase Agreement The Company evaluated the forward purchase agreement (“ FPA ASC 815 -assessed -measurement On June 15, 2023, the Company received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”), that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination of the Business Combination Agreement, the FPA was also terminated. Subscription Agreements The Company analyzed its Subscription Agreements (as described in Note 6 and Note 9) under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreements are not required to be accounted for as a liability under ASC 480 or ASC 815, and (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815 -15-25-7 -10 Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ ASC 820 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December The Company is considered to be an Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 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 complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Year Ended December 31, 2023 Class A Class A Class B NUMERATOR Allocation of net (loss) $ (19,192 ) $ (4,682 ) $ (10,853 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 9,858,573 2,405,055 5,575,354 Basic and diluted net (loss) income per shares $ (0.00 ) $ (0.00 ) $ (0.00 ) For the Year Ended Class A ordinary share subject to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 Denominator Weighted average shares outstanding 31,921,634 7,980,409 Basic and diluted net income per share $ 0.27 $ 0.27 Recent Accounting Standards In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one -fifth On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one -fifth All of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480 -10-S99 -in |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2023 | |
Private Placements [Abstract] | |
PRIVATE PLACEMENTS | NOTE 5 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On January -allotment exercised in full by the underwriter. On April -allotment -allotment The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest 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 our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up Promissory Note — Related Party On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan is non -interest On March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Promissory Note”) to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 14, 2023. The Promissory Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses or entities. In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account, if any. The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately due and payable. As of December 31, 2023 and 2022, the Company has $250,000 and $0 borrowings under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company’s management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale (the “Payee”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. The Company may draw on the Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March On July The Note and Second Note are reported at cost in the consolidated financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. In connection with the Subscription Agreements (as described below), the Company issued unsecured promissory notes (“Convertible Promissory Notes”), dated as of March 17, 2023, July 25, 2023, October Subscription Agreements On March 16, 2023, the Sponsor entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the Sponsor an aggregate of $480,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 360,000 Founder Shares. Investor paid $480,000 to the Sponsor on March 17, 2023 (see Note 9 for further details). Subsequently, on May On July On July 25, 2023, the Company entered into a second subscription agreement (“Second Subscription Agreement”) with the Investor and Sponsor, the purpose of which is for the Sponsor to raise up to $1,090,000 from the Investor to fund the Extension and to provide working capital to the Company during the Extension. In consideration of the funds, Sponsor will transfer 1 On October -back -outs -SPAC -SPAC On October -back -outs -SPAC -SPAC On November As of December Administrative Support Agreement The Company will pay the Sponsor or an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the year ended December |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7 — WARRANTS The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • • • • -trading Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • -trading • -trading In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Recurring Fair Value Measurements [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 8 — RECURRING FAIR VALUE MEASUREMENTS Investments Held in Trust Account As of December 31, 2023 and 2022, the investments in the Company’s Trust Account consisted of approximately $35.6 million and $323.9 million in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three -term Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. For the year ended December The FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential outcomes. The FPA liability is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no The conversion feature of the Convertible Promissory Notes, in connection with the Subscription Purchase Agreement, is measured at fair value using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory Notes was $0 as of December The following table presents fair value information as of December December 31, 2023 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 35,555,976 $ 35,555,976 $ — $ — Liabilities Public warrant liability 829,962 829,962 — — Private warrant liability 813,308 — 813,308 — Sponsor loan conversion option — — — — Total $ 1,643,270 $ 829,962 $ 813,308 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Public warrant liability 191,529 191,529 — — Private warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Forward Purchase Agreement Liability The estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability is discounted to net present values using risk free rates. Discount rates were based on current risk -free On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no The following table presents the changes in the fair value of the forward purchase agreement (“ FPA FPA Fair value as of January 1, 2023 $ — Issuance of FPA liability 308,114 Change in fair value (308,114 ) Fair value as of December 31, 2023 $ — The changes in the fair value of the forward purchase agreement liability for the year ended December |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. -back -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment On March 18, 2021, the Company paid the underwriter’s fee of $6,000,000 upon the closing of the IPO. Upon partial exercise of the over -allotment In addition, the Underwriting Agreement provides $11,172,572 to be payable to the underwriter for deferred underwriting commissions. However, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement. Waiver of Deferred Underwriting Discount On January 16, 2023, Goldman Sachs, the underwriter of the Company’s IPO, waived any entitlement it had to its deferred underwriting discount in the amount of $11,172,572. In doing so, Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the Underwriting Agreement dated March 15, 2021. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Business Combination Agreement On March 2, 2023, the Company entered into a Business Combination Agreement by and among the Company, Sakuu Corporation, a Delaware corporation (the “Sakuu”), Merger Sub I, and Merger Sub II. The Business Combination Agreement with Sakuu was terminated on June 14, 2023. On November -owned Founded in 2014, Veea offers edge -to-cloud -Fi Subscription Agreement As disclosed in the definitive proxy statement filed by the Company on February 24, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders (the “Shareholder Meeting”), the Sponsor agreed that if the Extension Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third -party -interest In addition, in the event that the Company has not consummated an initial business combination by the Articles Extension Date (defined below), without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date (as defined below), extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $160,000 or (B) $0.04 for each Public Share remaining after the Redemption, in exchange for a non -interest Accordingly, on March 16, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with Polar Multi -Strategy (a) (b) -Up -up (c) (d) (e) On July 14, 2023, the Company entered into an amended and restated subscription agreement (“A&R Subscription Agreement”) with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose of the A&R Subscription Agreement remains for the Sponsor to raise up to $1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide working capital to the Company during the Articles Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the A&R Subscription Agreement, the Parties agreed, (a) (b) -Up -up (c) (d) Calls funded under the A&R Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the A&R Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation; (e) (f) On July 25, 2023, the Company entered into a subscription agreement (“Second Subscription Agreement”) with Investor and Sponsor, the purpose of which is for the Sponsor to raise up to $1,090,000 from the Investor to fund the Extension (defined below) and to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the Parties agreed, (a) (b) -Up -up (c) (d) may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the Second Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation; and (e) In connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in the principal amount of up to $1,090,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. As noted, an initial draw in the amount of $750,000 occurred on July 25, 2023. The note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering and is convertible into private placement warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. On October -back -outs -SPAC -SPAC On October -back -outs -SPAC -SPAC On November As of December Forward Purchase Agreement Prior to the execution of the Business Combination Agreement, the Company and Polar entered into a letter agreement dated March 1, 2023 (the “Forward Purchase Agreement”), pursuant to which Polar will purchase (either in the open market, or from the Company) up to 2,500,000 Seller has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination. The Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward Purchase Agreement) purchased by Polar (collectively, such amount, the “Prepayment Amount”), to Polar. At the maturity of the Forward Purchase Agreement, which will be one year from the Closing unless accelerated or deferred (but up to two years) by Seller, the Company will repurchase the Public and Private Shares then held by Seller for a price equal to the Redemption Price plus $0.60 (which amount will be increased by another $0.60 per year for each year by which the maturity is deferred by Seller), The Prepayment Amount will be credited against this repurchase price. Prior to maturity, if Seller sells these shares for over $10.00 per share, it will repay $10.00 per share to Plum. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. Release Agreement On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“Target”), pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and Restated Non -Binding |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders Deficit [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 10 — SHAREHOLDERS’ DEFICIT Preference Shares no Class A Ordinary Shares Class B Ordinary Shares -allotment no -for-one Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof 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 -linked -linked -to-one |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 11 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED) As further described in Note The following tables summarize the Company’s unaudited quarterly financial information for the impacted periods. Incorporated herein is expanded disclosure of the restatements of the quarterly information for the three months ended March -months -months AS RESTATED 3/31/2023 6/30/2023 9/30/2023 Assets Cash and cash equivalents 97,811 20,880 92,722 Prepaid expense 102,980 52,885 27,550 Total current assets 200,791 73,765 120,272 Investments held in Trust Account 54,368,297 55,154,617 35,096,667 Total Assets 54,569,088 55,228,382 35,216,939 Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit Accounts payable and accounts payable 3,584,797 3,853,954 3,976,694 Due to related party 265,000 331,826 258,966 Convertible promissory note – related party 1,000,000 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 250,000 Subscription liability, net of debt discount 251,880 467,274 1,060,112 Forward Purchase Agreement liability 633,205 — — Total current liabilities 5,984,882 5,903,054 6,545,772 Warrant liability 2,401,703 423,458 758,433 Total liabilities 8,386,585 6,326,512 7,304,205 Commitments and Contingencies Class A Common Stock subject to possible redemption, 5,228,218, 5,228,218 and 3,255,593 shares at $10.40, $10.55 and $10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively 54,368,296 55,154,617 35,096,667 Stockholders’ Deficit: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0, 0 and 799 shares issued and outstanding (excluding 5,228,218, 5,228,218 and 3,255,593 shares subject to possible redemption) as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively. — — 799 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409, 7,980,409 and 0 shares issued and outstanding as of March 31, 2023, June 30, 2023 and September 30, 2023. 799 799 — Additional paid-in capital 7,531,767 6,912,413 6,319,277 Accumulated deficit (15,718,359 ) (13,165,959 ) (13,504,009 ) Total stockholders’ deficit (8,185,793 ) (6,252,747 ) (7,183,933 ) Total Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit 54,569,088 55,228,382 35,216,939 AS RESTATED For the For the For the For the For the Formation and operating costs $ 1,153,282 $ 578,954 $ 1,732,236 $ 353,372 $ 2,085,609 Loss from operations (1,153,282 ) (578,954 ) (1,732,236 ) (353,372 ) (2,085,609 ) Other (expense) income: Change in fair value of warrants liabilities (2,022,486 ) 1,978,245 (44,241 ) (334,975 ) (379,216 ) Change in fair value of Forward Purchase Agreement (325,091 ) 633,205 308,114 — 308,114 Issuance of Forward Purchase Agreement (308,114 ) — (308,114 ) — (308,114 ) Reduction of deferred underwriter fee payable 328,474 — 328,474 — 328,474 Interest Expense – Debt Discount (28,515 ) (106,416 ) (134,931 ) (279,013 ) (413,944 ) Interest income – trust account 3,088,967 626,320 3,715,287 629,310 4,344,597 Total other (expense) income, net 733,235 3,131,354 3,864,589 15,322 3,879,911 Net (loss) income $ (420,047 ) $ 2,552,400 $ 2,132,353 $ (338,050 ) $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 13,208,627 15,699,116 4,970,919 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.01 ) $ 0.12 $ 0.09 $ (0.03 ) $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — — — 1,474,641 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares — — — $ (0.03 ) $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,980,409 7,980,409 7,980,409 6,505,768 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.01 ) $ 0.12 $ 0.09 $ (0.03 ) $ 0.09 Class A Class B Additional Paid-in Capital Accumulated Deficit Shareholders’ Deficit Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Issuance of subscription shares 256,635 256,635 Net loss (420,047 ) (420,047 ) Balance as of March 31, 2023 (As Restated) — $ — 7,980,409 $ 799 $ 7,531,767 $ (15,718,359 ) $ (8,185,793 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Issuance of subscription shares 166,966 166,966 Net Income 2,552,400 2,552,400 Balance as of June 30, 2023 (As Restated) — $ — 7,980,409 $ 799 $ 6,912,413 $ (13,165,959 ) $ (6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Issuance of subscription shares 491,175 491,175 Net loss (338,050 ) (338,050 ) Balance as of September 30, 2023 (As Restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ (13,504,009 ) $ (7,183,933 ) AS RESTATED For the For the For the Cash flows from Operating Activities: Net (loss) income $ (420,048 ) $ 2,132,353 $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash held in Trust Account (3,088,966 ) (3,715,287 ) (4,344,597 ) Reduction of deferred underwriter fees (328,474 ) (328,474 ) (328,474 ) Changes in fair value of warrant liabilities 2,022,486 44,241 379,216 Issuance of FPA 308,114 308,114 308,114 Change in fair value of FPA 325,091 (308,114 ) (308,114 ) Interest expense – debt discount 28,515 134,931 413,944 Prepaid assets (59,349 ) (9,254 ) 16,081 Due to related party 30,000 96,826 23,966 Accounts payable and accrued expenses 944,041 1,213,199 1,335,939 Net cash used in operating activities (238,590 ) (431,465 ) (709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust (480,000 ) (640,000 ) (1,095,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 294,254,572 Net cash used in investing activities 272,632,312 272,472,312 293,159,572 Cash flows from Financing Activities: Redemption of ordinary shares (273,112,312 ) (273,112,312 ) (294,254,572 ) Proceeds from note payable-related party 250,000 250,000 250,000 Proceeds from subscription liability 480,000 755,944 1,560,944 Net cash provided by financing activities (272,382,312 ) (272,106,368 ) (292,443,628 ) Net Change in Cash 11,410 (65,521 ) 6,321 Cash, Beginning of period 86,401 86,401 86,401 Cash, End of period $ 97,811 $ 20,880 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 4,355,287 $ 5,439,596 Issuance of Subscription Shares $ 256,635 $ 423,601 $ 914,776 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January -4 On January On February -issued -Q -in |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the subscription and forward purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2023 and 2022, funds held in the Trust Account include $35,555,976 and $323,911,642, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. As of December Ordinary shares subject to possible redemption, December 31, 202 $ 319,216,340 Plus: Accretion adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of ordinary shares (294,254,572 ) Plus: Accretion adjustment of carrying value to redemption value 5,898,906 Ordinary shares subject to possible redemption, December 31, 2023 $ 35,555,976 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified ASC ASC 480 ASC 815 -in -classified -cash The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815 -40 |
Forward Purchase Agreement | Forward Purchase Agreement The Company evaluated the forward purchase agreement (“ FPA ASC 815 -assessed -measurement On June 15, 2023, the Company received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”), that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination of the Business Combination Agreement, the FPA was also terminated. |
Subscription Agreements | Subscription Agreements The Company analyzed its Subscription Agreements (as described in Note 6 and Note 9) under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreements are not required to be accounted for as a liability under ASC 480 or ASC 815, and (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815 -15-25-7 -10 Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ ASC 820 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December The Company is considered to be an Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 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 complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Year Ended December 31, 2023 Class A Class A Class B NUMERATOR Allocation of net (loss) $ (19,192 ) $ (4,682 ) $ (10,853 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 9,858,573 2,405,055 5,575,354 Basic and diluted net (loss) income per shares $ (0.00 ) $ (0.00 ) $ (0.00 ) For the Year Ended Class A ordinary share subject to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 Denominator Weighted average shares outstanding 31,921,634 7,980,409 Basic and diluted net income per share $ 0.27 $ 0.27 |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of Unaudited Condensed Consolidated Statement of Operations | As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2023 Interest expense – debt discount $ (2,467,496 ) $ 2,188,483 $ (279,013 ) Change in fair value of subscription liability $ (2,079,310 ) $ 2,079,310 $ — Total other (expense) income, net $ (4,252,471 ) $ 4,267,793 $ 15,322 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023 Interest expense – debt discount $ (3,815,529 ) $ 3,401,585 $ (413,944 ) Change in fair value of subscription liability $ 557,645 $ (557,645 ) $ — Total other (expense) income, net $ 1,035,971 $ 2,843,940 $ 3,879,911 Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2023 Interest expense – debt discount $ (1,045,564 ) $ 939,148 $ (106,416 ) Change in fair value of subscription liability $ 2,655,232 $ (2,655,232 ) $ — Total other (expense) income, net $ 4,847,438 $ (1,716,084 ) $ 3,131,354 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023 Interest expense – debt discount $ (1,348,033 ) $ 1,213,102 $ (134,931 ) Change in fair value of subscription liability $ 2,636,955 $ (2,636,955 ) $ — Total other (expense) income, net $ 5,288,442 $ (1,423,853 ) $ 3,864,589 Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 Interest expense – debt discount $ (302,469 ) $ 273,954 $ (28,515 ) Change in fair value of subscription liability $ (18,277 ) $ 18,277 $ — Total other (expense) income, net $ 441,004 $ 292,231 $ 733,235 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) For the three months ended September 30, 2023 As Restatement Restatement As Formation and operating costs $ 353,372 $ 353,372 Loss from operations (353,372 ) (353,372 ) Other (expense) income: Change in fair value of warrant liabilities (334,975 ) (334,975 ) Change in fair value of subscription liability (2,079,310 ) 2,079,310 a — Change in fair value of Forward Purchase Agreement — — Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense – Debt Discount (2,467,496 ) 2,188,483 b (279,013 ) Interest income – trust account 629,310 629,310 Total other (expense) income, net (4,252,471 ) 4,267,793 15,322 Net (loss) income $ (4,605,843 ) $ 4,267,793 d $ (338,050 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,970,919 4,970,919 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 1,474,641 1,474,641 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class B ordinary shares 6,505,768 6,505,768 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) For the nine months ended September 30, 2023 As Restatement Restatement As Formation and operating costs $ 2,085,609 $ 2,085,609 Loss from operations (2,085,609 ) (2,085,609 ) Other (expense) income: Change in fair value of warrant liabilities (379,216 ) (379,216 ) Change in fair value of subscription liability 557,645 (557,645 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (3,815,529 ) 3,401,585 b (413,944 ) Interest income – trust account 4,344,597 4,344,597 Total other (expense) income, net 1,035,971 2,843,940 3,879,911 Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 12,083,753 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 526,181 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,454,228 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 For the three months ended June 30, 2023 As Restatement Restatement As Formation and operating costs $ 578,954 $ 578,954 Loss from operations (578,954 ) (578,954 ) Other (expense) income: Change in fair value of warrant liabilities 1,978,245 1,978,245 Change in fair value of subscription liability 2,655,232 (2,655,232 ) a — Change in fair value of Forward Purchase Agreement 633,205 633,205 Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense – Debt Discount (1,045,564 ) 939,148 b (106,416 ) Interest income – trust account 626,320 626,320 Total other (expense) income, net 4,847,438 (1,716,084 ) 3,131,354 Net (loss) income $ 4,268,484 $ (1,716,084 ) d $ 2,552,400 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 13,208,627 13,208,627 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 For the six months ended June 30, 2023 As Restatement Restatement As Formation and operating costs $ 1,732,236 $ 1,732,236 Loss from operations (1,732,236 ) (1,732,236 ) Other (expense) income: Change in fair value of warrant liabilities (44,241 ) (44,241 ) Change in fair value of subscription liability 2,636,955 (2,636,955 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (1,348,033 ) 1,213,102 b (134,931 ) Interest income – trust account 3,715,287 3,715,287 Total other (expense) income, net 5,288,442 (1,423,853 ) 3,864,589 Net (loss) income $ 3,556,206 $ (1,423,853 ) d $ 2,132,353 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 15,699,166 15,699,166 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 For the three months ended March 31, 2023 As Restatement Restatement As Formation and operating costs $ 1,153,282 $ 1,153,282 Loss from operations (1,153,282 ) (1,153,282 ) Other (expense) income: Change in fair value of warrant liabilities (2,022,486 ) (2,022,486 ) Change in fair value of subscription liability (18,277 ) 18,277 a — Change in fair value of Forward Purchase Agreement (325,091 ) (325,091 ) Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (302,469 ) 273,954 b (28,515 ) Interest income – trust account 3,088,967 3,088,967 Total other (expense) income, net 441,004 292,231 733,235 Net (loss) income $ (712,278 ) $ 292,231 d $ (420,047 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 26,286,357 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) |
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit | As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Issuance of subscription shares $ — $ 491,176 $ 491,176 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Total stockholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2023 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Issuance of subscription shares $ — $ 166,965 $ 166,965 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Total stockholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,360 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Total stockholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) |
Schedule of Unaudited Condensed Consolidated Statement of Cash Flows | As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 Interest expense – debt discount $ 3,815,529 $ (3,401,585 ) $ 413,944 Change in fair value of subscription liability $ (557,645 ) $ 557,645 $ — Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Issuance of subscription shares $ — $ 914,776 $ 914,776 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 Interest expense – debt discount $ 1,348,033 $ (1,213,102 ) $ 134,931 Change in fair value of subscription liability $ (2,636,955 ) $ 2,636,955 $ — Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Issuance of subscription shares $ — $ 423,600 $ 423,600 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 Interest expense – debt discount $ 302,469 $ (273,954 ) $ 28,515 Change in fair value of subscription liability $ 18,277 $ (18,277 ) $ — Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 For the nine months ended September 30, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (4,344,597 ) (4,344,597 ) Changes in fair value of warrant liabilities 379,216 379,216 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (557,645 ) 557,645 a — Interest expense – debt discount 3,815,529 (3,401,585 ) b 413,944 Changes in operating assets and liabilities: Prepaid assets 16,081 16,081 Due to related party 23,966 23,966 Accounts payable and accrued expenses 1,335,939 1,335,939 Net cash used in operating activities (709,623 ) (709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust (1,095,000 ) (1,095,000 ) Cash withdrawn for redemptions 294,254,572 294,254,572 Net cash provided by investing activities 293,159,572 293,159,572 Cash flows from Financing Activities: Proceeds from the subscription liability 1,560,944 1,560,944 Redemption from Trust Account for ordinary shares (294,254,572 ) (294,254,572 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (292,443,628 ) (292,443,628 ) Net Change in Cash 6,321 6,321 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 92,722 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 5,439,596 $ 5,439,596 Issuance of subscription shares $ — $ 914,776 For the six months ended June 30, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ 3,556,206 (1,423,853 ) d $ 2,132,353 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,715,287 ) (3,715,287 ) Changes in fair value of warrant liabilities 44,241 44,241 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (2,636,955 ) 2,636,955 a — Interest expense – debt discount 1,348,033 (1,213,102 ) b 134,931 Changes in operating assets and liabilities: Prepaid assets (9,254 ) (9,254 ) Due to related party 96,826 96,826 Accounts payable and accrued expenses 1,213,199 1,213,199 Net cash used in operating activities (431,465 ) (431,465 ) Cash flows from Investing Activities: Extension payment deposit in Trust (640,000 ) (640,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,472,312 272,472,312 Cash flows from Financing Activities: Proceeds from the subscription liability 755,944 755,944 Redemption from Trust Account for ordinary shares (273,112,312 ) (273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (272,106,368 ) (272,106,368 ) Net Change in Cash (65,521 ) (65,521 ) Cash, Beginning of period 86,401 86,401 Cash, End of period $ 20,880 $ 20,880 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 4,355,287 $ 4,355,287 Issuance of subscription shares $ — $ 423,601 For the three months ended March 31, 2023 As Restatement Restatement As Cash Flows from Operating Activities: Net (loss) income $ (712,278 ) 292,231 d $ (420,047 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,088,967 ) (3,088,967 ) Changes in fair value of warrant liabilities 2,022,486 2,022,486 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement 325,091 325,091 Change in fair value of subscription liability 18,277 (18,277 ) a — Interest expense – debt discount 302,469 (273,954 ) b 28,515 Changes in operating assets and liabilities: Prepaid assets (59,349 ) (59,349 ) Due to related party 30,000 30,000 Accounts payable and accrued expenses 944,041 944,041 Net cash used in operating activities (238,590 ) (238,590 ) Cash flows from Investing Activities: Extension payment deposit in Trust (480,000 ) (480,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,632,312 272,632,312 Cash flows from Financing Activities: Proceeds from the subscription liability 480,000 480,000 Redemption from Trust Account for ordinary shares (273,112,312 ) (273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (272,382,312 ) (272,382,312 ) Net Change in Cash 11,410 11,410 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 97,811 $ 97,811 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 3,568,966 Issuance of subscription shares $ — $ 256,635 |
Parent Company [Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit | Class A Class B Additional Capital Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Net Income (712,278 ) (712,278 ) Balance as of March 31, 2023 — — 7,980,409 799 7,275,132 (16,010,590 ) (8,734,659 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Net Income 4,268,484 4,268,484 Balance as of June 30, 2023 — — 7,980,409 799 6,488,812 (11,742,106 ) (5,252,495 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Net Income (4,605,843 ) (4,605,843 ) Balance as of September 30, 2023 7,980,409 $ 799 — $ — $ 5,404,501 $ (16,347,949 ) $ (10,942,649 ) Restatement Impacts Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 256,635 256,635 Net Income (adjustment) 292,231 292,231 Balance as of March 31, 2023 — — 7,980,409 799 256,635 (15,006,081 ) (14,748,647 ) Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 166,966 166,966 Net Income (adjustment) (1,716,084 ) (1,716,084 ) Balance as of June 30, 2023 — — 7,980,409 799 423,601 (16,722,165 ) (16,297,765 ) Class A Class B Additional Capital Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Conversion of class B shares to Class A — Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 491,175 491,175 Net Income (adjustment) 4,267,793 4,267,793 Balance as of September 30, 2023 — $ — 7,980,409 $ 799 $ 914,776 $ (12,454,372 ) $ (11,538,797 ) As Restated Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Issuance of subscription shares (as restated) 256,635 256,635 Net loss (as restated) (420,047 ) (420,047 ) Balance as of March 31, 2023 (as restated) — — 7,980,409 799 7,531,767 (15,718,359 ) (8,185,793 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Issuance of subscription shares (as restated) 166,966 166,966 Net income (as restated) 2,552,400 2,552,400 Balance as of June 30, 2023 (as restated) — — 7,980,409 799 6,912,413 (13,165,959 ) (6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Issuance of subscription shares (as restated) 491,175 491,175 Net loss (as restated) (338,050 ) (338,050 ) Balance as of September 30, 2023 (as restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ (13,504,009 ) $ (7,183,933 ) |
Parent Company [Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of Unaudited Condensed Consolidated Balance Sheet | The impact of the revision on the Company’s financial statements is reflected in the following table: As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 Debt discount $ 4,372,334 $ (4,372,334 ) $ — Total assets $ 39,589,273 $ (4,372,334 ) $ 35,216,939 Subscription liability $ 9,191,162 $ (9,191,162 ) $ — Subscription liability, net of debt discount $ — $ 1,060,112 $ 1,060,112 Total current liabilities $ 14,676,822 $ (8,131,050 ) $ 6,545,772 Total liabilities $ 15,435,255 $ (8,131,050 ) $ 7,304,205 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Total shareholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 39,589,273 $ (4,372,334 ) $ 35,216,939 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023 Debt discount $ 2,479,445 $ (2,479,445 ) $ — Total assets $ 57,707,827 $ (2,479,445 ) $ 55,228,382 Subscription liability $ 1,946,467 $ (1,946,467 ) $ — Subscription liability, net of debt discount $ — $ 467,274 $ 467,274 Total current liabilities $ 7,382,247 $ (1,479,193 ) $ 5,903,054 Total liabilities $ 7,805,705 $ (1,479,193 ) $ 6,326,512 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Total shareholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 57,707,827 $ (2,479,445 ) $ 55,228,382 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 Subscription liability $ 800,746 $ (800,746 ) $ — Subscription liability, net of debt discount $ — $ 251,880 $ 251,880 Total current liabilities $ 6,533,748 $ (548,866 ) $ 5,984,882 Total liabilities $ 8,935,451 $ (548,866 ) $ 8,386,585 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,359 ) Total shareholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) As of September 30, 2023 As Restatement Restatement As ASSETS Cash $ 92,722 $ 92,722 Prepaid expense 27,550 27,550 Total current assets 120,272 120,272 Investments held in Trust Account 35,096,667 35,096,667 Debt discount 4,372,334 (4,372,334 ) b — TOTAL ASSETS $ 39,589,273 $ (4,372,334 ) $ 35,216,939 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,976,694 $ 3,976,694 Due to related party 258,966 258,966 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 9,191,162 (9,191,162 ) a — Subscription liability, net of debt discount — 1,060,112 a 1,060,112 Total current liabilities 14,676,822 (8,131,050 ) 6,545,772 Warrant liabilities 758,433 758,433 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 15,435,255 (8,131,050 ) 7,304,205 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 35,096,667 35,096,667 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 799 799 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 — — Additional paid-in capital 5,404,501 914,776 c 6,319,277 Accumulated deficit (16,347,949 ) 2,843,940 d (13,504,009 ) TOTAL SHAREHOLDERS’ DEFICIT (10,942,649 ) 3,758,716 (7,183,933 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 39,589,273 $ (4,372,334 ) $ 35,216,939 As of June 30, 2023 As Restatement Restatement As ASSETS Cash $ 20,880 $ 20,880 Prepaid expense 52,885 52,885 Total current assets 73,765 73,765 Investments held in Trust Account 55,154,617 55,154,617 Debt discount 2,479,445 (2,479,445 ) b — TOTAL ASSETS $ 57,707,827 $ (2,479,445 ) $ 55,228,382 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,853,954 $ 3,853,954 Due to related party 331,826 331,826 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 1,946,467 (1,946,467 ) a — Subscription liability, net of debt discount — 467,274 a 467,274 Total current liabilities 7,382,247 (1,479,193 ) 5,903,054 Warrant liabilities 423,458 423,458 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 7,805,705 (1,479,193 ) 6,326,512 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $10.55 and $10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively 55,154,617 55,154,617 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022 799 799 Additional paid-in capital 6,488,812 423,601 c 6,912,413 Accumulated deficit (11,742,106 ) (1,423,853 ) d (13,165,959 ) TOTAL SHAREHOLDERS’ DEFICIT (5,252,495 ) (1,000,252 ) (6,252,747 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 57,707,827 $ (2,479,445 ) $ 55,228,382 As of March 31, 2023 As Restatement Restatement As ASSETS Cash $ 97,811 $ 97,811 Prepaid expense 102,980 102,980 Total current assets 200,791 200,791 Investments held in Trust Account 54,368,297 54,368,297 TOTAL ASSETS $ 54,569,088 $ 54,569,088 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,584,797 $ 3,584,797 Due to related party 265,000 265,000 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 800,746 (800,746 ) a — Subscription liability, net of debt discount — 251,880 a 251,880 Forward Purchase Agreement liability 633,205 633,205 Total current liabilities 6,533,748 (548,866 ) 5,984,882 Warrant liabilities 2,401,703 2,401,703 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 8,935,451 (548,866 ) 8,386,585 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 54,368,296 54,368,296 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 799 799 Additional paid-in capital 7,275,132 256,635 c 7,531,767 Accumulated deficit (16,010,590 ) 292,231 d (15,718,359 ) TOTAL SHAREHOLDERS’ DEFICIT (8,734,659 ) 548,866 (8,185,793 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 54,569,088 $ 54,569,088 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Ordinary Shares Subject to Possible Redemption Reflected on the Consolidated Balance Sheets | As of December Ordinary shares subject to possible redemption, December 31, 202 $ 319,216,340 Plus: Accretion adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of ordinary shares (294,254,572 ) Plus: Accretion adjustment of carrying value to redemption value 5,898,906 Ordinary shares subject to possible redemption, December 31, 2023 $ 35,555,976 |
Schedule of Basic and Diluted Net (Loss) Income Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Year Ended December 31, 2023 Class A Class A Class B NUMERATOR Allocation of net (loss) $ (19,192 ) $ (4,682 ) $ (10,853 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 9,858,573 2,405,055 5,575,354 Basic and diluted net (loss) income per shares $ (0.00 ) $ (0.00 ) $ (0.00 ) For the Year Ended Class A ordinary share subject to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 Denominator Weighted average shares outstanding 31,921,634 7,980,409 Basic and diluted net income per share $ 0.27 $ 0.27 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Recurring Fair Value Measurements [Abstract] | |
Schedule of Company's Financial Assets and Liabilities | The following table presents fair value information as of December December 31, 2023 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 35,555,976 $ 35,555,976 $ — $ — Liabilities Public warrant liability 829,962 829,962 — — Private warrant liability 813,308 — 813,308 — Sponsor loan conversion option — — — — Total $ 1,643,270 $ 829,962 $ 813,308 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Public warrant liability 191,529 191,529 — — Private warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — |
Schedule of Changes in the Fair Value of the Forward Purchase Agreement (“FPA”) Liability | The following table presents the changes in the fair value of the forward purchase agreement (“ FPA FPA Fair value as of January 1, 2023 $ — Issuance of FPA liability 308,114 Change in fair value (308,114 ) Fair value as of December 31, 2023 $ — |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) - Revision of Prior Period, Adjustment [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information (Unaudited) (Tables) [Line Items] | |
Schedule of Condensed Consolidated Balance Sheets | AS RESTATED 3/31/2023 6/30/2023 9/30/2023 Assets Cash and cash equivalents 97,811 20,880 92,722 Prepaid expense 102,980 52,885 27,550 Total current assets 200,791 73,765 120,272 Investments held in Trust Account 54,368,297 55,154,617 35,096,667 Total Assets 54,569,088 55,228,382 35,216,939 Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit Accounts payable and accounts payable 3,584,797 3,853,954 3,976,694 Due to related party 265,000 331,826 258,966 Convertible promissory note – related party 1,000,000 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 250,000 Subscription liability, net of debt discount 251,880 467,274 1,060,112 Forward Purchase Agreement liability 633,205 — — Total current liabilities 5,984,882 5,903,054 6,545,772 Warrant liability 2,401,703 423,458 758,433 Total liabilities 8,386,585 6,326,512 7,304,205 Commitments and Contingencies Class A Common Stock subject to possible redemption, 5,228,218, 5,228,218 and 3,255,593 shares at $10.40, $10.55 and $10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively 54,368,296 55,154,617 35,096,667 Stockholders’ Deficit: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0, 0 and 799 shares issued and outstanding (excluding 5,228,218, 5,228,218 and 3,255,593 shares subject to possible redemption) as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively. — — 799 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409, 7,980,409 and 0 shares issued and outstanding as of March 31, 2023, June 30, 2023 and September 30, 2023. 799 799 — Additional paid-in capital 7,531,767 6,912,413 6,319,277 Accumulated deficit (15,718,359 ) (13,165,959 ) (13,504,009 ) Total stockholders’ deficit (8,185,793 ) (6,252,747 ) (7,183,933 ) Total Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit 54,569,088 55,228,382 35,216,939 |
Schedule of Condensed Consolidated Statements of Operations | AS RESTATED For the For the For the For the For the Formation and operating costs $ 1,153,282 $ 578,954 $ 1,732,236 $ 353,372 $ 2,085,609 Loss from operations (1,153,282 ) (578,954 ) (1,732,236 ) (353,372 ) (2,085,609 ) Other (expense) income: Change in fair value of warrants liabilities (2,022,486 ) 1,978,245 (44,241 ) (334,975 ) (379,216 ) Change in fair value of Forward Purchase Agreement (325,091 ) 633,205 308,114 — 308,114 Issuance of Forward Purchase Agreement (308,114 ) — (308,114 ) — (308,114 ) Reduction of deferred underwriter fee payable 328,474 — 328,474 — 328,474 Interest Expense – Debt Discount (28,515 ) (106,416 ) (134,931 ) (279,013 ) (413,944 ) Interest income – trust account 3,088,967 626,320 3,715,287 629,310 4,344,597 Total other (expense) income, net 733,235 3,131,354 3,864,589 15,322 3,879,911 Net (loss) income $ (420,047 ) $ 2,552,400 $ 2,132,353 $ (338,050 ) $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 13,208,627 15,699,116 4,970,919 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.01 ) $ 0.12 $ 0.09 $ (0.03 ) $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — — — 1,474,641 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares — — — $ (0.03 ) $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,980,409 7,980,409 7,980,409 6,505,768 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.01 ) $ 0.12 $ 0.09 $ (0.03 ) $ 0.09 |
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit | Class A Class B Additional Paid-in Capital Accumulated Deficit Shareholders’ Deficit Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Issuance of subscription shares 256,635 256,635 Net loss (420,047 ) (420,047 ) Balance as of March 31, 2023 (As Restated) — $ — 7,980,409 $ 799 $ 7,531,767 $ (15,718,359 ) $ (8,185,793 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Issuance of subscription shares 166,966 166,966 Net Income 2,552,400 2,552,400 Balance as of June 30, 2023 (As Restated) — $ — 7,980,409 $ 799 $ 6,912,413 $ (13,165,959 ) $ (6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Issuance of subscription shares 491,175 491,175 Net loss (338,050 ) (338,050 ) Balance as of September 30, 2023 (As Restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ (13,504,009 ) $ (7,183,933 ) |
Schedule of Condensed Consolidated Statements of Cash Flows | AS RESTATED For the For the For the Cash flows from Operating Activities: Net (loss) income $ (420,048 ) $ 2,132,353 $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash held in Trust Account (3,088,966 ) (3,715,287 ) (4,344,597 ) Reduction of deferred underwriter fees (328,474 ) (328,474 ) (328,474 ) Changes in fair value of warrant liabilities 2,022,486 44,241 379,216 Issuance of FPA 308,114 308,114 308,114 Change in fair value of FPA 325,091 (308,114 ) (308,114 ) Interest expense – debt discount 28,515 134,931 413,944 Prepaid assets (59,349 ) (9,254 ) 16,081 Due to related party 30,000 96,826 23,966 Accounts payable and accrued expenses 944,041 1,213,199 1,335,939 Net cash used in operating activities (238,590 ) (431,465 ) (709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust (480,000 ) (640,000 ) (1,095,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 294,254,572 Net cash used in investing activities 272,632,312 272,472,312 293,159,572 Cash flows from Financing Activities: Redemption of ordinary shares (273,112,312 ) (273,112,312 ) (294,254,572 ) Proceeds from note payable-related party 250,000 250,000 250,000 Proceeds from subscription liability 480,000 755,944 1,560,944 Net cash provided by financing activities (272,382,312 ) (272,106,368 ) (292,443,628 ) Net Change in Cash 11,410 (65,521 ) 6,321 Cash, Beginning of period 86,401 86,401 86,401 Cash, End of period $ 97,811 $ 20,880 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 4,355,287 $ 5,439,596 Issuance of Subscription Shares $ 256,635 $ 423,601 $ 914,776 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 12 Months Ended | |||||||||
Sep. 13, 2023 USD ($) shares | Jan. 16, 2023 USD ($) | Apr. 14, 2021 USD ($) $ / shares shares | Mar. 18, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 18, 2023 $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | |
Organization and Business Operations [Line Items] | ||||||||||
Condition for future business combination | 1 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 9.2 | |||||||||
Continental stock transfer | $ 19,216,340 | |||||||||
Transaction costs | 18,336,269 | |||||||||
Underwriting discount | 6,384,327 | |||||||||
Deferred underwriting discount | $ 11,172,572 | |||||||||
Other offering costs | 779,370 | |||||||||
Amount of transaction costs | 538,777 | |||||||||
Changes in shareholders’ deficit amount | $ 17,797,492 | |||||||||
Share price (in Dollars per share) | $ / shares | $ 12.5 | |||||||||
Redeemable period of public share | 10 days | |||||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||||
Net tangible assets consummation | $ 5,000,001 | |||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.92 | $ 10.15 | ||||||||
Aggregate redemption amount | $ 21,142,260.78 | |||||||||
Shares redeemed (in Shares) | shares | 3,228,218 | 1,972,625 | ||||||||
Shares subject to possible redemption (in Shares) | shares | 3,255,593 | 31,921,634 | ||||||||
Working capital loans | $ 1,000,000 | $ 1,000,000 | ||||||||
Operating bank | $ 94,703 | $ 86,401 | $ 92,722 | $ 20,880 | $ 97,811 | |||||
Founder Shares [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Capital contribution | $ 25,000 | |||||||||
Minimum [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Public share redeemable percentage | 100% | |||||||||
Maximum [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Public share redeemable percentage | 100% | |||||||||
Previously Reported [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Operating bank | $ 92,722 | $ 20,880 | $ 97,811 | |||||||
Private Placement Warrants [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Generating proceeds | $ 9,000,000 | |||||||||
Second Extension Amendment Proposal [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Cash deposited in trust account | $ 20,000,000 | |||||||||
IPO [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Share issued (in Shares) | shares | 1,921,634 | 30,000,000 | ||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||
Generating gross proceeds | $ 300,000,000 | |||||||||
Working capital | $ 7,590,471 | |||||||||
IPO [Member] | Private Placement Warrants [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Proceeds from sale of units | $ 319,216,340 | |||||||||
Private Placement [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Warrants issued (in Shares) | shares | 6,000,000 | |||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1.5 | |||||||||
Generating proceeds | $ 384,327 | $ 9,000,000 | ||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Warrants issued (in Shares) | shares | 6,000,000 | |||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1.5 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Share issued (in Shares) | shares | 1,921,634 | 4,500,000 | ||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Over allotments option vesting period | 45 days | |||||||||
Underwriting discount | $ 19,216,340 | |||||||||
Class A Common Stock [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | 9.2 | |||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||||
Ordinary share issued (in Shares) | shares | 1 | |||||||||
Share price (in Dollars per share) | $ / shares | $ 12.5 | |||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | |||||||
Common stock, shares issued (in Shares) | shares | 7,980,409 | 0 | ||||||||
Shares subject to possible redemption (in Shares) | shares | 3,255,593 | 31,921,634 | 31,921,634 | 31,921,634 | ||||||
Class A Common Stock [Member] | Previously Reported [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.72 | $ 10.78 | $ 10.55 | $ 10.78 | ||||||
Common stock, shares issued (in Shares) | shares | 7,980,409 | 7,980,409 | ||||||||
Shares subject to possible redemption (in Shares) | shares | 3,255,593 | 5,228,218 | 3,255,593 | |||||||
Class A Common Stock [Member] | Extension Amendment Proposal [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Common stock exercise right to redeem (in Shares) | shares | 1,972,625 | |||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Share issued (in Shares) | shares | 31,921,634 | |||||||||
Share price (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Warrants issued (in Shares) | shares | 256,218 | |||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1.5 | |||||||||
Class A Common Stock [Member] | Extension Amendment Proposal [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Holders shares (in Shares) | shares | 26,693,416 | |||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.23 | |||||||||
Aggregate redemption amount | $ 273,112,311.62 | |||||||||
Trust Acount [Member] | ||||||||||
Organization and Business Operations [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Deferred underwriting discount | $ 11,172,572 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Balance Sheet - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Debt discount | ||||||
Total assets | $ 35,701,532 | 35,216,939 | 55,228,382 | $ 54,569,088 | $ 324,041,674 | |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Forward Purchase Agreement liability | 633,205 | |||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Accounts payable and accounts payable | 3,976,694 | 3,853,954 | 3,584,797 | |||
Due to related party | 258,966 | 331,826 | 265,000 | |||
Convertible promissory note – related party | 1,000,000 | 1,000,000 | 1,000,000 | |||
Promissory Note – related party | 250,000 | 250,000 | 250,000 | |||
Subscription liability | 1,567,406 | |||||
Subscription liability, net of debt discount | 1,060,112 | 467,274 | 251,880 | |||
Total current liabilities | 7,736,027 | 6,545,772 | 5,903,054 | 5,984,882 | 3,875,756 | |
Warrant liabilities | 1,643,271 | 758,433 | 423,458 | 2,401,703 | 379,217 | |
Deferred underwriting commissions liabilities | 11,172,572 | |||||
Total liabilities | 9,379,298 | 7,304,205 | 6,326,512 | 8,386,585 | 15,427,545 | |
Commitments and Contingencies | ||||||
Temporary Shares | 35,555,976 | 323,911,642 | ||||
Stockholders’ Equity: | ||||||
Preferred stock | ||||||
Additional paid-in capital | 6,098,498 | 6,319,277 | 6,912,413 | 7,531,767 | ||
Accumulated deficit | (15,333,039) | (13,504,009) | (13,165,959) | (15,718,359) | (15,298,312) | |
Total shareholders’ deficit | (9,233,742) | (7,183,933) | (6,252,747) | (8,185,793) | (15,297,513) | $ (21,180,336) |
ASSETS | ||||||
Cash | 94,703 | 92,722 | 20,880 | 97,811 | 86,401 | |
Prepaid expense | 50,853 | 27,550 | 52,885 | 102,980 | 43,631 | |
Total current assets | 145,556 | 120,272 | 73,765 | 200,791 | 130,032 | |
Investments held in Trust Account | 35,096,667 | 55,154,617 | 54,368,297 | |||
Total liabilities, redeemable ordinary shares and shareholders’ deficit | 35,701,532 | 35,216,939 | 55,228,382 | 54,569,088 | 324,041,674 | |
Class A Ordinary Shares | ||||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Temporary Shares | 35,096,667 | 55,154,617 | 54,368,296 | |||
Stockholders’ Equity: | ||||||
Ordinary Shares | 799 | 799 | ||||
Class B Ordinary Shares | ||||||
Stockholders’ Equity: | ||||||
Ordinary Shares | 799 | 799 | 799 | |||
As Reported [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Debt discount | 4,372,334 | 2,479,445 | ||||
Total assets | 39,589,273 | 57,707,827 | 54,569,088 | |||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Forward Purchase Agreement liability | 633,205 | |||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Accounts payable and accounts payable | 3,976,694 | 3,853,954 | 3,584,797 | |||
Due to related party | 258,966 | 331,826 | 265,000 | |||
Convertible promissory note – related party | 1,000,000 | 1,000,000 | 1,000,000 | |||
Promissory Note – related party | 250,000 | 250,000 | 250,000 | |||
Subscription liability | 9,191,162 | 1,946,467 | 800,746 | |||
Subscription liability, net of debt discount | ||||||
Total current liabilities | 14,676,822 | 7,382,247 | 6,533,748 | |||
Warrant liabilities | 758,433 | 423,458 | 2,401,703 | |||
Deferred underwriting commissions liabilities | ||||||
Total liabilities | 15,435,255 | 7,805,705 | 8,935,451 | |||
Stockholders’ Equity: | ||||||
Preferred stock | ||||||
Additional paid-in capital | 5,404,501 | 6,488,812 | 7,275,132 | |||
Accumulated deficit | (16,347,949) | (11,742,106) | (16,010,590) | |||
Total shareholders’ deficit | (10,942,649) | (5,252,495) | (8,734,659) | $ (15,297,513) | ||
ASSETS | ||||||
Cash | 92,722 | 20,880 | 97,811 | |||
Prepaid expense | 27,550 | 52,885 | 102,980 | |||
Total current assets | 120,272 | 73,765 | 200,791 | |||
Investments held in Trust Account | 35,096,667 | 55,154,617 | 54,368,297 | |||
Total liabilities, redeemable ordinary shares and shareholders’ deficit | 39,589,273 | 57,707,827 | 54,569,088 | |||
As Reported [Member] | Class A Ordinary Shares | ||||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Temporary Shares | 35,096,667 | 55,154,617 | 54,368,296 | |||
Stockholders’ Equity: | ||||||
Ordinary Shares | 799 | |||||
As Reported [Member] | Class B Ordinary Shares | ||||||
Stockholders’ Equity: | ||||||
Ordinary Shares | 799 | 799 | ||||
Adjustment [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Debt discount | (4,372,334) | (2,479,445) | ||||
Total assets | (4,372,334) | (2,479,445) | ||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||
Subscription liability | (9,191,162) | (1,946,467) | (800,746) | |||
Subscription liability, net of debt discount | 1,060,112 | 467,274 | 251,880 | |||
Total current liabilities | (8,131,050) | (1,479,193) | (548,866) | |||
Total liabilities | (8,131,050) | (1,479,193) | (548,866) | |||
Stockholders’ Equity: | ||||||
Additional paid-in capital | 914,776 | 423,601 | 256,635 | |||
Accumulated deficit | 2,843,940 | (1,423,853) | 292,231 | |||
Total shareholders’ deficit | 3,758,716 | (1,000,252) | $ 548,866 | |||
ASSETS | ||||||
Total liabilities, redeemable ordinary shares and shareholders’ deficit | $ (4,372,334) | $ (2,479,445) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary Shares | 3,255,593 | 31,921,634 | |||
Ordinary Shares (in Dollars per share) | $ 10.92 | $ 10.15 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Class A Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary Shares | 3,255,593 | 31,921,634 | 31,921,634 | 31,921,634 | |
Ordinary Shares (in Dollars per share) | $ 10.15 | $ 10.15 | $ 10.15 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 7,980,409 | 0 | |||
Ordinary shares, shares outstanding | 7,980,409 | 0 | |||
Class B Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
Ordinary shares, shares outstanding | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
As Reported [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
As Reported [Member] | Class A Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary Shares | 3,255,593 | 5,228,218 | 3,255,593 | ||
Ordinary Shares (in Dollars per share) | $ 10.72 | $ 10.78 | $ 10.55 | $ 10.78 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Ordinary shares, shares issued | 7,980,409 | 7,980,409 | |||
Ordinary shares, shares outstanding | 7,980,409 | 7,980,409 | |||
As Reported [Member] | Class B Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Ordinary shares, shares issued | 7,980,409 | ||||
Ordinary shares, shares outstanding | 7,980,409 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Interest Expense – Debt Discount | $ (279,013) | $ (106,416) | $ (28,515) | $ (134,931) | $ (413,944) | $ (759,768) | ||
Change in fair value of subscription liability | ||||||||
Total other (expense) income, net | 15,322 | 3,131,354 | 733,235 | 3,864,589 | 3,879,911 | |||
Net (loss) income | (338,050) | 2,552,400 | (420,047) | $ 2,552,400 | 2,132,353 | 1,794,302 | (34,727) | 10,578,125 |
Formation and operating costs | 353,372 | 578,954 | 1,153,282 | 1,732,236 | 2,085,609 | |||
Loss from operations | (353,372) | (578,954) | (1,153,282) | (1,732,236) | (2,085,609) | (3,098,285) | (4,074,437) | |
Other (expense) income: | ||||||||
Change in fair value of warrant liabilities | (334,975) | 1,978,245 | (2,022,486) | (44,241) | (379,216) | (1,264,054) | 8,973,522 | |
Change in fair value of Forward Purchase Agreement | 633,205 | (325,091) | 308,114 | 308,114 | 308,114 | |||
Issuance of Forward Purchase Agreement | (308,114) | (308,114) | (308,114) | (308,114) | ||||
Reduction of deferred underwriter fee payable | 328,474 | 328,474 | 328,474 | 328,474 | ||||
Interest income – trust account | $ 629,310 | $ 626,320 | $ 3,088,967 | $ 3,715,287 | $ 4,344,597 | $ 4,758,906 | $ 4,679,040 | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 4,970,919 | 13,208,627 | 26,286,357 | 15,699,166 | 12,083,753 | |||
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | |||
Class A Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 1,474,641 | 526,181 | 2,405,055 | |||||
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.09 | $ 0 | |||||
Class B Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 6,505,768 | 7,980,409 | 7,980,409 | 7,980,409 | 7,454,228 | 5,575,354 | 7,980,409 | |
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | $ 0 | $ 0.27 | |
As Previously Reported [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Interest Expense – Debt Discount | $ (2,467,496) | $ (1,045,564) | $ (302,469) | $ (1,348,033) | $ (3,815,529) | |||
Change in fair value of subscription liability | (2,079,310) | 2,655,232 | (18,277) | 2,636,955 | 557,645 | |||
Total other (expense) income, net | (4,252,471) | 4,847,438 | 441,004 | 5,288,442 | 1,035,971 | |||
Net (loss) income | (4,605,843) | 4,268,484 | (712,278) | 4,268,484 | 3,556,206 | (1,049,638) | ||
Formation and operating costs | 353,372 | 578,954 | 1,153,282 | 1,732,236 | 2,085,609 | |||
Loss from operations | (353,372) | (578,954) | (1,153,282) | (1,732,236) | (2,085,609) | |||
Other (expense) income: | ||||||||
Change in fair value of warrant liabilities | (334,975) | 1,978,245 | (2,022,486) | (44,241) | (379,216) | |||
Change in fair value of Forward Purchase Agreement | 633,205 | (325,091) | 308,114 | 308,114 | ||||
Issuance of Forward Purchase Agreement | (308,114) | (308,114) | (308,114) | |||||
Reduction of deferred underwriter fee payable | 328,474 | 328,474 | 328,474 | |||||
Interest income – trust account | $ 629,310 | $ 626,320 | $ 3,088,967 | $ 3,715,287 | $ 4,344,597 | |||
As Previously Reported [Member] | Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 4,970,919 | 13,208,627 | 26,286,357 | 15,699,166 | 12,083,753 | |||
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.36) | $ 0.2 | $ (0.02) | $ 0.15 | $ (0.05) | |||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 1,474,641 | 526,181 | ||||||
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.36) | $ (0.05) | ||||||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Weighted average shares outstanding (in Shares) | 6,505,768 | 7,980,409 | 7,980,409 | 7,980,409 | 7,454,228 | |||
Basic net (loss) income per ordinary share (in Dollars per share) | $ (0.36) | $ 0.2 | $ (0.02) | $ 0.15 | $ (0.05) | |||
Restatement Impacts [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Interest Expense – Debt Discount | $ 2,188,483 | $ 939,148 | $ 273,954 | $ 1,213,102 | $ 3,401,585 | |||
Change in fair value of subscription liability | 2,079,310 | (2,655,232) | 18,277 | (2,636,955) | (557,645) | |||
Total other (expense) income, net | 4,267,793 | (1,716,084) | 292,231 | (1,423,853) | 2,843,940 | |||
Net (loss) income | $ 4,267,793 | $ (1,716,084) | $ 292,231 | $ (1,716,084) | $ (1,423,853) | $ 2,843,940 | ||
Restatement Impacts [Member] | Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Basic net (loss) income per ordinary share (in Dollars per share) | $ 0.33 | $ (0.08) | $ 0.01 | $ (0.06) | $ 0.14 | |||
Restatement Impacts [Member] | Class A Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Basic net (loss) income per ordinary share (in Dollars per share) | 0.33 | 0.14 | ||||||
Restatement Impacts [Member] | Class B Ordinary Shares [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | ||||||||
Basic net (loss) income per ordinary share (in Dollars per share) | $ 0.33 | $ (0.08) | $ 0.01 | $ (0.06) | $ 0.14 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Statement of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | ||
Class A Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | (0.03) | 0.09 | $ 0 | ||||
Class B Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | (0.03) | 0.12 | (0.01) | 0.09 | 0.09 | $ 0 | $ 0.27 |
As Previously Reported [Member] | Class A Ordinary Shares Subject to Possible Redemption [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | (0.36) | 0.20 | (0.02) | 0.15 | (0.05) | ||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | (0.36) | (0.05) | |||||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | (0.36) | 0.20 | (0.02) | 0.15 | (0.05) | ||
Restatement Impacts [Member] | Class A Ordinary Shares Subject to Possible Redemption [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | 0.33 | (0.08) | 0.01 | (0.06) | 0.14 | ||
Restatement Impacts [Member] | Class A Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | 0.33 | 0.14 | |||||
Restatement Impacts [Member] | Class B Ordinary Shares [Member] | |||||||
Schedule of Unaudited Condensed Consolidated Statement of Operations [Line Items] | |||||||
Diluted net (loss) income per ordinary share | $ 0.33 | $ (0.08) | $ 0.01 | $ (0.06) | $ 0.14 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | $ 6,319,277 | $ 6,912,413 | $ 7,531,767 | $ 6,912,413 | $ 6,912,413 | $ 6,319,277 | $ 6,098,498 | ||
Accumulated deficit | (13,504,009) | (13,165,959) | (15,718,359) | (13,165,959) | (13,165,959) | (13,504,009) | (15,333,039) | (15,298,312) | |
Issuance of subscription shares | 1,153,305 | ||||||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | 2,552,400 | 2,132,353 | 1,794,302 | (34,727) | 10,578,125 | |
TOTAL SHAREHOLDERS’ DEFICIT | (7,183,933) | (6,252,747) | (8,185,793) | (6,252,747) | (6,252,747) | (7,183,933) | (9,233,742) | (15,297,513) | $ (21,180,336) |
Additional Paid-in Capital [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | 6,319,277 | 6,912,413 | 7,531,767 | 6,912,413 | 6,912,413 | 6,319,277 | |||
Issuance of subscription shares | 1,153,305 | ||||||||
Net income (loss) | |||||||||
TOTAL SHAREHOLDERS’ DEFICIT | 6,319,277 | 6,912,413 | 7,531,767 | 6,912,413 | 6,912,413 | 6,319,277 | 6,098,498 | ||
Retained Earnings [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Accumulated deficit | (13,504,009) | (13,165,959) | (15,718,360) | (13,165,959) | (13,165,959) | (13,504,009) | |||
Issuance of subscription shares | |||||||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | (34,727) | 10,578,125 | ||||
TOTAL SHAREHOLDERS’ DEFICIT | (13,504,009) | (13,165,959) | (15,718,359) | (13,165,959) | (13,165,959) | (13,504,009) | $ (15,333,039) | (15,298,312) | $ (21,181,135) |
Common Stock [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Issuance of subscription shares | 491,176 | 256,635 | 166,965 | ||||||
As Reported [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | 5,404,501 | 6,488,812 | 7,275,132 | 6,488,812 | 6,488,812 | 5,404,501 | |||
Accumulated deficit | (16,347,949) | (11,742,106) | (16,010,590) | (11,742,106) | (11,742,106) | (16,347,949) | |||
Net income (loss) | (4,605,843) | 4,268,484 | (712,278) | 4,268,484 | 3,556,206 | (1,049,638) | |||
TOTAL SHAREHOLDERS’ DEFICIT | (10,942,649) | (5,252,495) | (8,734,659) | (5,252,495) | (5,252,495) | (10,942,649) | (15,297,513) | ||
As Reported [Member] | Additional Paid-in Capital [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | 5,404,501 | 6,488,812 | 7,275,132 | 6,488,812 | 6,488,812 | 5,404,501 | |||
TOTAL SHAREHOLDERS’ DEFICIT | 5,404,501 | 6,488,812 | 7,275,132 | 6,488,812 | 6,488,812 | 5,404,501 | |||
As Reported [Member] | Retained Earnings [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Accumulated deficit | (16,347,949) | (11,742,106) | (16,010,590) | (11,742,106) | (11,742,106) | (16,347,949) | |||
Net income (loss) | (4,605,843) | 4,268,484 | (712,278) | ||||||
TOTAL SHAREHOLDERS’ DEFICIT | (16,347,949) | (11,742,106) | (16,010,590) | (11,742,106) | (11,742,106) | (16,347,949) | $ (15,298,312) | ||
As Reported [Member] | Common Stock [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Issuance of subscription shares | |||||||||
Adjustment [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | 914,776 | 423,601 | 256,635 | 423,601 | 423,601 | 914,776 | |||
Accumulated deficit | 2,843,940 | (1,423,853) | 292,231 | (1,423,853) | (1,423,853) | 2,843,940 | |||
Net income (loss) | 4,267,793 | (1,716,084) | 292,231 | (1,716,084) | (1,423,853) | 2,843,940 | |||
TOTAL SHAREHOLDERS’ DEFICIT | 3,758,716 | (1,000,252) | 548,866 | (1,000,252) | (1,000,252) | 3,758,716 | |||
Adjustment [Member] | Additional Paid-in Capital [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Additional paid-in capital | 914,776 | 423,601 | 256,635 | 423,601 | 423,601 | 914,776 | |||
Adjustment [Member] | Retained Earnings [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Accumulated deficit | 2,843,940 | $ (1,423,853) | 292,231 | (1,423,853) | $ (1,423,853) | $ 2,843,940 | |||
Adjustment [Member] | Common Stock [Member] | |||||||||
Schedule of Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit [Line Items] | |||||||||
Issuance of subscription shares | $ 491,176 | $ 256,635 | $ 166,965 |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Unaudited Condensed Consolidated Statement of Cash Flows [Line Items] | ||||||||
Interest expense – debt discount | $ 279,013 | $ 106,416 | $ 28,515 | $ 134,931 | $ 413,944 | $ 759,768 | ||
Change in fair value of subscription liability | ||||||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | $ 2,552,400 | 2,132,353 | 1,794,302 | (34,727) | 10,578,125 |
Issuance of subscription shares | 256,635 | 423,600 | 914,776 | |||||
Cash Flows from Operating Activities: | ||||||||
Interest earned on investments held in Trust Account | (629,310) | (626,320) | (3,088,967) | (3,715,287) | (4,344,597) | (4,758,906) | (4,679,040) | |
Changes in fair value of warrant liabilities | 334,975 | (1,978,245) | 2,022,486 | 44,241 | 379,216 | 1,264,054 | (8,973,522) | |
Reduction of deferred underwriter fees | (328,474) | (328,474) | (328,474) | (328,474) | ||||
Issuance of Forward Purchase Agreement | 308,114 | 308,114 | 308,114 | 308,114 | ||||
Change in fair value of Forward Purchase Agreement | (633,205) | 325,091 | (308,114) | (308,114) | (308,114) | |||
Prepaid assets | (59,349) | (9,254) | 16,081 | (7,222) | 348,794 | |||
Due to related party | 30,000 | 96,826 | 23,966 | |||||
Accounts payable and accrued expenses | 944,041 | 1,213,199 | 1,335,939 | 1,946,574 | 1,584,820 | |||
Net cash used in operating activities | (238,590) | (431,465) | (709,623) | (1,062,642) | (1,020,823) | |||
Cash flows from Investing Activities: | ||||||||
Extension payment deposit in Trust | (480,000) | (640,000) | (1,095,000) | (1,140,000) | ||||
Cash withdrawn for redemptions | 273,112,312 | 273,112,312 | 294,254,572 | 294,254,572 | ||||
Net cash provided by investing activities | 272,632,312 | 272,472,312 | 293,159,572 | 293,114,572 | ||||
Cash flows from Financing Activities: | ||||||||
Proceeds from the subscription liability | 480,000 | 755,944 | 1,560,944 | 1,960,944 | ||||
Redemption from Trust Account for ordinary shares | (273,112,312) | (273,112,312) | (294,254,572) | (294,254,572) | ||||
Proceeds from note payable-related party | 250,000 | 250,000 | 250,000 | 250,000 | 1,000,000 | |||
Net cash (used in) provided by financing activities | (272,382,312) | (272,106,368) | (292,443,628) | (292,043,628) | 1,000,000 | |||
Net Change in Cash | 11,410 | (65,521) | 6,321 | 8,302 | (20,823) | |||
Cash – Beginning of period | 20,880 | 97,811 | 86,401 | 86,401 | 86,401 | 86,401 | 107,224 | |
Cash – End of period | 92,722 | 20,880 | 97,811 | 20,880 | 20,880 | 92,722 | 94,703 | 86,401 |
Accretion of Class A ordinary shares subject to possible redemption | 1,084,311 | 786,320 | 3,568,966 | 4,355,287 | 5,439,596 | 4,695,302 | ||
Issuance of subscription shares | 423,601 | 914,776 | 1,153,306 | |||||
As Reported [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Cash Flows [Line Items] | ||||||||
Interest expense – debt discount | 2,467,496 | 1,045,564 | 302,469 | 1,348,033 | 3,815,529 | |||
Change in fair value of subscription liability | 18,277 | (2,636,955) | (557,645) | |||||
Net income (loss) | (4,605,843) | 4,268,484 | (712,278) | 4,268,484 | 3,556,206 | (1,049,638) | ||
Issuance of subscription shares | ||||||||
Cash Flows from Operating Activities: | ||||||||
Interest earned on investments held in Trust Account | (629,310) | (626,320) | (3,088,967) | (3,715,287) | (4,344,597) | |||
Changes in fair value of warrant liabilities | 334,975 | (1,978,245) | 2,022,486 | 44,241 | 379,216 | |||
Reduction of deferred underwriter fees | (328,474) | (328,474) | (328,474) | |||||
Issuance of Forward Purchase Agreement | 308,114 | 308,114 | 308,114 | |||||
Change in fair value of Forward Purchase Agreement | (633,205) | 325,091 | (308,114) | (308,114) | ||||
Prepaid assets | (59,349) | (9,254) | 16,081 | |||||
Due to related party | 30,000 | 96,826 | 23,966 | |||||
Accounts payable and accrued expenses | 944,041 | 1,213,199 | 1,335,939 | |||||
Net cash used in operating activities | (238,590) | (431,465) | (709,623) | |||||
Cash flows from Investing Activities: | ||||||||
Extension payment deposit in Trust | (480,000) | (640,000) | (1,095,000) | |||||
Cash withdrawn for redemptions | 273,112,312 | 273,112,312 | 294,254,572 | |||||
Net cash provided by investing activities | 272,632,312 | 272,472,312 | 293,159,572 | |||||
Cash flows from Financing Activities: | ||||||||
Proceeds from the subscription liability | 480,000 | 755,944 | 1,560,944 | |||||
Redemption from Trust Account for ordinary shares | (273,112,312) | (273,112,312) | (294,254,572) | |||||
Proceeds from note payable-related party | 250,000 | 250,000 | 250,000 | |||||
Net cash (used in) provided by financing activities | (272,382,312) | (272,106,368) | (292,443,628) | |||||
Net Change in Cash | 11,410 | (65,521) | 6,321 | |||||
Cash – Beginning of period | 20,880 | 97,811 | 86,401 | 86,401 | 86,401 | $ 86,401 | ||
Cash – End of period | 92,722 | 20,880 | 97,811 | 20,880 | 20,880 | 92,722 | $ 86,401 | |
Accretion of Class A ordinary shares subject to possible redemption | 1,084,311 | 786,320 | 3,568,966 | 4,355,287 | 5,439,596 | |||
Issuance of subscription shares | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||||
Schedule of Unaudited Condensed Consolidated Statement of Cash Flows [Line Items] | ||||||||
Interest expense – debt discount | (2,188,483) | (939,148) | (273,954) | (1,213,102) | (3,401,585) | |||
Change in fair value of subscription liability | (18,277) | 2,636,955 | 557,645 | |||||
Net income (loss) | $ 4,267,793 | $ (1,716,084) | 292,231 | $ (1,716,084) | (1,423,853) | 2,843,940 | ||
Issuance of subscription shares | $ 256,635 | $ 423,600 | $ 914,776 |
Restatement of Previously Iss_9
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | $ (6,252,747) | $ (8,185,793) | $ (15,297,513) | $ (15,297,513) | $ (15,297,513) | $ (15,297,513) | $ (21,180,336) | |
Reduction of deferred underwriter fees | 10,844,098 | 10,844,098 | ||||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | (786,320) | (3,568,966) | (4,355,287) | (5,439,596) | (4,695,302) | ||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | $ 2,552,400 | 2,132,353 | 1,794,302 | (34,727) | 10,578,125 |
Balance | (7,183,933) | (6,252,747) | (8,185,793) | (6,252,747) | (6,252,747) | (7,183,933) | (9,233,742) | (15,297,513) |
Conversion of class B shares to Class A shares | ||||||||
Additional Paid-in Capital | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | 6,912,413 | 7,531,767 | ||||||
Reduction of deferred underwriter fees | 10,844,098 | 10,844,098 | ||||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | (786,320) | (3,568,966) | |||||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||||
Net income (loss) | ||||||||
Balance | 6,319,277 | 6,912,413 | 7,531,767 | 6,912,413 | 6,912,413 | 6,319,277 | 6,098,498 | |
Conversion of class B shares to Class A shares | ||||||||
Accumulated Deficit | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | (13,165,959) | (15,718,359) | (15,298,312) | (15,298,312) | (15,298,312) | (15,298,312) | (21,181,135) | |
Reduction of deferred underwriter fees | ||||||||
Accretion of Class A ordinary shares to redemption value | (4,695,302) | |||||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | (34,727) | 10,578,125 | |||
Balance | $ (13,504,009) | $ (13,165,959) | $ (15,718,359) | $ (13,165,959) | $ (13,165,959) | $ (13,504,009) | (15,333,039) | $ (15,298,312) |
Conversion of class B shares to Class A shares | ||||||||
Class A Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 0 | 0 | 0 | 0 | ||||
Balance (in Shares) | 7,980,409 | 0 | ||||||
Class A Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | ||||||||
Balance | ||||||||
Reduction of deferred underwriter fees | ||||||||
Accretion of Class A ordinary shares to redemption value | ||||||||
Net income (loss) | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | ||||||
Balance | $ 799 | $ 799 | $ 799 | |||||
Conversion of class B shares to Class A shares (in Shares) | 7,980,409 | 7,980,409 | ||||||
Conversion of class B shares to Class A shares | $ 799 | $ 799 | ||||||
Class B Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | ||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 0 | 7,980,409 |
Class B Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | ||
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | |
Reduction of deferred underwriter fees | ||||||||
Accretion of Class A ordinary shares to redemption value | ||||||||
Net income (loss) | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | |||
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | |||
Conversion of class B shares to Class A shares (in Shares) | (7,980,409) | (7,980,409) | ||||||
Conversion of class B shares to Class A shares | $ (799) | $ (799) | ||||||
As Previously Reported [Member] | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | (5,252,495) | (8,734,659) | (15,297,513) | (15,297,513) | (15,297,513) | (15,297,513) | ||
Reduction of deferred underwriter fees | 10,844,098 | |||||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | (786,320) | (3,568,966) | (4,355,287) | (5,439,596) | |||
Net income (loss) | (4,605,843) | 4,268,484 | (712,278) | 4,268,484 | 3,556,206 | (1,049,638) | ||
Balance | (10,942,649) | (5,252,495) | (8,734,659) | (5,252,495) | (5,252,495) | (10,942,649) | (15,297,513) | |
Conversion of class B shares to Class A shares | ||||||||
As Previously Reported [Member] | Additional Paid-in Capital | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | 6,488,812 | 7,275,132 | ||||||
Reduction of deferred underwriter fees | 10,844,098 | |||||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | (786,320) | (3,568,966) | |||||
Balance | 5,404,501 | 6,488,812 | 7,275,132 | 6,488,812 | 6,488,812 | 5,404,501 | ||
As Previously Reported [Member] | Accumulated Deficit | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | (11,742,106) | (16,010,590) | (15,298,312) | (15,298,312) | (15,298,312) | $ (15,298,312) | ||
Accretion of Class A ordinary shares to redemption value | ||||||||
Net income (loss) | (4,605,843) | 4,268,484 | (712,278) | |||||
Balance | $ (16,347,949) | $ (11,742,106) | $ (16,010,590) | $ (11,742,106) | $ (11,742,106) | $ (16,347,949) | $ (15,298,312) | |
As Previously Reported [Member] | Class A Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | |||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | |||||
As Previously Reported [Member] | Class A Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | ||||||||
Balance | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | ||||||
Balance | $ 799 | $ 799 | ||||||
Conversion of class B shares to Class A shares (in Shares) | 7,980,409 | |||||||
Conversion of class B shares to Class A shares | $ 799 | |||||||
As Previously Reported [Member] | Class B Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | |||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | |||||
As Previously Reported [Member] | Class B Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | ||
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | ||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | |||
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | |||
Conversion of class B shares to Class A shares (in Shares) | (7,980,409) | |||||||
Conversion of class B shares to Class A shares | $ (799) | |||||||
Restatement Impacts [Member] | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | (16,297,765) | (14,748,647) | (15,297,513) | (15,297,513) | (15,297,513) | (15,297,513) | ||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||||
Net income (loss) | 4,267,793 | (1,716,084) | 292,231 | |||||
Balance | (11,538,797) | (16,297,765) | (14,748,647) | (16,297,765) | (16,297,765) | (11,538,797) | (15,297,513) | |
Conversion of class B shares to Class A shares | ||||||||
Restatement Impacts [Member] | Additional Paid-in Capital | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | 423,601 | 256,635 | ||||||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||||
Balance | 914,776 | 423,601 | 256,635 | 423,601 | 423,601 | 914,776 | ||
Restatement Impacts [Member] | Accumulated Deficit | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance | (16,722,165) | (15,006,081) | (15,298,312) | (15,298,312) | (15,298,312) | $ (15,298,312) | ||
Accretion of Class A ordinary shares to redemption value | ||||||||
Net income (loss) | 4,267,793 | (1,716,084) | 292,231 | |||||
Balance | $ (12,454,372) | $ (16,722,165) | $ (15,006,081) | $ (16,722,165) | $ (16,722,165) | $ (12,454,372) | $ (15,298,312) | |
Restatement Impacts [Member] | Class A Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | ||||||||
Balance | ||||||||
Balance (in Shares) | ||||||||
Balance | ||||||||
Restatement Impacts [Member] | Class B Ordinary Shares | Ordinary Shares | ||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | ||
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | ||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | |
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | |||||
Assets held in trust account | $ 35,555,976 | $ 323,911,642 | |||
Cash, FDIC insured amount | 250,000 | ||||
Derivative liability | $ 2,500,000 | ||||
Aggregate amount | $ 491,175 | $ 166,966 | $ 256,635 | ||
Warrant [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Diluted shares (in Shares) | 12,640,544 | 12,640,544 | |||
Sponsor [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Aggregate amount | $ 2,359,975 | ||||
Subscription Agreement [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Aggregate amount | $ 1,960,944 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Ordinary Shares Subject to Possible Redemption Reflected on the Consolidated Balance Sheets - Ordinary shares subject to possible redemption [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Ordinary Shares Subject to Possible Redemption Reflected on the Consolidated Balance Sheets [Line Items] | ||
Ordinary shares subject to possible redemption Beginning | $ 323,911,642 | $ 319,216,340 |
Plus: | ||
Accretion adjustment of carrying value to redemption value | 5,898,906 | 4,695,302 |
Ordinary shares subject to possible redemption Ending | 35,555,976 | $ 323,911,642 |
Redemptions of ordinary shares | $ (294,254,572) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary share subject to possible redemption [Member] | |||||||
NUMERATOR | |||||||
Allocation of net (loss) income | $ (19,192) | $ 8,462,500 | |||||
DENOMINATOR | |||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 9,858,573 | 31,921,634 | |||||
Basic net (loss) income per shares | $ 0 | $ 0.27 | |||||
Class A Ordinary Shares [Member] | |||||||
NUMERATOR | |||||||
Allocation of net (loss) income | $ (4,682) | ||||||
DENOMINATOR | |||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 1,474,641 | 526,181 | 2,405,055 | ||||
Basic net (loss) income per shares | $ (0.03) | $ 0.09 | $ 0 | ||||
Class B Ordinary Shares [Member] | |||||||
NUMERATOR | |||||||
Allocation of net (loss) income | $ (10,853) | $ 2,115,625 | |||||
DENOMINATOR | |||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 6,505,768 | 7,980,409 | 7,980,409 | 7,980,409 | 7,454,228 | 5,575,354 | 7,980,409 |
Basic net (loss) income per shares | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | $ 0 | $ 0.27 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary share subject to possible redemption [Member] | |||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | |||||||
Weighted average shares outstanding diluted | 9,858,573 | 31,921,634 | |||||
Diluted net (loss) income per share | $ 0 | $ 0.27 | |||||
Class A Ordinary Shares [Member] | |||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | |||||||
Weighted average shares outstanding diluted | 2,405,055 | ||||||
Diluted net (loss) income per share | $ (0.03) | $ 0.09 | $ 0 | ||||
Class B Ordinary Shares [Member] | |||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | |||||||
Weighted average shares outstanding diluted | 5,575,354 | 7,980,409 | |||||
Diluted net (loss) income per share | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | $ 0 | $ 0.27 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | ||
Apr. 14, 2021 | Mar. 18, 2021 | Dec. 31, 2023 | |
Initial Public Offering [Line Items] | |||
Price per share (in Dollars per share) | $ 9.2 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Share Issued | 1,921,634 | 30,000,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Price per share (in Dollars per share) | 9.2 | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Share Issued | 31,921,634 | ||
Number of shares in a unit | 1 | 1 | |
Warrant [Member] | Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Number of warrants in a unit | 1 | ||
Warrant [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Number of warrants in a unit | 1 | ||
Warrant [Member] | Class A Ordinary Shares [Member] | Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 |
Private Placements (Details)
Private Placements (Details) - USD ($) | 12 Months Ended | |
Apr. 14, 2021 | Dec. 31, 2023 | |
Private Placement Warrants [Member] | ||
Private Placements [Line Items] | ||
Aggregate purchase price | $ 9,000,000 | |
Private Placement Warrants [Member] | Private Placement [Member] | ||
Private Placements [Line Items] | ||
Warrant issued | 6,000,000 | |
Warrant price per share | $ 1.5 | |
Warrant [Member] | ||
Private Placements [Line Items] | ||
Net Proceeds | $ 384,327 | |
Warrant [Member] | Class A Ordinary Shares [Member] | ||
Private Placements [Line Items] | ||
Warrant issued | 256,218 | |
Warrant [Member] | Class A Ordinary Shares [Member] | Private Placement [Member] | ||
Private Placements [Line Items] | ||
Warrant price per share | $ 1.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Nov. 27, 2023 | Nov. 21, 2023 | Nov. 16, 2023 | Nov. 12, 2023 | Jul. 14, 2023 | May 23, 2023 | Mar. 18, 2023 | Mar. 16, 2023 | Jul. 11, 2022 | May 02, 2021 | Apr. 14, 2021 | Mar. 18, 2021 | Jan. 13, 2021 | Jan. 13, 2021 | Oct. 18, 2023 | Jul. 25, 2023 | May 23, 2023 | Mar. 17, 2023 | Mar. 16, 2023 | Aug. 25, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 14, 2023 | |
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 491,175 | $ 166,966 | $ 256,635 | |||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 9.2 | |||||||||||||||||||||||||||
Total principal amount | 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 1,000,000 | |||||||||||||||||||||||
Borrowings | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||||||||||||||
Incurred cost | $ 340,000 | 120,000 | ||||||||||||||||||||||||||
Working capital requirements | $ 2,359,975 | |||||||||||||||||||||||||||
Paid to sponsor | $ 250,000 | $ 249,975 | ||||||||||||||||||||||||||
Shares issued (in Shares) | 71,956 | |||||||||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12.5 | |||||||||||||||||||||||||||
Founder shares (in Shares) | 74,695 | 1,341,140 | ||||||||||||||||||||||||||
Subscription | $ 15 | $ 1,090,000 | ||||||||||||||||||||||||||
Capital commitment | $ 750,000 | |||||||||||||||||||||||||||
Subscription per share (in Dollars per share) | $ 12.5 | |||||||||||||||||||||||||||
Sponsor raise amount | $ 800,000 | |||||||||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Subscription | $ 1,500,000 | 1,090,000 | $ 1,500,000 | |||||||||||||||||||||||||
A&R Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 1,500,000 | |||||||||||||||||||||||||||
Second Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Working capital requirements | 1,090,000 | |||||||||||||||||||||||||||
Paid to sponsor | 750,000 | |||||||||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12.5 | |||||||||||||||||||||||||||
Founder Shares [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Stock issued (in Shares) | 202,500 | 360,000 | ||||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||||||||||
Stock issued (in Shares) | 1,921,634 | 4,500,000 | ||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | 1.5 | |||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | 9.2 | |||||||||||||||||||||||||||
Common stock price trigger (in Dollars per share) | 12 | |||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 11.5 | |||||||||||||||||||||||||||
Shares issued (in Shares) | 431,735 | |||||||||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12.5 | |||||||||||||||||||||||||||
Founder shares (in Shares) | 74,695 | |||||||||||||||||||||||||||
Subscription | $ 15 | |||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Subscription | 1,500,000 | |||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | Second Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 15 | |||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | 12.5 | |||||||||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12.5 | |||||||||||||||||||||||||||
Founder shares (in Shares) | 448,169 | |||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 2,359,975 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.003 | $ 0.003 | ||||||||||||||||||||||||||
Proceeds from notes payable | $ 300,000 | |||||||||||||||||||||||||||
Sponsor [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 270,000 | $ 480,000 | ||||||||||||||||||||||||||
Working capital requirements | $ 480,000 | 480,000 | ||||||||||||||||||||||||||
Working capital requirements | $ 270,000 | |||||||||||||||||||||||||||
Sponsor [Member] | A&R Subscription Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 160,000 | |||||||||||||||||||||||||||
Mr. Kanishka Roy [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Total principal amount | $ 250,000 | |||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||
Borrowings | 250,000 | 0 | ||||||||||||||||||||||||||
Mike Dinsdale [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Total principal amount | 500,000 | |||||||||||||||||||||||||||
Increments amount | $ 50,000 | |||||||||||||||||||||||||||
Mike Dinsdale [Member] | Private Placement Warrants [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Ursula Burns [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Total principal amount | $ 500,000 | |||||||||||||||||||||||||||
Increments amount | $ 50,000 | |||||||||||||||||||||||||||
Initial business combination principal rate | 50% | |||||||||||||||||||||||||||
Ursula Burns [Member] | Private Placement Warrants [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Investor [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 15 | |||||||||||||||||||||||||||
Founder shares (in Shares) | 71,956 | |||||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Incurred cost | $ 215,094 | |||||||||||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Number of shares subject to forfeiture shares (in Shares) | 644,591 | |||||||||||||||||||||||||||
Initial Business Combination | 1 year | |||||||||||||||||||||||||||
Founder shares (in Shares) | 281,236 | |||||||||||||||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Stock issued (in Shares) | 1,921,634 | |||||||||||||||||||||||||||
Number of shares subject to forfeiture (in Shares) | 644,591 | 1,125,000 | 1,125,000 | |||||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Issuance of common stock to sponsor | $ 25,000 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued (in Shares) | 8,625,000 | |||||||||||||||||||||||||||
Working Capital Loan [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Working capital loan | $ 1,500,000 | |||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Total principal amount | $ 1,090,000 | $ 1,500,000 | ||||||||||||||||||||||||||
Incurred cost | $ 800,000 | |||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Office space paid | $ 10,000 | |||||||||||||||||||||||||||
Office Space, Secretarial And Administrative Services [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Incurred cost | $ 120,000 | |||||||||||||||||||||||||||
Reimbursement of Salaries and Other Services [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Incurred cost | $ 549,198 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Warrants [Line Items] | |
Agreed business days | 20 days |
Business days | 60 days |
Warrants exercise day | 60 days |
Warrant description | In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. |
Redemption of warrants | $ 18 |
Share issued price per share | $ 9.2 |
Total equity proceeds rate | 60% |
Percentage of warrant exercise price | 115% |
Market value percentage | 180% |
Class A Ordinary Shares [Member] | |
Warrants [Line Items] | |
Warrants exercise price | $ 11.5 |
Third hold price per share | 18 |
Share issued price per share | 9.2 |
Class A Ordinary Shares [Member] | Share Equals or Exceeds $18.00 [Member] | |
Warrants [Line Items] | |
Warrants exercise price | 18 |
Public Warrant [Member] | |
Warrants [Line Items] | |
Warrants exercise price | $ 11.5 |
Number days after the initial business combination | 30 days |
Warrants expire term | 5 years |
Share Equals or Exceeds $18.00 [Member] | |
Warrants [Line Items] | |
Redemption price per warrant | $ 0.01 |
Warrant days | 30 years |
Exercise of warrant trading days | 20 days |
Warrant trading days | 30 days |
Share Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Line Items] | |
Minimum threshold price of common stock | $ 18 |
Share Price Equals Or Exceeds 10 USD [Member] | |
Warrants [Line Items] | |
Redemption price per warrant | $ 0.1 |
Warrant days | 30 years |
Minimum threshold price of common stock | $ 10 |
Exercise of warrant trading days | 20 days |
Warrant trading days | 30 days |
Share Price Equals Or Exceeds 10 USD [Member] | Class A Ordinary Shares [Member] | |
Warrants [Line Items] | |
Redemption of warrants | $ 10 |
Share Price Less Than 920 USD [Member] | |
Warrants [Line Items] | |
Redemption of warrants | $ 10 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Recurring Fair Value Measurements [Line Items] | |||||||
Investments held in Trust Account | $ 35,555,976 | $ 323,911,642 | |||||
Investments maturity period | 3 months | ||||||
Fair value of the forward purchase agreement liability | $ (633,205) | $ 325,091 | $ (308,114) | $ (308,114) | $ (308,114) | ||
U.S. Money Market funds [Member] | |||||||
Recurring Fair Value Measurements [Line Items] | |||||||
Investments held in Trust Account | 35,600,000 | 323,900,000 | |||||
FPA liability | |||||||
Recurring Fair Value Measurements [Line Items] | |||||||
FPA Liability outstanding | |||||||
Subscription liability | |||||||
Fair value of the forward purchase agreement liability | (308,114) | ||||||
Related Party [Member] | |||||||
Recurring Fair Value Measurements [Line Items] | |||||||
Convertible promissory notes | $ 0 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of Company's Financial Assets and Liabilities - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Investments held in Trust Account—U.S. Money Market | $ 35,555,976 | $ 323,911,642 |
Liabilities | ||
Warrant liabilities | 1,643,270 | 379,216 |
Public Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | 829,962 | 191,529 |
Private Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | 813,308 | 187,687 |
Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account—U.S. Money Market | 35,555,976 | 323,911,642 |
Liabilities | ||
Warrant liabilities | 829,962 | 191,529 |
Level 1 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | 829,962 | 191,529 |
Level 1 [Member] | Private Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 1 [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account—U.S. Money Market | ||
Liabilities | ||
Warrant liabilities | 813,308 | 187,687 |
Level 2 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 [Member] | Private Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | 813,308 | 187,687 |
Level 2 [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account—U.S. Money Market | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 [Member] | Public Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 [Member] | Private Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Warrant liabilities |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Forward Purchase Agreement (“FPA”) Liability - Forward Purchase Agreement (“FPA”) Liability [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Present Value Model for the Commitment Fee Shares Liability [Line Items] | |
Fair value beginning | |
Issuance of FPA liability | 308,114 |
Change in fair value | (308,114) |
Fair value ending |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 27, 2023 | Nov. 21, 2023 | Oct. 18, 2023 | Mar. 01, 2023 | Jan. 16, 2023 | Apr. 14, 2021 | Mar. 18, 2021 | Jul. 25, 2023 | May 23, 2023 | Dec. 31, 2023 | Nov. 16, 2023 | Sep. 30, 2023 | Jul. 14, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 16, 2023 | Feb. 24, 2023 | Dec. 31, 2022 | Jan. 13, 2021 | |
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Lock-up period | 30 days | ||||||||||||||||||
Deferred underwriting commissions | $ 11,172,572 | ||||||||||||||||||
Deferred underwriting discount | $ 11,172,572 | ||||||||||||||||||
Investor fund | $ 15 | $ 1,090,000 | |||||||||||||||||
Business combination payment in cash, description | 1 Class A ordinary share for each $10 of the Capital Calls | ||||||||||||||||||
Subscription agreement | $ 5,000 | ||||||||||||||||||
Sponsor capital | $ 160,000 | ||||||||||||||||||
Investor’s capital | 750,000 | ||||||||||||||||||
Initial draw amount | 750,000 | ||||||||||||||||||
Shares issued (in Shares) | 74,695 | 1,341,140 | |||||||||||||||||
Price per share (in Dollars per share) | $ 9.2 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||
Paid to sponsor | $ 250,000 | $ 249,975 | |||||||||||||||||
Working capital requirements | $ 2,359,975 | ||||||||||||||||||
Redemption price (in Dollars per share) | $ 10.92 | $ 10.15 | |||||||||||||||||
Subscription Agreement | the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second Subscription Agreement to $750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and (c) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”). | ||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Deposits in trust account | $ 480,000 | ||||||||||||||||||
Deposit from trust account | $ 160,000 | ||||||||||||||||||
Investor fund | 1,090,000 | $ 1,500,000 | |||||||||||||||||
Business combination payment in cash, description | 1 Class A ordinary share for each $10 of the Capital Calls | ||||||||||||||||||
Subscription agreement | $ 5,000 | ||||||||||||||||||
A&R Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Business combination payment in cash, description | 1 Class A ordinary share for each $10 of the Capital Calls | ||||||||||||||||||
Second Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||
Paid to sponsor | 750,000 | ||||||||||||||||||
Working capital requirements | $ 1,090,000 | ||||||||||||||||||
Forward Purchase Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Purchased additional units (in Shares) | 2,500,000 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||||||||
Beneficially own greater than | 9.90% | ||||||||||||||||||
Redemption price (in Dollars per share) | $ 0.6 | ||||||||||||||||||
Amount to redemption price (in Dollars per share) | 0.6 | ||||||||||||||||||
Repay per share (in Dollars per share) | $ 10 | ||||||||||||||||||
SPAC [Member] | A&R Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | 71,956 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Purchased additional units (in Shares) | 1,921,634 | 4,500,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Underwriting option | 45 days | ||||||||||||||||||
Purchased additional units (in Shares) | 1,921,634 | 4,500,000 | |||||||||||||||||
Paid to underwriter | $ 384,327 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Purchased additional units (in Shares) | 1,921,634 | 30,000,000 | |||||||||||||||||
Paid to underwriter | $ 6,000,000 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||||
Working capital | $ 7,590,471 | ||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Investor fund | $ 15 | ||||||||||||||||||
Sponsor transfer, description | 0.75 of a Class A ordinary share for each dollar | ||||||||||||||||||
Shares issued (in Shares) | 74,695 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 9.2 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||
Redemption price (in Dollars per share) | $ 10.15 | $ 10.15 | $ 10.15 | ||||||||||||||||
Class A Ordinary Shares [Member] | Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Trust account per share (in Dollars per share) | $ 0.12 | ||||||||||||||||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Public share redemption (in Dollars per share) | $ 0.04 | ||||||||||||||||||
Investor fund | $ 1,500,000 | ||||||||||||||||||
Class A Ordinary Shares [Member] | Second Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | 448,169 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 15 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||
Class A Ordinary Shares [Member] | IPO [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Purchased additional units (in Shares) | 31,921,634 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | 281,236 | ||||||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Purchased additional units (in Shares) | 1,921,634 | ||||||||||||||||||
SPAC [Member] | Class A Ordinary Shares [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | 431,735 | ||||||||||||||||||
Initial Shares [Member] | A&R Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | 71,956 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 15 | ||||||||||||||||||
Exceeds price (in Dollars per share) | 15 | ||||||||||||||||||
Initial Shares [Member] | Class A Ordinary Shares [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | 12.5 | ||||||||||||||||||
Initial Shares [Member] | Class A Ordinary Shares [Member] | A&R Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | 12.5 | ||||||||||||||||||
Subscription Shares [Member] | Second Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Sponsor transfer, description | 0.75 shares of Class A ordinary share for each dollar | ||||||||||||||||||
Subscription agreement | $ 5,000 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 0.003 | ||||||||||||||||||
Sponsor [Member] | Subscription Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Working capital | $ 800,000 | ||||||||||||||||||
Working capital requirements | $ 270,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares issued | |||||
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | |||
Common stock voting rights | holder of Class B Ordinary Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum and Articles of Association. | ||||
Forfeiter of founder shares | 644,591 | ||||
Percentage of conversion of shares | 20% | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding | 7,980,409 | 0 | |||
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | 31,921,634 | 31,921,634 | |
Ordinary shares, shares issued | 7,980,409 | 0 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
Common stock voting rights | one | ||||
Consideration initial shareholders (in Dollars) | |||||
Ordinary shares, shares issued | 0 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 |
Class B Ordinary Shares [Member] | IPO [Member] | |||||
Shareholders’ Deficit [Line Items] | |||||
Percentage issued and outstanding ordinary rate | 20% |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Balance Sheets - AS RESTATED [Member] - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Assets | |||
Cash and cash equivalents | $ 92,722 | $ 20,880 | $ 97,811 |
Prepaid expense | 27,550 | 52,885 | 102,980 |
Total current assets | 120,272 | 73,765 | 200,791 |
Investments held in Trust Account | 35,096,667 | 55,154,617 | 54,368,297 |
Total Assets | 35,216,939 | 55,228,382 | 54,569,088 |
Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit | |||
Accounts payable and accounts payable | 3,976,694 | 3,853,954 | 3,584,797 |
Due to related party | 258,966 | 331,826 | 265,000 |
Convertible promissory note – related party | 1,000,000 | 1,000,000 | 1,000,000 |
Promissory Note – related party | 250,000 | 250,000 | 250,000 |
Subscription liability, net of debt discount | 1,060,112 | 467,274 | 251,880 |
Forward Purchase Agreement liability | 633,205 | ||
Total current liabilities | 6,545,772 | 5,903,054 | 5,984,882 |
Warrant liability | 758,433 | 423,458 | 2,401,703 |
Total liabilities | 7,304,205 | 6,326,512 | 8,386,585 |
Commitments and Contingencies | |||
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 6,319,277 | 6,912,413 | 7,531,767 |
Accumulated deficit | (13,504,009) | (13,165,959) | (15,718,359) |
Total stockholders’ deficit | (7,183,933) | (6,252,747) | (8,185,793) |
Total Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit | 35,216,939 | 55,228,382 | 54,569,088 |
Class A Common Stock subject to possible redemption | |||
Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit | |||
Class A Common Stock subject to possible redemption, 5,228,218, 5,228,218 and 3,255,593 shares at $10.40, $10.55 and $10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively | 35,096,667 | 55,154,617 | 54,368,296 |
Class A Ordinary Shares | |||
Stockholders’ Deficit: | |||
Ordinary shares | 799 | ||
Class B Ordinary Shares | |||
Stockholders’ Deficit: | |||
Ordinary shares | $ 799 | $ 799 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Balance Sheets (Parentheticals) - AS RESTATED [Member] - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Schedule of Condensed Consolidated Balance Sheets [Line Items] | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock subject to possible redemption | |||
Schedule of Condensed Consolidated Balance Sheets [Line Items] | |||
Common stock subject to possible redemption, shares | 3,255,593 | 5,228,218 | 5,228,218 |
Common stock subject to possible redemption, redemption value (in Dollars per share) | $ 10.78 | $ 10.55 | $ 10.4 |
Class A Ordinary Shares | |||
Schedule of Condensed Consolidated Balance Sheets [Line Items] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 799 | 0 | 0 |
Ordinary shares, shares outstanding | 799 | 0 | 0 |
Class B Ordinary Shares | |||
Schedule of Condensed Consolidated Balance Sheets [Line Items] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 0 | 7,980,409 | 7,980,409 |
Ordinary shares, shares outstanding | 0 | 7,980,409 | 7,980,409 |
Quarterly Financial Informati_5
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Statements of Operations - AS RESTATED [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Schedule of Condensed Consolidated Statements of Operations [Line Items] | ||||||
Formation and operating costs | $ 353,372 | $ 578,954 | $ 1,153,282 | $ 1,732,236 | $ 2,085,609 | |
Loss from operations | (353,372) | (578,954) | (1,153,282) | (1,732,236) | (2,085,609) | |
Other (expense) income: | ||||||
Change in fair value of warrants liabilities | (334,975) | 1,978,245 | (2,022,486) | (44,241) | (379,216) | |
Change in fair value of Forward Purchase Agreement | 633,205 | (325,091) | 308,114 | 308,114 | ||
Issuance of Forward Purchase Agreement | (308,114) | (308,114) | (308,114) | |||
Reduction of deferred underwriter fee payable | 328,474 | 328,474 | 328,474 | |||
Interest Expense – Debt Discount | (279,013) | (106,416) | (28,515) | (134,931) | (413,944) | |
Interest income – trust account | 629,310 | 626,320 | 3,088,967 | 3,715,287 | 4,344,597 | |
Total other (expense) income, net | 15,322 | 3,131,354 | 733,235 | 3,864,589 | 3,879,911 | |
Net (loss) income | $ (338,050) | $ 2,552,400 | $ (420,047) | $ (420,047) | $ 2,132,353 | $ 1,794,302 |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 4,970,919 | 13,208,627 | 26,286,357 | 15,699,116 | 12,083,753 | |
Basic net income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 | |
Class A Ordinary Shares [Member] | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 1,474,641 | 526,181 | ||||
Basic net income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.09 | ||||
Class B Ordinary Shares [Member] | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 6,505,768 | 7,980,409 | 7,980,409 | 7,980,409 | 7,454,228 | |
Basic net income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 |
Quarterly Financial Informati_6
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Statements of Operations (Parentheticals) - AS RESTATED [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Class A Ordinary Shares [Member] | |||||
Schedule of Condensed Consolidated Statements of Operations [Line Items] | |||||
Diluted net income per ordinary share | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 |
Class B Ordinary Shares [Member] | |||||
Schedule of Condensed Consolidated Statements of Operations [Line Items] | |||||
Diluted net income per ordinary share | $ (0.03) | $ 0.12 | $ (0.01) | $ 0.09 | $ 0.09 |
Quarterly Financial Informati_7
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit - As Restated [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||
Balance | $ (6,252,747) | $ (15,297,513) | $ (15,297,513) | $ (15,297,513) | $ (15,297,513) | |
Reduction of deferred underwriter fees | 10,844,098 | |||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | $ (786,320) | (3,568,966) | |||
Conversion of class B shares to Class A shares | ||||||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | (420,047) | 2,132,353 | 1,794,302 |
Balance | (7,183,933) | (6,252,747) | (8,185,793) | (6,252,747) | (7,183,933) | |
Additional Paid-in Capital [Member] | ||||||
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||
Balance | 6,912,413 | |||||
Reduction of deferred underwriter fees | 10,844,098 | |||||
Accretion of Class A ordinary shares to redemption value | (1,084,311) | (786,320) | (3,568,966) | |||
Issuance of subscription shares | 491,175 | 166,966 | 256,635 | |||
Balance | 6,319,277 | 6,912,413 | 7,531,767 | 6,912,413 | 6,319,277 | |
Accumulated Deficit [Member] | ||||||
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||
Balance | (13,165,959) | $ (15,298,312) | (15,298,312) | (15,298,312) | (15,298,312) | |
Accretion of Class A ordinary shares to redemption value | ||||||
Net income (loss) | (338,050) | 2,552,400 | (420,047) | |||
Balance | $ (13,504,009) | $ (13,165,959) | $ (15,718,359) | $ (13,165,959) | $ (13,504,009) | |
Class A Ordinary Shares | Ordinary Shares [Member] | ||||||
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||
Balance (in Shares) | ||||||
Balance | ||||||
Conversion of class B shares to Class A shares (in Shares) | 7,980,409 | |||||
Conversion of class B shares to Class A shares | $ 799 | |||||
Balance (in Shares) | 7,980,409 | 7,980,409 | ||||
Balance | $ 799 | $ 799 | ||||
Class B Ordinary Shares | Ordinary Shares [Member] | ||||||
Schedule of Condensed Consolidated Statements of Changes in Shareholders’ Deficit [Line Items] | ||||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | 7,980,409 | |
Balance | $ 799 | $ 799 | $ 799 | $ 799 | $ 799 | |
Conversion of class B shares to Class A shares (in Shares) | (7,980,409) | |||||
Conversion of class B shares to Class A shares | $ (799) | |||||
Balance (in Shares) | 7,980,409 | 7,980,409 | 7,980,409 | |||
Balance | $ 799 | $ 799 | $ 799 |
Quarterly Financial Informati_8
Quarterly Financial Information (Unaudited) (Details) - Schedule of Condensed Consolidated Statements of Cash Flows - As Restated [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Cash flows from Operating Activities: | |||||
Net (loss) income | $ (420,048) | $ 2,132,353 | $ 1,794,302 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest earned on cash held in Trust Account | (3,088,966) | (3,715,287) | (4,344,597) | ||
Reduction of deferred underwriter fees | (328,474) | (328,474) | (328,474) | ||
Changes in fair value of warrant liabilities | 2,022,486 | 44,241 | 379,216 | ||
Issuance of FPA | 308,114 | 308,114 | 308,114 | ||
Change in fair value of FPA | 325,091 | (308,114) | (308,114) | ||
Interest expense – debt discount | 28,515 | 134,931 | 413,944 | ||
Prepaid assets | (59,349) | (9,254) | 16,081 | ||
Due to related party | 30,000 | 96,826 | 23,966 | ||
Accounts payable and accrued expenses | 944,041 | 1,213,199 | 1,335,939 | ||
Net cash used in operating activities | (238,590) | (431,465) | (709,623) | ||
Cash flows from Investing Activities: | |||||
Extension payment deposit in Trust | (480,000) | (640,000) | (1,095,000) | ||
Cash withdrawn for redemptions | 273,112,312 | 273,112,312 | 294,254,572 | ||
Net cash used in investing activities | 272,632,312 | 272,472,312 | 293,159,572 | ||
Cash flows from Financing Activities: | |||||
Redemption of ordinary shares | (273,112,312) | (273,112,312) | (294,254,572) | ||
Proceeds from note payable-related party | 250,000 | 250,000 | 250,000 | ||
Proceeds from subscription liability | 480,000 | 755,944 | 1,560,944 | ||
Net cash provided by financing activities | (272,382,312) | (272,106,368) | (292,443,628) | ||
Net Change in Cash | 11,410 | (65,521) | 6,321 | ||
Cash – Beginning of period | $ 20,880 | $ 97,811 | 86,401 | 86,401 | 86,401 |
Cash – End of period | $ 92,722 | $ 20,880 | 97,811 | 20,880 | 92,722 |
Non-Cash investing and financing activities: | |||||
Accretion of Class A ordinary shares subject to possible redemption | 3,568,966 | 4,355,287 | 5,439,596 | ||
Issuance of Subscription Shares | $ 256,635 | $ 423,601 | $ 914,776 |