SDCL EDGE Acquisition (SEDA) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 17, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40980
Entity Registrant Name	SDCL EDGE Acquisition Corporation
Entity Central Index Key	0001846975
Entity Tax Identification Number	98-1583135
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	60 East 42nd Street
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10165
City Area Code	(212)
Local Phone Number	488-5509
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	SEDA.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SEDA
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	SEDA.WS
Security Exchange Name	NYSE
Common Class A [Member]
Entity Common Stock, Shares Outstanding		13,177,933
Common Class B [Member]
Entity Common Stock, Shares Outstanding		4,998,811

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 25,236	$ 364,721
Prepaid expenses	98,359	94,299
Total current assets	123,595	459,020
Cash held in Trust Account	144,674,516	142,069,535
TOTAL ASSETS	144,798,111	142,528,555
Current liabilities:
Accounts payable	468,357	82,084
Accrued expenses	387,137	292,380
Accrued contingent legal costs	10,753,535	6,449,593
Due to Sponsor	194,652	134,652
Promissory notes - related party	1,305,157	556,091
Derivative liability - promissory note - related party redemption feature	9,928	2,841
Convertible promissory notes - related party	79,700	55,500
Total current liabilities	13,198,466	7,573,141
Warrant liabilities	2,849,429	569,886
TOTAL LIABILITIES	16,047,895	8,143,027
Class A ordinary shares subject to possible redemption; 13,177,933 shares at redemption value of $10.97 per share and $10.77 per share at March 31, 2024 and December 31, 2023, respectively	144,574,516	141,969,535
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	4,843,201	4,843,201
Accumulated deficit	(20,668,001)	(12,427,708)
Total Shareholders’ Deficit	(15,824,300)	(7,584,007)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	144,798,111	142,528,555
Common Class A [Member]
Shareholders’ Deficit
Common Stock, Value, Issued
Class B Ordinary Shares [Member]
Shareholders’ Deficit
Common Stock, Value, Issued	$ 500	$ 500

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Ordinary shares subject to possible redemption	13,177,933	13,177,933
Ordinary shares subject to possible redemption, share price	$ 10.97	$ 10.77
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	4,998,811	4,998,811
Common stock, shares, outstanding	4,998,811	4,998,811

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating and formation costs	$ 5,180,397	$ 1,329,853
Loss from operations	(5,180,397)	(1,329,853)
Other income:
Change in fair value of warrant liabilities	(2,279,543)	(569,886)
Change in fair value of convertible promissory notes	(24,200)
Change in fair value of derivative liability - promissory note - related party redemption feature	(2,247)
Gain on investments held in Trust Account		2,197,723
Interest income	1,855,017
Interest expense	(13,600)
Net (loss) income	$ (5,644,970)	$ 297,984
Basic and diluted weighted average shares outstanding, Class A ordinary shares	13,177,933	19,995,246
Basic and diluted net (loss) income per share, Class A ordinary shares	$ (0.31)	$ 0.01
Basic and diluted weighted average shares outstanding, Class B ordinary shares	4,998,811	4,998,811
Basic and diluted net (loss) income per share, Class B ordinary shares	$ (0.31)	$ 0.01

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT EQUITY (Unaudited) - USD ($)	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 500	$ 2,634,528	$ (6,984,655)	$ (4,349,627)
Beginning balance, shares at Dec. 31, 2022	4,998,811
Share-based compensation		649,610		649,610
Net income			297,984	297,984
Remeasurement of Class A ordinary shares subject to redemption to redemption amount			(2,197,722)	(2,197,722)
Ending balance, value at Mar. 31, 2023	$ 500	3,284,138	(8,884,393)	(5,599,755)
Ending balance, shares at Mar. 31, 2023	4,998,811
Beginning balance, value at Dec. 31, 2023	$ 500	4,843,201	(12,427,708)	(7,584,007)
Beginning balance, shares at Dec. 31, 2023	4,998,811
Net income			(5,644,970)	(5,644,970)
Discount on proceeds from A Anchor Investors under funding agreements		9,658		9,658
Remeasurement of Class A ordinary shares subject to redemption to redemption amount		(9,658)	(2,595,323)	(2,604,981)
Ending balance, value at Mar. 31, 2024	$ 500	$ 4,843,201	$ (20,668,001)	$ (15,824,300)
Ending balance, shares at Mar. 31, 2024	4,998,811

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (5,644,970)	$ 297,984
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Share-based compensation		649,610
Change in fair value of warrant liabilities	2,279,543	569,886
Change in fair value of convertible promissory notes	24,200
Change in fair value of derivative liability - promissory note - related party redemption feature	2,247
Gain on investments held in Trust Account		(2,197,723)
Interest income	(1,855,017)
Interest expense	13,600
Changes in operating assets and liabilities:
Prepaid insurance and other current assets	(4,060)	40,176
Accounts payable	386,273	94,566
Accrued expenses	94,757	3,000
Accrued contingent legal costs	4,303,942	316,638
Due to Sponsor	60,000	(2,976)
Net cash used in operating activities	(339,485)	(228,839)
Cash Flows from Investing Activities:
Extension deposits into Trust Account	(749,964)
Net cash used in investing activities	(749,964)
Cash Flows from Financing Activities:
Proceeds from Sponsor and A Anchor Investors under funding agreements	749,964
Net cash provided by financing activities	749,964
Net Change in Cash	(339,485)	(228,839)
Cash - Beginning of period	364,721	610,971
Cash - End of period	25,236	382,132
Non-cash investing and financing activities:
Remeasurement to redemption value of Class A ordinary shares subject to redemption	2,604,981	2,197,722
Debt discount on proceeds from Sponsor and A Anchor Investors under funding agreements	$ 14,498

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN SDCL EDGE Acquisition Corporation (“SEDA” or the “Company”) is a blank check company incorporated in the Cayman Islands on February 16, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through March 31, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income or loss in the form of interest income or gains (losses) on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. In addition, the Company will recognize non-operating income or loss on the change in fair value of the warrant liabilities and promissory notes. The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 10.00 175,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 1.00 8,250,000 The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,625,000 2,495,246 24,952,460 499,049 Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 748,574 1.00 748,574 In addition, the Sponsor agreed to forfeit up to 656,250 32,439 Following the closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants, an amount of $ 201,951,985 10.10 The Company will provide its public shareholders 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 a Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($ 10.97 Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial shareholders and A Anchor Investors had agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Combination Period (as defined below). However, if the initial shareholders or Anchor Investors (as defined in Note 5) acquire additional Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until June 2, 2024, or July 2, 2024 by a monthly extension approved by the board of directors (the “Combination Period”), to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 250,000 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On February 20, 2024, (i) SEDA, (ii) Specialty Copper Listco Plc, a public limited company registered in England and Wales with registered number 15395590 (“PubCo”), (iii) SEDA Magnet LLC, a Delaware limited liability company (the “Merger Sub”), (iv) MAGNET Joint Venture GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local court of Osnabrück under registration number HRB 217397 (“JV GmbH”), (v) PP S&C Holding GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local court of Munich under registration number HRB 275474 (“PP Holding”), (vi) cunova GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local court of Osnabrück under registration number HRB 216155 (“Cunova”), (vii) KME SE, a stock corporation organized under the laws of Germany, registered with the commercial register of the local court of Osnabrück under registration number HRB 213357 (“KME”), (viii) Creature Kingdom Limited, a private limited company registered in England and Wales with registered number 06799429, (ix) The Paragon Fund III GmbH & Co. geschlossene Investment KG, a limited partnership organized under the laws of Germany, registered with the commercial register of the local court of Munich under registration number HRB 110100 (“Paragon” ) and (x) Mr. Edward Wilson Davis, solely in the capacity as the representative for the shareholders of SEDA, entered into a business combination agreement (as amended from time to time, the “Business Combination Agreement”), pursuant to which several transactions relating to the special product business of Cunova, which is a wholly owned subsidiary of JV GmbH, and certain assets of KME comprising the KME specialty aerospace business (the “Aerospace Business” and, together with Cunova, the “Target”) will occur, and in connection therewith, PubCo will become the ultimate parent company of Merger Sub, JV GmbH and the Target (the “Target Business Combination”). Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein: (i) SEDA will merge with and into Merger Sub, a wholly owned subsidiary of PubCo (the “Merger”), with Merger Sub being the surviving entity in the merger (the time at which the Merger becomes effective, the “Merger Effective Time”); (ii) in connection with the Merger, (a) each outstanding SEDA Class B ordinary share, par value $0.0001 per share (the “SEDA Class B Shares”) will be converted (unless otherwise agreed in writing) into 0.893 SEDA Class A ordinary shares, par value $0.0001 per share (the “SEDA Class A Shares,” and together with the SEDA Class B Shares, the “SEDA Shares”), (b) each outstanding SEDA Class A Share will be automatically canceled and converted into PubCo ordinary shares at an exchange ratio of 1.119375 11.50 (iii) on the Exchange Date (as defined below) (and, if applicable, immediately after the closing contemplated of any Financing (as defined below)), PubCo will (a) redeem the redeemable preference share in PubCo held by Creature Kingdom, and (b) purchase from Creature Kingdom the ordinary share in PubCo held by Creature Kingdom in exchange for the release of the undertaking to pay the subscription price of such redeemable share; and (iv) on the Exchange Date (as defined below), (a) Paragon will transfer its shares in PP Holding and a certain shareholder loan to PubCo in exchange for cash and a vendor loan agreement by and between Paragon and PubCo, (b) Cunova will redeem the preference share of Cunova with the number 25,001 Sponsor Support Agreement On February 20, 2024, in connection with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with PubCo and Sponsor as a holder of the Private Placement Warrants and a holder of Founder Shares. Pursuant to the Sponsor Support Agreement, upon the terms and subject to the conditions set forth therein, until the earlier of the Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, the Sponsor agreed to (a) inter alia, vote any Public and Founder Shares that it owns in favor of the proposals regarding the Target Business Combination; (b) not redeem or effect any sale or distribution of any Public and Founder Shares or Public and Private Placement Warrants that it owns; (c) convert its 2,639,375 1,593,941 Anchor Support Agreement On February 20, 2024, in connection with the execution of the Business Combination Agreement, the Company entered into an anchor support agreement (the “Anchor Support Agreement”) with PubCo and each of the A Anchor Investors as holders of Public and Private Placement Warrants and holders of Public Shares and Founder Shares. Pursuant to the Anchor Support Agreement, upon the terms and subject to the conditions set forth therein, until the earlier of the Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, the A Anchor Investors agreed to (a) inter alia, vote any Public and Founder Shares that they own in favor of the proposals regarding the Target Business Combination; (b) not redeem or effect any sale or distribution of any Public and Founder Shares or Public and Private Placement Warrants that they own; (c) convert their 499,881 283,291 NYSE Continued Listing Standards Compliance Notification On January 12, 2023, the Company received a notice from the New York Stock Exchange (“NYSE”) that the Company was not in compliance with NYSE listing standard 802.01B because the Company had fallen below compliance with the 300 public shareholders requirement. On August 23, 2023, the NYSE notified the Company that it was again in compliance with NYSE listing standard 802.01B but that the Company was subject to continued monitoring and review for a period of 12 months. Extraordinary General Meeting On October 30, 2023, the Company held an extraordinary general meeting of Company shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination (the “Extension Proposal”) from November 2, 2023 to March 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to four times, by an additional month each time, up to July 2, 2024. On February 27, 2024, March 27, 2024, and April 29, 2024 the Board approved the first, second, and third extensions of the date by which the Company must consummate an initial business combination to April 2, 2024, May 2, 2024, and June 2, 2024, respectively. In connection with the Extension Proposal, a total of 44 shareholders elected to redeem an aggregate of 6,817,313 72,546,420 10.64 Pursuant to the Funding Agreements, between November 7, 2023 and March 31, 2024, the Sponsor and the A Anchor Investors deposited $ 1,325,830 Going Concern Consideration As of March 31, 2024, the Company had $ 25,236 13,074,871 If a Business Combination is not consummated by the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 16, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Cash Held in Trust Account At March 31, 2024, the assets held in the Trust Account are $ 144,674,516 At December 31, 2023, the Company held cash in the Trust Account of $ 142,069,535 Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the 13,177,933 100,000 72,546,420 2,604,981 9,974,792 As of March 31, 2024 and December 31, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 204,541,163 Less: Redemption of Class A ordinary shares (72,546,420 ) Plus: Remeasurement of carrying value to redemption value 9,974,792 Class A ordinary shares subject to possible redemption as of December 31, 2023 141,969,535 Plus: Remeasurement of carrying value to redemption value 2,604,981 Class A ordinary shares subject to possible redemption as of March 31, 2024 $ 144,574,516 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs, 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities, Inc., and BofA Securities, Inc., the underwriters. Upon the Initial Public Offering, a portion of the entire deferred underwriting fee was allocated to Public Warrants, which resulted in a charge to the statements of operations. Therefore, a portion of this waived deferred underwriting fee was recorded as a gain in the statements of operations in the amount of $ 342,975 6,655,361 Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share 18,996,197 The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars): Schedule of basic and diluted net income per ordinary share For the Three Months Ended March 31, March 31, Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (4,092,539 ) $ (1,552,431 ) $ 238,387 $ 59,597 Denominator: Weighted average ordinary shares 13,177,933 4,998,811 19,995,246 4,998,811 Basic and diluted net (loss) income per ordinary share $ (0.31 ) $ (0.31 ) $ 0.01 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of its cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory notes. The following reflects the fair value hierarchy established by ASC 820: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Share-Based Compensation Share-based compensation is included in operating and formation costs within the unaudited condensed statements of operations and accounted for based on the requirements of ASC Topic 718, Compensation–Stock Compensation 0 649,610 659,844 no 25,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value recorded in the unaudited condensed statements of operations. The Company accounts for the Promissory Notes (as defined below) under ASC 815-15-25. In accordance with ASC 815-15-25, proceeds from the sale of a debt instrument with an embedded derivative that require bifurcation are allocated to the two elements based on the relative fair values of the debt instrument without the embedded derivative and of the embedded derivative itself at time of issuance. Any changes in the estimated fair value of the derivative are recognized as non-cash gains or losses in the unaudited condensed statements of operations. Convertible Promissory Notes - Related Party The Company entered into three separate promissory notes (collectively, the “Promissory Notes”). The Company has made the election under ASC 815-15-25 to account for these Promissory Notes using the fair value option. Using the fair value option, the Promissory Notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the proceeds from issuance of the Promissory Notes and the fair value at issuance are recognized as either an expense in the unaudited condensed statements of operations (if issued at a discount) or as a capital contribution (if issued at a premium). Any changes in the estimated fair value of the Promissory Notes are recognized as non-cash gains or losses in the unaudited condensed statements of operations. Recent Accounting Standards On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this standard on its unaudited condensed financial statements and related disclosures.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 17,500,000 10.00 175,000,000 11.50 2,495,246 24,952,460 199,952,460

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2024
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and A Anchor Investors purchased an aggregate of 8,250,000 8,250,000 748,574 8,998,574 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 23, 2021, the Sponsor was issued 7,187,500 25,000 2,156,250 5,031,250 656,250 20 32,439 The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 The A Anchor Investors purchased a total of 4,000,000 10.00 In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, or an aggregate of 15,864,997 Units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors) As the Anchor Investors purchased Units during the Initial Public Offering, should they vote the shares included therein in favor of an initial Business Combination, no votes from other public shareholders would be required to approve an initial Business Combination. The Anchor Investors may have different interests with respect to a vote on an initial Business Combination than other public shareholders due to their ownership interests in the Company. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they purchased in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of a Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of a Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the Units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public shareholders. Each Anchor Investor has entered into separate investment agreements with the Company and the Sponsor. The A Anchor Investors purchased 503,125 1,006,250 2,500 5,000 181,125 362,250 900 1,800 201,250 603,750 1,000 3,000 201,250 402,500 1,000 2,000 2,374,750 11,800 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, the Company repurchased and cancelled 32,439 3,244 6,488 1,168 2,336 1,298 3,894 1,298 2,596 17,125 15,314 2,359,436 The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $ 18,969,890 8.04 11,725 0.005 Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and accrued costs incurred under the administrative support agreement of $ 194,652 134,652 Administrative Support Agreement On October 28, 2021, the Company entered into an agreement to pay an affiliate of the Sponsor a total of $ 20,000 60,000 Investment Advisory Agreement On October 28, 2021, the Company and the Sponsor entered into an agreement with Sustainable Development Capital LLP (the “Advisor”), a London-based investment firm and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other services to effect the Company’s initial Business Combination (the “Investment Advisory Agreement”). In consideration of the services performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844 20,000 659,844 For the three months ended March 31, 2024 and 2023, there were no Promissory Notes In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $ 1,500,000 1.00 On September 8, 2023, the Company entered into a promissory note with the Sponsor (“Sponsor Loan”) for up to $ 1,200,000 1.00 300,000 600,000 On September 29, 2023, the Company entered into a promissory note with Seaside for up to $ 150,000 1.00 37,500 75,000 On October 10, 2023, the Company entered into a promissory note with Capricorn for up to $ 150,000 1.00 37,500 37,500 The fair value option was elected (see Note 2) and, as such, the fair value of the Promissory Notes of $ 79,700 55,500 66,289 Funding Undertaking and Promissory Notes On November 2, 2023, the Company entered into a Funding Undertaking and Promissory Note with the Sponsor in connection with deposits to be made into the Trust Account in relation to the extension. Commencing two business days following the date of the agreement (the “Initial Funding Date”) and on the first business day of each month thereafter until the earliest to occur of (i) the date on which the Company consummates its initial Business Combination (the “Maturity Date”), (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, the Sponsor will fund non-interest bearing deposits of $174,116 into the Trust Account. On the Maturity Date, the Company will pay the Sponsor an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, the Sponsor will have no claims under this agreement and the Company has no obligation to pay the Sponsor under this agreement. As of March 31, 2024 and December 31, 2023, $870,580 and $348,232, respectively, was outstanding under this note. Pursuant to the terms of the Funding Undertaking and Promissory Note with the Sponsor, the Sponsor shall receive the right to be issued 1,650 8,250 3,300 The Company determined that redemption upon a Business Combination would create a substantial premium due to the issuance of the Class A ordinary shares to the Sponsor. In accordance with ASC 815-15-25 , the Company first allocated the proceeds from the issuance of the note to the redemption feature based on their initial fair value measurement of $1,593 as of November 7, 2023, $1,596 as of December 4, 2023, $1,604 as of January 1, 2024, $1,614 as of February 1, 2024, and $1,622 as of March 5, 2024. The measurement of the fair value of the redemption feature was determined by applying a probability weighted adjustment for a successful Business Combination to the trading value of the Class A ordinary shares on the date of each draw. See Note 9 for additional details on the assumptions used. As of March 31, 2024 and December 31, 2023, the discount is $9,928 and $2,841, respectively, with the change in fair value of $2,247 included in the accompanying unaudited condensed statements of operations. The Company complies with ASC Topic 835, Interest 4,840 3,189 866,176 345,608 3,060 0 On November 2, 2023, the Company entered into a Funding Undertaking and Promissory Note with Seaside in connection with deposits to be made into the Trust Account in relation to the extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to occur of (i) the Maturity Date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, Seaside will fund non-interest bearing deposits of $37,942 into the Trust Account. On the Maturity Date, the Company will pay Seaside an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, Seaside will have no claims under this agreement and the Company has no obligation to pay Seaside under this agreement. Deposits were made into the Trust Account on each of November 7, 2023, December 4, 2023, December 28, 2023, January 30, 2024, February 28, 2024, and March 28, 2024. As of March 31, 2024 and December 31, 2023, $227,598 and $113,808, respectively, was outstanding under this note. On November 2, 2023, the Company entered into a Funding Undertaking and Promissory Notes with Capricorn in connection with deposits to be made into the Trust Account in relation to the extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to occur of (i) the Maturity Date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, Capricorn will fund non-interest bearing deposits of $ 37,942 227,652 113,826 For the Funding Undertaking and Promissory Notes with Seaside and Capricorn, the Company evaluated whether the agreements would meet the scope exception for common control under ASC 835-30, Interest – Imputation of Interest The interest rate on the dates of funding of November 7, 2023, December 4, 2023, December 28, 2023, January 30, 2024, February 28, 2024, and March 28, 2024 were 16.48%, 16.19%, 14.13%, 11.12%, 12.19% and 16.49%, respectively. The discount recorded on the notes for the three months ended March 31, 2024 and 2023 was $9,658 and $0, respectively. The carrying value of the promissory notes, net of discount was $438,981 and $210,483 as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024 and 2023, the amortization of the discount resulted in interest expense of $10,540 and $0, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of the working capital loans (the “Working Capital Loans”) (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to the Registration Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 2,625,000 2,495,246 10.00 24,952,460 The underwriters received a cash underwriting discount of $ 0.20 3,999,049 0.35 6,998,336 342,975 6,655,361 Vendor Agreements Since inception, the Company has engaged a legal firm (the “Legal Advisor”) to provide services related to the Company’s Initial Public Offering, the search for a prospective initial Business Combination, and the structuring of a transaction. Fees incurred by the Legal Advisor have been recorded as accrued contingent legal costs on the balance sheets. The payment of these fees is contingent upon the consummation of a Business Combination. As of March 31, 2024 and December 31, 2023, the Company had accrued contingent legal costs of $ 10,753,535 6,449,593 On September 19, 2023, the Company entered into an agreement with a financial advisory firm (the “Financial Advisor”) for financial advisory services such as structuring a transaction, assistance in negotiations, guidance on valuation in connection with a transaction, and other customary services in connection with a Business Combination. Pursuant to this agreement, the Company will pay the Financial Advisor a fee of $ 7,000,000 87,371 Other Agreements Pursuant to a share award letter dated October 17, 2023, entered into by and between the Company and Harebell S.r.l. (“Harebell”), Harebell will be paid a finder’s fee of 25,000 Class A ordinary shares in connection with consummation of the Target Business Combination. The Company evaluated the agreement pursuant to ASC 718. Under ASC 718, it was determined that as the share issuance is contingent upon the closing of the Target Business Combination, there is a performance condition that is required to be met. As a Business Combination cannot be considered probable until it occurs, the Company has determined that no expense will be recorded until the Company consummates its initial Business Combination.

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2024
Guarantees and Product Warranties [Abstract]
WARRANTS	NOTE 7. WARRANTS A warrant holder may exercise their warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless the warrant holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. 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, if not cash settled, will have paid the full purchase price for the Unit solely for the Class A ordinary shares underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an 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; 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 the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of thirty (30) days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $ 0.10 ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 10.00 ● if the closing price of the Company’s Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or their affiliates, without taking into account any Founder Shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an 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, and the $18.00 per share redemption trigger prices described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor, the A Anchor Investors, or their permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 18,996,197 9,997,623 8,998,574 The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 13,177,933 13,177,933 Class B ordinary shares 50,000,000 0.0001 4,998,811 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Company’s Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Company’s Sponsor, the A Anchor Investors, the Company’s affiliates or any member of the management team upon conversion of the Working Capital Loans.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value warrant liability Amount at Level 1 Level 2 Level 3 March 31, 2024 Liabilities Warrant liability – Public Warrants $ 1,499,643 $ 1,499,643 $ - $ - Warrant liability – Private Placement Warrants 1,349,786 - - 1,349,786 Convertible promissory notes - related party 79,700 - - 79,700 Derivative liability - promissory note - related party redemption feature 9,928 9,928 - - $ 2,939,057 $ 1,509,571 $ - $ 1,429,486 December 31, 2023 Liabilities Warrant liability – Public Warrants $ 299,929 $ 299,929 $ - $ - Warrant liability – Private Placement Warrants 269,957 - - 269,957 Convertible promissory notes - related party 55,500 - - 55,500 Derivative liability - promissory note - related party redemption feature 2,841 2,841 - - $ 628,227 $ 302,770 $ - $ 325,457 The measurement of the Public Warrants as of March 31, 2024 and December 31, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker SEDA WS. The quoted price of the Public Warrants was $ 0.15 0.03 The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the unaudited condensed statements of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Company utilizes a Black-Scholes model to value the Promissory Notes at each reporting period, with changes in fair value recognized in the unaudited condensed statements of operations. The estimated fair value of the Promissory Notes is determined using Level 3 inputs. Inherent in the Black-Scholes model are assumptions related to expected warrant volatility, expected term, risk-free interest rate, dividend yield, warrant fair value, and exercise price. The Company estimates the volatility of its warrants based on historical volatility for a period commensurate with the expected term. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The measurement of the Derivative liability - promissory note – related party redemption feature as of March 31, 2024 and December 31, 2023 is classified using Level 1 inputs due to the use of an observable market quote in an active market under the ticker SEDA. The fair value of the Derivative liability - promissory note – related party redemption feature was calculated by using the quoted price of the Company’s shares on the date of each deposit made by the Sponsor into the Trust Account. On November 7, 2023, December 7, 2023, January 3, 2024, February 1, 2024, and March 5, 2024, the closing price of the Company’s shares was $ 10.73 10.76 10.80 10.87 10.92 10.94 10.76 The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. During the three months ended March 31, 2024 and 2023, there were no transfers between levels. The following table provides the significant inputs to the Monte Carlo simulation model for the fair value of the Private Placement Warrants: Schedule of fair value of the private placement warrants As of As of Stock price $ 10.94 $ 10.76 Exercise price $ 11.50 $ 11.50 Dividend yield - % - % Expected term (in years) 5.25 5.50 Volatility 5.6 % 5.9 % Risk-free rate 4.12 % 3.78 % Fair value $ 0.15 $ 0.03 The following table provides the significant inputs to the Black-Scholes simulation model for the fair value of the Promissory Notes: Schedule of fair value of the Promissory Notes As of As of Warrant fair value $ 0.15 $ 0.03 Exercise price $ 1.00 $ 1.00 Dividend yield - % - % Expected term (in years) 0.26 0.51 Warrant volatility 328.3 % 283.1 % Risk-free rate 5.50 % 5.30 % The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Schedule of fair value financial instruments Fair value as of December 31, 2022 - Private Placement Warrants $ 1,439,771 Change in fair value 269,958 Fair value as of March 31, 2023 - Private Placement Warrants $ 1,709,729 Fair value as of December 31, 2023 - Level 3 investments $ 325,457 Change in fair value of Private Placement Warrants 1,079,829 Change in fair value of convertible promissory notes 24,200 Fair value as of March 31, 2024 - Level 3 investments $ 1,429,486 The Company recognized a loss of $ 2,279,543 569,886

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the below and as disclosed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. ● Pursuant to the Funding Undertaking and Promissory Note agreements, subsequent to March 31, 2024, 2024, the Sponsor and the A Anchor Investors deposited $ 424,278 ● On April 29, 2024, the board of directors of the Company approved a third extension of the date by which the Company must consummate an initial business combination from May 2, 2024 to June 2, 2024 (the “Third Extension”). The Third Extension is the third of four one-month extensions permitted under the Amended and Restated Memorandum and Articles of Association. ● On May 10, 2024, the Company amended its agreement with Harebell dated October 17, 2023 altering the number of Class A ordinary shares to be issued from 25,000 22,334 ● On April 19, 2024, the Company drew down an additional $ 300,000 ● On April 19, 2024, the Company drew down an additional $ 37,500

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 16, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash	Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Cash Held in Trust Account	Cash Held in Trust Account At March 31, 2024, the assets held in the Trust Account are $ 144,674,516 At December 31, 2023, the Company held cash in the Trust Account of $ 142,069,535
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the 13,177,933 100,000 72,546,420 2,604,981 9,974,792 As of March 31, 2024 and December 31, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 204,541,163 Less: Redemption of Class A ordinary shares (72,546,420 ) Plus: Remeasurement of carrying value to redemption value 9,974,792 Class A ordinary shares subject to possible redemption as of December 31, 2023 141,969,535 Plus: Remeasurement of carrying value to redemption value 2,604,981 Class A ordinary shares subject to possible redemption as of March 31, 2024 $ 144,574,516
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs, 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities, Inc., and BofA Securities, Inc., the underwriters. Upon the Initial Public Offering, a portion of the entire deferred underwriting fee was allocated to Public Warrants, which resulted in a charge to the statements of operations. Therefore, a portion of this waived deferred underwriting fee was recorded as a gain in the statements of operations in the amount of $ 342,975 6,655,361
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
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 18,996,197 The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars): Schedule of basic and diluted net income per ordinary share For the Three Months Ended March 31, March 31, Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (4,092,539 ) $ (1,552,431 ) $ 238,387 $ 59,597 Denominator: Weighted average ordinary shares 13,177,933 4,998,811 19,995,246 4,998,811 Basic and diluted net (loss) income per ordinary share $ (0.31 ) $ (0.31 ) $ 0.01 $ 0.01
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of its cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory notes. The following reflects the fair value hierarchy established by ASC 820: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Share-Based Compensation	Share-Based Compensation Share-based compensation is included in operating and formation costs within the unaudited condensed statements of operations and accounted for based on the requirements of ASC Topic 718, Compensation–Stock Compensation 0 649,610 659,844 no 25,000
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value recorded in the unaudited condensed statements of operations. The Company accounts for the Promissory Notes (as defined below) under ASC 815-15-25. In accordance with ASC 815-15-25, proceeds from the sale of a debt instrument with an embedded derivative that require bifurcation are allocated to the two elements based on the relative fair values of the debt instrument without the embedded derivative and of the embedded derivative itself at time of issuance. Any changes in the estimated fair value of the derivative are recognized as non-cash gains or losses in the unaudited condensed statements of operations.
Convertible Promissory Notes - Related Party	Convertible Promissory Notes - Related Party The Company entered into three separate promissory notes (collectively, the “Promissory Notes”). The Company has made the election under ASC 815-15-25 to account for these Promissory Notes using the fair value option. Using the fair value option, the Promissory Notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the proceeds from issuance of the Promissory Notes and the fair value at issuance are recognized as either an expense in the unaudited condensed statements of operations (if issued at a discount) or as a capital contribution (if issued at a premium). Any changes in the estimated fair value of the Promissory Notes are recognized as non-cash gains or losses in the unaudited condensed statements of operations.
Recent Accounting Standards	Recent Accounting Standards On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this standard on its unaudited condensed financial statements and related disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of redemption of Class A ordinary shares	Schedule of redemption of Class A ordinary shares Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 204,541,163 Less: Redemption of Class A ordinary shares (72,546,420 ) Plus: Remeasurement of carrying value to redemption value 9,974,792 Class A ordinary shares subject to possible redemption as of December 31, 2023 141,969,535 Plus: Remeasurement of carrying value to redemption value 2,604,981 Class A ordinary shares subject to possible redemption as of March 31, 2024 $ 144,574,516
Schedule of basic and diluted net income per ordinary share	Schedule of basic and diluted net income per ordinary share For the Three Months Ended March 31, March 31, Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (4,092,539 ) $ (1,552,431 ) $ 238,387 $ 59,597 Denominator: Weighted average ordinary shares 13,177,933 4,998,811 19,995,246 4,998,811 Basic and diluted net (loss) income per ordinary share $ (0.31 ) $ (0.31 ) $ 0.01 $ 0.01

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of fair value warrant liability	Schedule of fair value warrant liability Amount at Level 1 Level 2 Level 3 March 31, 2024 Liabilities Warrant liability – Public Warrants $ 1,499,643 $ 1,499,643 $ - $ - Warrant liability – Private Placement Warrants 1,349,786 - - 1,349,786 Convertible promissory notes - related party 79,700 - - 79,700 Derivative liability - promissory note - related party redemption feature 9,928 9,928 - - $ 2,939,057 $ 1,509,571 $ - $ 1,429,486 December 31, 2023 Liabilities Warrant liability – Public Warrants $ 299,929 $ 299,929 $ - $ - Warrant liability – Private Placement Warrants 269,957 - - 269,957 Convertible promissory notes - related party 55,500 - - 55,500 Derivative liability - promissory note - related party redemption feature 2,841 2,841 - - $ 628,227 $ 302,770 $ - $ 325,457
Schedule of fair value of the private placement warrants	Schedule of fair value of the private placement warrants As of As of Stock price $ 10.94 $ 10.76 Exercise price $ 11.50 $ 11.50 Dividend yield - % - % Expected term (in years) 5.25 5.50 Volatility 5.6 % 5.9 % Risk-free rate 4.12 % 3.78 % Fair value $ 0.15 $ 0.03
Schedule of fair value of the Promissory Notes	Schedule of fair value of the Promissory Notes As of As of Warrant fair value $ 0.15 $ 0.03 Exercise price $ 1.00 $ 1.00 Dividend yield - % - % Expected term (in years) 0.26 0.51 Warrant volatility 328.3 % 283.1 % Risk-free rate 5.50 % 5.30 %
Schedule of fair value financial instruments	Schedule of fair value financial instruments Fair value as of December 31, 2022 - Private Placement Warrants $ 1,439,771 Change in fair value 269,958 Fair value as of March 31, 2023 - Private Placement Warrants $ 1,709,729 Fair value as of December 31, 2023 - Level 3 investments $ 325,457 Change in fair value of Private Placement Warrants 1,079,829 Change in fair value of convertible promissory notes 24,200 Fair value as of March 31, 2024 - Level 3 investments $ 1,429,486

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Mar. 31, 2024	Dec. 31, 2023	Jul. 02, 2024	Dec. 04, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriting fees		$ 499,049
Forfeited shares			656,250
Founder shares forfeited			32,439
Share price			$ 10.97
Net tangible assets			$ 5,000,001
Dissolution expenses			100,000
Remaining Public Share			$ 250,000
Reduction per share			$ 10.10
Payment to redeeming shareholders			$ 72,546,420
Deposits					$ 37,942
Cash held outside			25,236
Working capital deficit			$ 13,074,871
Anchor Investors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Founder shares forfeited			15,314
Deposits						$ 1,325,830
Class A Ordinary Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Redemption of shares			$ 6,817,313
Redemption price per share			$ 10.64
A Anchor Investors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from private placement		$ 748,574
Share price			10
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units	17,500,000
Sale of units per share	$ 10	$ 10.10
Sale of units in aggragate amount	$ 175,000,000
Proceeds from Issuance or Sale of Equity		$ 201,951,985
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units	8,250,000
Sale of units per share	$ 1
Proceeds from private placement	$ 8,250,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units	2,625,000	2,495,246
Sale of units per share		$ 1
Sale of units in aggragate amount		$ 24,952,460
Share price		$ 10
Over Allotment Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units		748,574
Pub Co Ordinary Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price			11.50
Conversion price			$ 1.119375
Cunova [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Redemption of shares			$ 25,001
Founder Shares [Member] | Sponsor Support Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of shares			2,639,375
Founder Shares [Member] | Anchor Support Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of shares			499,881
Public Shares [Member] | Sponsor Support Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of shares				1,593,941
Public Shares [Member] | Anchor Support Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of shares			283,291

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Class A ordinary shares subject to possible redemption	$ 141,969,535	$ 204,541,163
Redemption of Class A ordinary shares		(72,546,420)
Remeasurement of carrying value to redemption value	2,604,981	9,974,792
Class A ordinary shares subject to possible redemption	$ 144,574,516	$ 141,969,535

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net (loss) income	$ (5,644,970)	$ 297,984
Class A Ordinary Shares [Member]
Net (loss) income	$ (4,092,539)	$ 238,387
Weighted average ordinary shares	13,177,933	19,995,246
Basic and diluted net (loss) income per ordinary share	$ (0.31)	$ 0.01
Class B Ordinary Shares [Member]
Net (loss) income	$ (1,552,431)	$ 59,597
Weighted average ordinary shares	4,998,811	4,998,811
Basic and diluted net (loss) income per ordinary share	$ (0.31)	$ 0.01

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash equivalents	$ 0		$ 0
Trust Account	$ 144,674,516
Cash in the Trust Account			$ 142,069,535
Ordinary shares subject to possible redemption	13,177,933		13,177,933
Dissolution expenses	$ 100,000
Payment to redeeming shareholders	72,546,420
Remeasurement of carrying value to redemption value	2,604,981		$ 9,974,792
Offering costs as a reduction of temporary equity	29,576,119
Gain on waiver of deferred underwriting fees				$ 342,975
Waiver of deferred underwriting fee payable				$ 6,655,361
Unrecognized tax benefits	0		$ 0
Cash FDIC insured amount	250,000
Share-Based Payment Arrangement, Expense	0
Class ordinary shares			25,000
Founder Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Share-based compensation	$ 0	$ 649,610
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	659,844
Public And Private Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs	$ 2,429,624
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Class A ordinary shares sold	19,995,246
Offering costs	32,005,743
Underwriting discount amount	3,999,049
Deferred underwriting fees	6,998,336
Investor offering costs	18,958,165
Other offering costs	2,050,193
Purchase of aggregate shares	$ 18,996,197

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		1 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Mar. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price share			$ 0.15	$ 0.03
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price share	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	17,500,000
Sale of Stock, Price Per Share	$ 10	$ 10.10
Sale of units in initial public offering	$ 175,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	2,625,000	2,495,246
Sale of Stock, Price Per Share		$ 1
Sale of units in initial public offering		$ 24,952,460
Sale of units in initial public offering		$ 199,952,460

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		1 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Mar. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrant Price			$ 0.15	$ 0.03
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 11.50
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	8,250,000
Proceeds from private placement	$ 8,250,000
Warrant Price			$ 0.01
Over Allotment Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units		748,574
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement		$ 8,998,574

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

Nov. 02, 2023

Jul. 14, 2021

Feb. 23, 2021

Oct. 28, 2022

Nov. 16, 2021

Oct. 28, 2021

Mar. 31, 2024

Mar. 31, 2023

Jul. 02, 2024

Dec. 31, 2023

Dec. 18, 2023

Dec. 14, 2023

Dec. 04, 2023

Nov. 13, 2023

Oct. 10, 2023

Oct. 04, 2023

Oct. 02, 2023

Sep. 29, 2023

Sep. 08, 2023

Nov. 02, 2021

Related Party Transaction [Line Items]

Converted basis percentage of common stock

20%

Founder shares forfeited

32,439

Share price

$ 10.97

Administrative support agreement

$ 194,652

$ 134,652

Advisory fee

$ 20,000

Administrative support expenses

60,000

$ 60,000

Founder shares

659,844

Payments for Rent

$ 20,000

Compensation expense granted shares

659,844

Cost of revenue

$ 0

0

Warrants exercise price share

$ 0.15

$ 0.03

Convertible promissory notes

$ 79,700

$ 55,500

Fair value of promissory notes

$ 66,289

non-interest bearing deposits

the Sponsor will fund non-interest bearing deposits of $174,116 into the Trust Account. On the Maturity Date, the Company will pay the Sponsor an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, the Sponsor will have no claims under this agreement and the Company has no obligation to pay the Sponsor under this agreement. As of March 31, 2024 and December 31, 2023, $870,580 and $348,232, respectively, was outstanding under this note.

Class A ordinary shares

1,650

Initial fair value measurement

the Company first allocated the proceeds from the issuance of the note to the redemption feature based on their initial fair value measurement of $1,593 as of November 7, 2023, $1,596 as of December 4, 2023, $1,604 as of January 1, 2024, $1,614 as of February 1, 2024, and $1,622 as of March 5, 2024. The measurement of the fair value of the redemption feature was determined by applying a probability weighted adjustment for a successful Business Combination to the trading value of the Class A ordinary shares on the date of each draw. See Note 9 for additional details on the assumptions used. As of March 31, 2024 and December 31, 2023, the discount is $9,928 and $2,841, respectively, with the change in fair value of $2,247 included in the accompanying unaudited condensed statements of operations.

debt discount

$ 4,840

3,189

Net discount on promissory note

866,176

345,608

Amortization of the discount

$ 3,060

$ 0

Non-interest bearing deposits

the first business day of each month thereafter until the earliest to occur of (i) the Maturity Date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, Seaside will fund non-interest bearing deposits of $37,942 into the Trust Account. On the Maturity Date, the Company will pay Seaside an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, Seaside will have no claims under this agreement and the Company has no obligation to pay Seaside under this agreement. Deposits were made into the Trust Account on each of November 7, 2023, December 4, 2023, December 28, 2023, January 30, 2024, February 28, 2024, and March 28, 2024. As of March 31, 2024 and December 31, 2023, $227,598 and $113,808, respectively, was outstanding under this note.

Deposits

$ 37,942

Outstanding Amount

$ 227,652

$ 113,826

Description of interest rate

The interest rate on the dates of funding of November 7, 2023, December 4, 2023, December 28, 2023, January 30, 2024, February 28, 2024, and March 28, 2024 were 16.48%, 16.19%, 14.13%, 11.12%, 12.19% and 16.49%, respectively. The discount recorded on the notes for the three months ended March 31, 2024 and 2023 was $9,658 and $0, respectively. The carrying value of the promissory notes, net of discount was $438,981 and $210,483 as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024 and 2023, the amortization of the discount resulted in interest expense of $10,540 and $0, respectively.

A Anchor Investors [Member]

Related Party Transaction [Line Items]

Number of shares purchased

4,000,000

Share price

$ 10

Anchor Investors [Member]

Related Party Transaction [Line Items]

Anchor investors, description

In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 Units each in the Initial Public Offering at the offering price of $10.00 per Unit, or an aggregate of 15,864,997 Units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors)

Common Class A [Member]

Related Party Transaction [Line Items]

Warrants exercise price share

$ 11.50

Class A Ordiary Share [Member]

Related Party Transaction [Line Items]

Ordinary shares

8,250

3,300

Sponsor [Member]

Related Party Transaction [Line Items]

Founder shares forfeited

17,125

Sponsor [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

7,187,500

Aggregate of shares value

$ 25,000

Founder [Member]

Related Party Transaction [Line Items]

Repurchase of shares

2,156,250

Aggregate of shares

5,031,250

Founder shares forfeited

32,439

2,359,436

Share price

$ 0.005

Aggregate of shares value

$ 11,725

Founder [Member] | Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

1,006,250

Aggregate of shares value

$ 5,000

Founder shares forfeited

6,488

Share price

$ 8.04

Aggregate of shares value

$ 18,969,890

Founder [Member] | Second Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

503,125

Aggregate of shares value

$ 2,500

Founder [Member] | 3.6% B First Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

181,125

Aggregate of shares value

$ 900

Founder shares forfeited

1,168

Founder [Member] | 3.6% B Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

362,250

Aggregate of shares value

$ 1,800

Founder shares forfeited

2,336

Founder [Member] | 4.0% B Second Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

201,250

Aggregate of shares value

$ 1,000

Founder [Member] | 4.0% B Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

603,750

Aggregate of shares value

$ 3,000

Founder shares forfeited

3,894

Founder [Member] | 4.0% B Third Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

201,250

Aggregate of shares value

$ 1,000

Founder [Member] | 4.0% B Anchor Investor [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

402,500

Aggregate of shares value

$ 2,000

Founder shares forfeited

2,596

Founder [Member] | All Anchor Investors [Member]

Related Party Transaction [Line Items]

Stock Issued During Period, Shares, New Issues

2,374,750

Aggregate of shares value

$ 11,800

Founder [Member] | First Anchor Investors [Member]

Related Party Transaction [Line Items]

Founder shares forfeited

3,244

Founder [Member] | 4.0% B Fourth Anchor Investors [Member]

Related Party Transaction [Line Items]

Founder shares forfeited

1,298

Founder [Member] | 4.0% B Fifth Anchor Investors [Member]

Related Party Transaction [Line Items]

Founder shares forfeited

1,298

Founder [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Aggregate of shares

656,250

Founder [Member] | Common Class A [Member]

Related Party Transaction [Line Items]

Price per share

$ 12

Anchor Investors [Member]

Related Party Transaction [Line Items]

Founder shares forfeited

15,314

Deposits

$ 1,325,830

Lender [Member]

Related Party Transaction [Line Items]

Debt converted to warrants

1,500,000

Warrants exercise price share

$ 1

Sponsor Loan [Member]

Related Party Transaction [Line Items]

Warrants exercise price share

$ 1

Promissory note

$ 1,200,000

Loan payable

$ 300,000

$ 300,000

Outstanding balance

$ 600,000

$ 600,000

Seaside Loan [Member]

Related Party Transaction [Line Items]

Warrants exercise price share

$ 1

Promissory note

$ 150,000

Loan payable

$ 37,500

$ 37,500

Outstanding balance

$ 75,000

75,000

Capricorn Loan [Member]

Related Party Transaction [Line Items]

Warrants exercise price share

$ 1

Promissory note

$ 150,000

Loan payable

$ 37,500

Outstanding balance

$ 37,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 19, 2023	Nov. 16, 2021	Dec. 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Oct. 17, 2023
Subsidiary, Sale of Stock [Line Items]
Purchase of additional shares						22,334
Offering price per share				$ 10.97
Waived deferred underwriting fee			$ 342,975
Accrued contingent legal costs				$ 10,753,535	$ 6,449,593
Business combination acquisition related costs	$ 7,000,000
Broken deal discount				$ 87,371
Retained Earnings [Member]
Subsidiary, Sale of Stock [Line Items]
Waived deferred underwriting fee			$ 6,655,361
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriter cash discount per unit		$ 0.20
Payment of underwriting commissions		$ 3,999,049
Deferred fee		$ 0.35
Deferred underwriting fee		$ 6,998,336
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional shares		2,495,246		2,625,000
Offering price per share		$ 10
Proceeds from shares		$ 24,952,460

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 0.15	$ 0.03
Warrants, description	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders.
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 0.10
Redemption per share	$ 10
Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination, description	Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or their affiliates, without taking into account any Founder Shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an 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, and the $18.00 per share redemption trigger prices described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 0.01
IPO [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	9,997,623
IPO [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	18,996,197
IPO [Member] | Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	8,998,574

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	13,177,933	13,177,933
Common stock, shares outstanding	13,177,933	13,177,933
Class A ordinary shares possible redemption	$ 13,177,933	$ 13,177,933
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	4,998,811	4,998,811
Common stock, shares outstanding	4,998,811	4,998,811

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	$ 2,939,057	$ 628,227
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,509,571	302,770
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,429,486	325,457
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,499,643	299,929
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,499,643	299,929
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,349,786	269,957
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	1,349,786	269,957
Convertible Promissory Notes Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	79,700	55,500
Convertible Promissory Notes Related Party [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Convertible Promissory Notes Related Party [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Convertible Promissory Notes Related Party [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	79,700	55,500
Derivative Liability Promissory Note Related Party Redemption Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	9,928	2,841
Derivative Liability Promissory Note Related Party Redemption Feature [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure	9,928	2,841
Derivative Liability Promissory Note Related Party Redemption Feature [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure
Derivative Liability Promissory Note Related Party Redemption Feature [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1) - Private Placement Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Stock price	$ 10.94	$ 10.76
Exercise price	$ 11.50	$ 11.50
Dividend yield	(0.00%)	(0.00%)
Expected term	5 years 3 months	5 years 6 months
Volatility	5.60%	5.90%
Risk-free rate	4.12%	3.78%
Fair value	$ 0.15	$ 0.03

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details 2) - Promissory Note [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrant fair value	$ 0.15	$ 0.03
Exercise price	$ 1	$ 1
Dividend yield	(0.00%)	(0.00%)
Expected term	3 months 3 days	6 months 3 days
Volatility	328.30%	283.10%
Risk-free rate	5.50%	5.30%

FAIR VALUE MEASUREMENTS (Deta_4

FAIR VALUE MEASUREMENTS (Details 3) - Private Placement Warrants [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Fair value, beginning	$ 325,457	$ 1,439,771
Change in fair value of private placement warrants	1,079,829
Change in fair value of convertible promissory notes	24,200
Change in fair value		269,958
Fair value, ending	$ 1,429,486	$ 1,709,729

FAIR VALUE MEASUREMENTS (Deta_5

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 05, 2024	Feb. 01, 2024	Jan. 03, 2024	Dec. 31, 2023	Dec. 07, 2023	Nov. 07, 2023
Fair Value Disclosures [Abstract]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.15					$ 0.03
Closing price			$ 10.92	$ 10.87	$ 10.80		$ 10.76	$ 10.73
Quoted price	$ 10.94					$ 10.76
Change in fair value of warrant liabilities	$ 2,279,543	$ 569,886

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	May 10, 2024	Apr. 19, 2024	Oct. 17, 2023
Subsequent Event [Line Items]
Trust Account to deposits	$ 424,278
Ordinary shares issued				22,334
Subsequent Event [Member]
Subsequent Event [Line Items]
Ordinary shares issued		25,000
Subsequent Event [Member] | Sponsor Loan [Member]
Subsequent Event [Line Items]
Drew down			$ 300,000
Subsequent Event [Member] | Seaside Loan [Member]
Subsequent Event [Line Items]
Drew down			$ 37,500