Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | PROJECT ENERGY REIMAGINED ACQUISITION CORP. | ||
Entity Central Index Key | 0001847241 | ||
Entity File Number | 001-40972 | ||
Entity Tax Identification Number | 98-1582574 | ||
Entity Incorporation, State or Country Code | E9 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 285,411,546 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 1280 El Camino Real, Suite 200 | ||
Entity Address, City or Town | Menlo Park | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94025 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (415) | ||
Local Phone Number | 205-7937 | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | PEGRU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | PEGR | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Trading Symbol | PEGRW | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,473,772 | ||
Class B Ordinary Shares | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Houston, TX, USA |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 127,624 | $ 515,534 |
Prepaid expenses and other current assets | 226,094 | |
Total current assets | 127,624 | 741,628 |
Investments held in trust account | 115,981,606 | 267,475,787 |
Deferred offering costs | 17,393,949 | |
Total Assets | 133,503,179 | 268,217,415 |
Current liabilities: | ||
Accounts payable | 1,605,457 | 97,919 |
Accrued expenses | 2,435,615 | 437,406 |
Total current liabilities | 4,936,072 | 600,325 |
Warrant liabilities | 660,831 | 864,575 |
Derivative liability - forward purchase agreement | 318,735 | |
Accrued offering costs | 17,393,949 | |
Deferred underwriting fee payable | 9,232,181 | |
Total Liabilities | 22,990,852 | 11,015,816 |
Commitments (Note 6) | ||
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 10,879,358 and 26,377,660 shares at redemption value as of December 31, 2023 and 2022, respectively | 115,881,606 | 267,375,787 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (5,369,939) | (10,174,848) |
Total Shareholders’ Deficit | (5,369,279) | (10,174,188) |
Total Liabilities and Shareholders’ Deficit | 133,503,179 | 268,217,415 |
Class A Ordinary Shares | ||
Shareholders’ Deficit: | ||
Common stock value | 660 | |
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
Common stock value | 660 | |
Related Party | ||
Current liabilities: | ||
Accrued expenses - related party | 395,000 | 65,000 |
Promissory note - related party | $ 500,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Class A Ordinary Shares | ||
Class A ordinary shares subject to possible redemption, par value (in dollars per share) (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 10,879,358 | 26,377,660 |
Common shares, par value, (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 6,594,414 | 0 |
Common shares, shares oustanding | 6,594,414 | 0 |
Class B Ordinary Shares | ||
Common shares, par value, (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 1 | 6,594,415 |
Common shares, shares oustanding | 1 | 6,594,415 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs | $ 4,949,751 | $ 1,785,935 |
Loss from operations | (4,949,751) | (1,785,935) |
Gain on investments held in Trust Account | 2,900 | |
Interest and dividend income on investments held in Trust Account | 9,786,497 | 3,699,187 |
Unrealized (loss) gain on fair value of derivative liability - forward purchase agreement | (1,849,265) | 119,065 |
Unrealized gain on fair value of warrant liabilities | 203,744 | 11,239,468 |
Gain on waiver of deferred underwriting commissions by underwriter | 456,993 | |
Net income | $ 3,648,218 | $ 13,274,685 |
Class A Ordinary Shares | ||
Basic weighted average shares outstanding (in Shares) | 22,669,740 | 26,377,660 |
Basic net income per share (in Dollars per share) | $ 0.14 | $ 0.4 |
Class B Ordinary Shares | ||
Basic weighted average shares outstanding (in Shares) | 3,848,248 | 6,594,415 |
Basic net income per share (in Dollars per share) | $ 0.14 | $ 0.4 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||
Diluted weighted average shares outstanding | 22,669,740 | 26,377,660 |
Diluted net income per share | $ 0.14 | $ 0.40 |
Class B Ordinary Shares | ||
Diluted weighted average shares outstanding | 3,848,248 | 6,594,415 |
Diluted net income per share | $ 0.14 | $ 0.40 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 660 | $ (19,850,346) | $ (19,849,686) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,594,415 | ||||
Remeasurement of ordinary shares subject to redemption, to redemption value | (3,599,187) | (3,599,187) | |||
Net income | 13,274,685 | 13,274,685 | |||
Balance at Dec. 31, 2022 | $ 660 | (10,174,848) | (10,174,188) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,594,415 | ||||
Waiver of deferred underwriting commissions by underwriter (see Note 6) | 8,775,188 | 8,775,188 | |||
Conversion of Class B common shares to Class A common shares | $ 660 | $ (660) | |||
Conversion of Class B common shares to Class A common shares (in Shares) | 6,594,414 | (6,594,414) | |||
Remeasurement of ordinary shares subject to redemption, to redemption value | (9,786,497) | (9,786,497) | |||
Extinguishment of forward purchase agreement | 2,168,000 | 2,168,000 | |||
Net income | 3,648,218 | 3,648,218 | |||
Balance at Dec. 31, 2023 | $ 660 | $ (5,369,939) | $ (5,369,279) | ||
Balance (in Shares) at Dec. 31, 2023 | 6,594,414 | 1 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,648,218 | $ 13,274,685 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Gain on investments held in Trust Account | (2,900) | |
Interest and dividend income on investments held in Trust Account | (9,786,497) | (3,699,187) |
Unrealized loss (gain) on fair value of derivative liability - forward purchase agreement | 1,849,265 | (119,065) |
Unrealized gain on fair value of warrant liabilities | (203,744) | (11,239,468) |
Gain on waiver of deferred underwriting commissions by underwriter | (456,993) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 226,094 | 387,642 |
Accounts payable | 1,507,538 | 8,842 |
Accrued expenses | 1,998,209 | 358,684 |
Accrued offering costs | (12,632) | |
Accrued expenses - related party | 330,000 | 65,000 |
Net cash used in operating activities | (887,910) | (978,399) |
Cash Flows from Investing Activities: | ||
Withdrawal from Trust Account for payment to redeeming shareholders | 161,280,678 | |
Net cash provided by investing activities | 161,280,678 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note – related party | 500,000 | |
Payment to redeeming shareholders | (161,280,678) | |
Net cash used in financing activities | (160,780,678) | |
Net Change in Cash | (387,910) | (978,399) |
Cash – Beginning of period | 515,534 | 1,493,933 |
Cash – End of period | 127,624 | 515,534 |
Non-cash investing and financing activities: | ||
Deferred offering costs | 17,393,949 | |
Remeasurement of Class A ordinary shares to redemption amount | 9,786,497 | 3,599,187 |
Extinguishment of forward purchase agreement | 2,168,000,000,000 | |
Waiver of deferred underwriting commissions by underwriter (see Note 6) | $ 9,232,181 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization, Business Operations and Going Concern [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Project Energy Reimagined Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 10, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 December 31, 2023, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. 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 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Smilodon Capital, LLC (the “Sponsor”), generating gross proceeds of $8,150,000, which is discussed in Note 4. The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units (the “Over-Allotment Units”), generating gross proceeds of $13,776,600. Simultaneously with the closing of the partial exercise of the over-allotment option, the Company consummated the sale of 275,532 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532. Upon the closing of the Initial Public Offering and the sales of the Over-Allotment Units and Over-Allotment Warrants, an am ount of $263,776,600 ($10.00 per Unit) from the net proceeds of the sale of the Units in 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 was placed in a trust account (the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (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 does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the holders of the Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and the warrants will expire worthless. 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 the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, 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 (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s management team have agreed to vote any Founder Shares (as defined in Note 5) held by them, and any Public Shares purchased by them in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the initial Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without the Company’s prior consent (the “Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against the initial Business Combination. The shareholders’ inability to redeem the Excess Shares will reduce their influence over the ability to complete the initial Business Combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial Business Combination. As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open-market transactions, potentially at a loss. The Sponsor, Anchor Investors (as defined below in Note 5) and management team have agreed to (i) waive their redemption rights with respect to any Founder Shares and, solely with respect to the Sponsor and management team, 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, solely with respect to the Sponsor and management team, 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 the Combination Period 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 Sponsor or Anchor Investors acquire Public Shares in or 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 (as defined below). The Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they may purchase 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 the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the 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. The Amended and Restated Memorandum and Articles of Association provided that the Company would have only 18 months from the closing of Initial Public Offering (or 21 months from the closing of the Initial Public Offering if the Company executed a letter of intent, agreement in principle, or definitive agreement for an initial Business Combination within 18 months from the closing of the Initial Public Offering, but had not completed an initial Business Combination within such 18-month period) to complete an initial Business Combination. The Company entered into a non-binding letter of intent, dated as of April 25, 2023, with respect to an initial Business Combination, that automatically extended the period that the Company had to complete an initial Business Combination to August 2, 2023 pursuant to the Amended and Restated Memorandum and Articles of Association. On August 1, 2023, the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Company (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved, among other matters, the extension of the date by which the Company must consummate an initial Business Combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by the Company’s board of directors (the “Combination Period”), for a total extension of up to nine months (collectively, the “Extension”). If the Company is unable to complete an initial Business Combination within the Combination Period (or such later date as may be approved by the Company’s shareholders at a meeting called for such purpose at which the Company’s shareholders will be given the opportunity to have their Public Shares redeemed for a pro rata portion of the funds in the Trust Account), the Company will then liquidate in accordance with the Amended and Restated Memorandum and Articles of Association. If the Company is unable to complete an initial Business Combination within the Combination Period or during any extension 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 10 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 and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii) to the obligations under Cayman Islands law to provide for claims of creditors and the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In April 2023, the underwriters further waived their rights to 100% of the deferred underwriting commission (see Note 6). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of the Public Shares. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On July 25, 2023, the Company entered into one or more agreements (the “Non-Redemption Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Public Shares in connection with certain proposals considered and voted upon at the Extraordinary General Meeting, in exchange for the Company agreeing to issue or cause to be issued to each such investor 138,000 Class A ordinary shares (“Post-Combination Shares”) at the time of the Company’s initial Business Combination. The Company subsequently entered into additional Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Class A ordinary shares to Post-Combination Shares, in each case with respect to the Extraordinary General Meeting. Pursuant to all such Non-Redemption Agreements, the Company has agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption of Public Shares, including in connection with the Extension, an initial Business Combination or liquidation of the Company. At the Extraordinary General Meeting, the Company’s shareholders approved the following items: (i) a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the Extension (the “Extension Amendment Proposal”); (ii) a proposal to amend the Amended and Restated Memorandum and Articles of Association to eliminate (a) the limitation that the Company shall not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions and (b) the limitation that the Company shall not consummate an initial Business Combination unless the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination (the “Redemption Limitation Amendment Proposal”); (iii) a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the right of holders of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holder (the “Founder Share Amendment Proposal”, and collectively with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Articles Amendment Proposals”); (iv) a proposal to amend the investment management trust agreement, dated as of October 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the Extension (the “Trust Amendment”, and such proposal, the “Trust Amendment Proposal”); (v) a proposal to re-appoint Michael Browning to the board of directors to serve until the third annual general meeting of shareholders following the Extraordinary General Meeting or until his successor is elected and qualified; and (vi) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Effective upon the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, on August 1, 2023, (i) the Amended and Restated Memorandum and Articles of Association were amended pursuant to the resolutions set forth in the Articles Amendment Proposals, and (ii) the Company entered into the Trust Amendment with Continental Stock Transfer & Trust Company, as trustee. On August 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Amended and Restated Memorandum and Articles of Association as amended pursuant to the Articles Amendment Proposals (collectively, the “Class B Conversion”), and (ii) the Public Shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “Redemption”). After the satisfaction of the Redemption, the balance in the Trust Account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Redemption, 17,473,772 Class A ordinary shares (including 10,879,358 shares subject to possible redemption) and one Class B ordinary share remain issued and outstanding. Proposed Business Combination On October 2, 2023, the Company entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland (“Holdco”), Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), Heramba Limited, an Irish private company limited by shares duly incorporated under the laws of Ireland (the “Seller”), and Heramba GmbH, a limited liability company ( Gesellschaft mit beschränkter Haftung On December 6, 2023, Holdco initially filed with the SEC a registration statement on Form F-4 (the “Form F-4”) in connection with the Proposed Business Combination, which was subsequently amended on January 16, 2024, February 27, 2024 and March 15, 2024. The Form F-4 contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement relating to the Proposed Business Combination in connection with the Company’s solicitation of proxies for the vote by its shareholders regarding the Proposed Business Combination and related matters, as described in the Form F-4, and (ii) a preliminary prospectus relating to, among other things, the offer of the securities to be issued by Holdco in connection with the Proposed Business Combination. On March 19, 2024, the Form F-4 was declared effective by the SEC, and Holdco and the Company filed the definitive proxy statement/prospectus with the SEC. On or about March 19, 2024, the Company commenced the mailing of the definitive proxy statement/prospectus related to the Proposed Business Combination (the “definitive proxy statement/prospectus”) and other relevant documents to its shareholders as of March 1, 2024, the record date established for voting on the Proposed Business Combination. The terms of the Business Combination Agreement and other related ancillary agreements, including those noted below, are summarized in more detail in the Form F-4 and the definitive proxy statement/prospectus. On March 28, 2024, the Company held an extraordinary general meeting of shareholders (the “Business Combination Meeting”) to consider and vote upon the proposals set forth in the definitive proxy statement/prospectus. At the Business Combination Meeting, the Company’s shareholders approved the Proposed Business Combination and related matters. The Company expects the Proposed Business Combination to close as soon as practicable. Business Combination Agreement Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each of the Company’s issued and outstanding Units will be automatically separated into its component securities (the “Unit Separation”) and (2) the sole issued and outstanding Class B ordinary share will be automatically converted into one Class A ordinary share (such conversion, the “Closing Class B Conversion”); (ii) at the Merger Effective Time, the Company will enter into a plan of merger with Merger Sub, pursuant to which Merger Sub will merge with and into our company (the “Merger”), with the Company being the surviving company in the Merger (the “Surviving Company”) and becoming a direct, wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each Class A ordinary share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the Class A ordinary shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to be issued one ordinary share in the capital of Holdco with a nominal value of €0.0001 (“Holdco Ordinary Shares”), (b) each Public Warrant will remain outstanding but will be automatically adjusted to become one Holdco public warrant (“Holdco Public Warrants”), (c) each Private Placement Warrant will remain outstanding but will be automatically adjusted to become one Holdco private warrant (“Holdco Private Warrants”), (d) each Class A ordinary share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the Trust Account pursuant to the Articles, (e) each dissenting ordinary share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting ordinary share and such other rights as are granted by the Companies Act (As Revised) of the Cayman Islands and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company; (iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares (the “Share Consideration”) to Seller; and (v) all deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each (“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law. The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, the Holdco Ordinary Shares being approved for listing on Nasdaq or another national securities exchange and the execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated. Heramba Sole Shareholder Written Consent Concurrently with the execution and delivery of the Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to the Company a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and related ancillary agreements, and approved the transactions contemplated thereby. Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company entered into a sponsor support agreement with Heramba and the Sponsor, pursuant to which, among other things, the Sponsor (a) agreed to vote any ordinary shares held by it as of the record date established for voting on the Proposed Business Combination in favor of the Business Combination Agreement, the Proposed Business Combination and each of the proposals set forth in the Form F-4, and against any action that would reasonably be expected to impede the completion of the Proposed Business Combination as described therein, (b) agreed not to transfer such shares until the earliest of the closing of the Proposed Business Combination (the “Closing”) or the termination of the Business Combination Agreement, except as set forth therein, (c) agreed not to redeem such shares in connection with the Proposed Business Combination (which waiver of redemption rights was initially provided in connection with the Initial Public Offering in consideration for receipt of Founder Shares, and for certain covenants and commitments pursuant to a letter agreement entered into at the time of the Initial Public Offering, and without any separate consideration paid in connection with providing such waiver) and (d) waived certain anti-dilution rights with respect to any such shares that are Class B ordinary shares. Share Contribution Agreement In connection with the Closing, the Seller and Holdco will enter into a transfer agreement immediately following the Merger Effective Time, pursuant to which the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, all of the shares in Heramba, in exchange for the issuance by Holdco of the Share Consideration to the Seller. Lock-Up Agreement In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, certain of the Company’s directors and executive officers and certain Heramba shareholders holding greater than 5% of the outstanding Holdco Ordinary Shares upon the Closing, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities (as defined therein), subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) the twelve month anniversary of the date of the Closing (the “Closing Date”), (ii) such time that the trading price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all Holdco shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. The Lock-Up Securities include up to 5,422,698 Holdco Ordinary Shares to be issued in exchange for the Founder Shares held by the Sponsor and certain of the Company’s officers and directors, and 34,000,000 Holdco Ordinary Shares to be held by certain Heramba shareholders. Registration Rights Agreement In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, will enter into a registration rights agreement, pursuant to which, among other things, Holdco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Holdco Ordinary Shares and other equity securities of Holdco that are held by the parties thereto from time to time. In addition, Holdco will agree to provide such holders with customary demand and piggyback registration rights with respect to the Registrable Securities (as defined therein). Such Registrable Secu |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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. The Company has elected to implement the aforementioned exemptions. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 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 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 and Cash Equivalents The Company co nsiders all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of Investments Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. Class A Ordinary Shares Subject to Possible Redemption All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. 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 redeemable ordinary shares as of December 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $9,786,497 for the year ended December 31, 2023. As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 Redemption of Class A common shares subject to redemption (161,280,678 ) Remeasurement of carrying value to redemption value 9,786,497 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 115,881,606 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $34,696,193 as a result of the Initial Public Offering (consisting of a $5,275,532 underwriting discount, $9,232,181 of deferred underwriting fees, $19,381,703 of Anchor Investor offering costs, $1,334,330 of other offering costs, partially offset by $527,553 in reimbursements of offering expenses by the underwriters). The Company recorded $32,606,933 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company immediately expensed $2,089,260 of offering costs in connection with the Public Warrants (as defined in Note 3) and the Private Placement Warrants that were classified as liabilities. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option, and private placements to purchase an aggregate of 21,614,362 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 3,118,794 $ 529,424 $ 10,619,748 $ 2,654,937 Denominator: Basic and diluted weighted average shares outstanding 22,669,740 3,848,248 26,377,660 6,594,415 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.40 $ 0.40 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. 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. See Note 9 for additional information on assets and liabilities measured at fair value. 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 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument 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 to be recorded in the statements of operations. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Company was to issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold were to be determined solely by the Company, and the Company was not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statements of operations. See Note 5 for additional information on the forward purchase agreement. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of ASU 2023-09. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
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 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Over-Allotment Units, generating gross proceeds of $13,776,600. Gross proceeds from the Initial Public Offering and closing of the partial exercise of the over-allotment option totaled $263,776,600. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,150,000. Simultaneously with the closing of the partial exercise of the over-allotment option, the Company consummated the sale of 275,532 Over-Allotment Warrants at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532, for an aggregate total of $8,425,532 in gross proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants. Each Private Placement Warrant and Over-Allotment Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants were added to the net proceeds from the Initial Public Offering and the Over-Allotment Units held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants that are included in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants and Over-Allotment Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 18, 2021, the Sponsor was issued 8,625,000 Class B ordinary shares (the “Founder Shares”) for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. In June 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Founder Shares included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor and its permitted transferees would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2021, with the partial exercise of the underwriters’ over-allotment option, 344,415, Class B ordinary shares were no longer subject to forfeiture, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and the 593,085 Class B ordinary shares were forfeited. The Sponsor and the Additional Anchor Investors (as defined below) have each agreed with the Company that, subject to certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one A total of eleven Anchor Investors (the “Anchor Investors,” representing both the Original Anchor Investors and the Additional Anchor Investors, as such terms are defined below) purchased Units in the Initial Public Offering at the offering price of $10.00 per Unit. 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. Three Anchor Investors (the “Original Anchor Investors”) entered into separate subscription agreements in March and July 2021 with the Sponsor for direct interests in the Founder Shares held by the Sponsor. The Original Anchor Investors purchased interests representing 1,379,850 Founder Shares at a purchase price of $0.004 per share or $5,519 in the aggregate. The other eight Anchor Investors (the “Additional Anchor Investors”) entered into separate subscription agreements in September 2021 with the Sponsor for the purchase of Founder Shares from the Sponsor. The Additional Anchor Investors purchased 1,171,717 Founder Shares at a purchase price of $0.004 per share or $4,687 in the aggregate. 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 may purchase 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 the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the 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. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $19,391,909 or $7.60 per share. The excess of the fair value of the Founder Shares sold over the aggregate purchase price of $10,206 (or $0.004 per share) was determined to be an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. On August 1, 2023, pursuant to the Class B Conversion, the holders of the Founder Shares converted 6,594,414 Founder Shares from Class B ordinary shares to 6,594,414 Class A ordinary shares, which shares include these same transfer restrictions. Forward Purchase Agreement In September 2021, the Company amended and restated the forward purchase agreement pursuant to which EWI Capital SPAC I LLC, which is an affiliate of Srinath Narayanan (the Company’s President and Chief Executive Officer) and a member of the Sponsor (“EWI” or the “forward purchase investor”), had subscribed to purchase from the Company up to 2,000,000 units (the “forward purchase units”), with each unit consisting of one Class A ordinary share, par value of $0.0001 per share, (the “forward purchase shares”) and one-half The Company would have determined in its sole discretion the specific number of forward purchase units (up to 2,000,000) that it would have sold to the forward purchase investor, if any, and the obligation of the forward purchase investor to purchase the forward purchase units was subject to the approval of the forward purchase investor’s manager following notice to the forward purchase investor that the Company intended to enter into an agreement for a Business Combination. The forward purchase agreement also provided that the forward purchase investor was entitled to registration rights with respect to the forward purchase securities. The proceeds from the sale of the forward purchase units may have been used as part of the consideration to the sellers in an initial Business Combination, expenses in connection with an initial Business Combination or for working capital in the post-Business Combination company. These purchases were required to be made regardless of whether any Class A ordinary shares were redeemed by the Public Shareholders and were intended to provide the Company with a minimum funding level for an initial Business Combination. The forward purchase units would have been issued only in connection with the closing of an initial Business Combination. The Company accounted for the forward purchase agreement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the forward purchase units did not meet the criteria for equity treatment thereunder, the Company classified the securities underlying the forward purchase agreement as an asset or liability at its fair value. This asset or liability was subject to re-measurement at each balance sheet date. With each such remeasurement, the asset or liability was adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. On October 2, 2023, the Company and EWI entered into a mutual termination agreement to terminate the forward purchase agreement. In consideration of the termination of the forward purchase agreement, the Company determined that, under ASC 405-20-40, Liabilities – Extinguishment of Liabilities – Derecognition, the derivative liability for forward purchase agreement should be extinguished and removed from the balance sheet as of October 2, 2023. Pursuant to ASC 850, Related Party Disclosures, as the forward purchase agreement was determined to have been entered into with a related party, the liability extinguishment of $2,168,000 was recorded to accumulated deficit in absence of an available balance in additional paid-in capital. Administrative Services Agreement On October 28, 2021, in connection with the Initial Public Offering, the Company entered into an agreement with EWI to pay a total of $30,000 per month to EWI for office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023 and 2022, the Company incurred $360,000 of expenses under this agreement and included within operating costs on the statements of operations. For the year ended December 31, 2023 and 2022, the Company paid $30,000 and $295,000 of expenses under this agreement and included within operating costs on the statements of operations, respectively. As of December 31, 2023 and 2022, $395,000 and $65,000 remain unpaid and are recorded in Accrued expenses - related party, respectively. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. There were no The Company issued an unsecured promissory note in the principal amount of up to $500,000 to the Sponsor (the “Promissory Note”). The Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the date that the winding up of the Company is effective. On August 21, 2023, September 27, 2023, and November 6, 2023, the Company drew $50,000, $250,000, and $200,000 from the Promissory Note, respectively. As of December 31, 2023 the outstanding balance of these loans was $500,000 which has not yet been repaid as of December 31, 2023. Non-Redemption Agreements On July 25, 2023, the Company entered into one or more Non-Redemption Agreements with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Public Shares in connection with certain proposals considered and voted upon at the Extraordinary General Meeting, in exchange for the Company agreeing to issue or cause to be issued to each such investor 138,000 Post-Combination Shares at the time of the Company’s initial Business Combination. The Company subsequently entered into additional Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Class A ordinary shares to Post-Combination Shares, in each case with respect to the Extraordinary General Meeting. Pursuant to all such Non-Redemption Agreements, the Company has agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. The Company determined that the fair value of shares that will be issued to such investors upon the consummation of the offering was $10.39 per share on the grant date of August 1, 2023. As such, the fair value of the shares was recorded as a deferred offering cost as of August 1, 2023, and will be remeasured at each reporting date. At the time of the closing of the offering and issuance of shares in connection with the initial Business Combination, the deferred offering costs will be offset against the proceeds of the issued shares to such investors. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, Over-Allotment Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, the Over-Allotment Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement with EWI, the Company had agreed that the forward purchase securities would be entitled to registration rights pursuant to the registration rights agreement. Underwriting 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 3,750,000 additional Units to cover over-allotments. On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $13,776,600 to the Company. In connection with the closing of the Initial Public Offering and subsequent partial exercise of the over-allotment option, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,275,532 in the aggregate. In addition, $0.35 per Unit, or $9,232,181 was payable to the underwriters for deferred underwriting commission from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. On April 17, 2023 and April 27, 2023, J.P. Morgan Securities LLC and BofA Securities, Inc., respectively, constituting all of the underwriters, waived their rights to 100% of the deferred underwriting commission. Upon the waiver, the Company reduced the liability by recording a portion of the waiver to accumulated deficit, and a portion as a gain on the waiver, in a manner consistent with the original allocation of the deferred underwriting fee payable. The waiver of the deferred underwriting fee payable does not impact the carrying value of the Public Shares as the Public Shares are recorded at their redemption value. Vendor Agreements On September 22, 2021, the Company entered into an agreement with a financial advisor (the “First Financial Advisor” and such agreement, the “First Financial Advisor Agreement”) for services to be rendered in connection with the Company’s Initial Public Offering, pursuant to which the Company would pay the First Financial Advisor (i) an amount equal to the aggregate number of securities sold in the Initial Public Offering multiplied by 0.02 and then further multiplied by 0.07, (ii) an amount equal to the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.02 and then further multiplied by 0.07, and (iii) on the date of any additional or deferred payment to any underwriters or other persons performing similar services in connection with the Initial Public Offering an amount equal to the aggregate number of securities sold in the Initial Public Offering, plus, the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.035 and then further multiplied by 0.13. The Company paid the First Financial Advisor a total of $369,287 in the aggregate pursuant to (i) and (ii) noted above. Those fees were considered offering costs of the Company (see Note 2 for accounting policy for offering costs). The Company determined that upon the waiver of the deferred underwriting fees by J.P. Morgan Securities LLC and BofA Securities, Inc., the fees pursuant to (iii) noted above became void. On September 28, 2021, the Company entered into an agreement with a financial advisor (the “Second Financial Advisor” and such agreement, the “Second Financial Advisor Agreement”) for services to be rendered in connection with the Company’s Initial Public Offering, pursuant to which the Company would pay the Second Financial Advisor (i) an amount equal to the aggregate number of securities sold in the Initial Public Offering multiplied by 0.02 and then further multiplied by 0.03 and (ii) an amount equal to the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.02 and then further multiplied by 0.03. The Company paid the Second Financial Advisor a total of $158,266 in the aggregate pursuant to (i) and (ii) noted above. Those fees were considered offering costs of the Company (see Note 2 for accounting policy for offering costs). On August 18, 2022, the Company entered into an agreement with a legal advisor (the “Advisor”) for services to be rendered in connection with the consummation of a Business Combination, pursuant to which the Company would pay the Advisor a fee of 50,000 euros in connection with certain milestones, and a success fee of 600,000 euros contingent upon the successful completion of a Business Combination. Half of the 50,000 euro milestone fee became due and payable thirty days after the execution of the agreement, and the fee was paid to the Advisor in October 2022. On January 23, 2023, the Company and the Advisor entered into an amended agreement, pursuant to which, the previous unpaid portion of the milestone fee and the success fee were cancelled. Pursuant to the amended agreement, the Company would pay the advisor 25,000 euros upon the execution of the amended agreement, 25,000 euros on each of February 28, 2023 and March 31, 2023, 200,000 euros upon the execution of a share purchase agreement, and a success fee of 450,000 euros contingent upon the successful completion of a Business Combination. On April 30, 2023, Heramba and the Advisor entered into a second amended agreement, pursuant to which, Heramba assumed responsibility for the payment of the 25,000 euros due on each of February 28, 2023 and March 31, 2023, the 200,000 euro fee upon the execution of a share purchase agreement, and the success fee of 450,000 euros upon the completion of a Business Combination. The fees of 25,000 euros that were due to the Advisor on February 28, 2023 and March 31, 2023 that had previously been accrued were removed from the Company’s balance sheet, statement of operations, statement of shareholders’ equity, and statement of cash flows in connection with the second amended agreement. On August 24, 2022, the Company entered into an agreement with a consultant (the “Consultant”) for general project management and coordination of activities in connection with consummating a Business Combination, pursuant to which the Company shall pay a retainer of $25,000 upon each of signing of the letter of engagement and the acceptance of the terms of a Business Combination agreement. In addition a final retainer fee of $550,000 would be paid to the Consultant, contingent upon the closing of a Business Combination. In August 2023, the Company informed the Consultant of their intention to terminate the agreement in accordance with the terms of the agreement. The Company paid the Consultant the first retainer upon the signing of the letter of engagement. All other fees under the agreement were waived upon the termination. On May 22, 2023, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial and market related advice customary with the consummation of a Business Combination, for the Company’s proposed Business Combination with Heramba. Pursuant to the agreement, the Company will pay an amount equal to (i) 2.0% of the enterprise value of Heramba as set forth in the Business Combination Agreement; plus (ii) 2.0% of (a) net cash remaining in the Trust Account that is actually delivered to Heramba at Closing plus (b) the net proceeds that are actually delivered to Heramba at Closing from any financing transaction by the Company or Heramba (the “Net Closing Proceeds”) up to and including $50,000,000; plus (iii) 4.0% of the amount (if any) by which the Net Closing Proceeds exceed $50,000,000 (collectively the “Transaction Fee”). In no event shall the Transaction Fee be less than $3,500,000. The Transaction Fee is due to the Third Financial Advisor only if the Business Combination is consummated, and as such is considered contingent upon the consummation of the Business Combination. On July 20, 2023, the Company entered into an agreement with a capital markets advisor (the “Capital Markets Advisor”) for services such as securing an extension of the Business Combination Period, providing capital markets advice, advising on structure and terms of the Business Combination Agreement, and identifying finance opportunities in connection with a Business Combination. Pursuant to the agreement, the Company will pay the Capital Markets Advisor (i) an advisor fee in connection with the Extension and the Business Combination in an amount equal to $750,000 in the aggregate, plus an additional $750,000 if, in connection with the Extension, (a) the Capital Markets Advisor secures non-redemption agreements with the Company shareholders (the “Non-Redeeming Shareholders”) with respect to more than 7,500,000 Class A ordinary shares, in the aggregate, initially issued as part of units sold in the Company’s Initial Public Offering (the “Non-Redemption Shares”), (b) pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agree to receive less than or equal to 1,400,000 promote shares, in the aggregate, to be issued by the Company (or its successor) following the Business Combination, and (c) the Non-Redeeming Shareholders do not redeem the Non-Redemption Shares in connection with the Extension (the “Advisor Fee”); and (ii) a transaction fee in connection with a possible private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction to be consummated in connection with the Business Combination (the “Offering”), of an amount equal to (a) 4.0% of the gross proceeds from the private placement of $15,000,000 or more of equity or equity-linked securities or (b) 2.5% of the gross proceeds from the private placement of $30,000,000 or more of debt or convertible debt securities, in each case raised from investors first identified to the Company by the Capital Markets Advisor and received by the Company or any target simultaneously with or before the closing of the Offering (the “Offering Fee” and together with the Advisor Fee, the “CMA Transaction Fee”). No CMA Transaction Fee shall be payable if the Business Combination is not consummated. and as such the CMA Transaction Fee is considered contingent upon the consummation of the Business Combination. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7. WARRANTS As of December 31, 2023 and 2022, there were 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The warrants will expire five 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 prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share 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. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, 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 elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants the price Class A ordinary share equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) 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 share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to permit exercise on a “cashless” basis. If and when the warrants become redeemable by the Company, 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 Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise described below; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the 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 share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants and the forward purchase warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding forward purchase units, for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase units) at an issue price or effective issue price of less than $9.20 per Class A 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 or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, or the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination, or, such price, the Market Value, is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “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 the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants, issued pursuant with the Initial Public Offering and partial exercise of the over-allotment option, in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s 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 | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Deficit [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares no Class A ordinary shares Class B ordinary shares 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 shareholders except as required by law. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, 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 total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. On August 1, 2023, pursuant to the Class B Conversion, the holders of the Founder Shares converted 6,594,414 Founder Shares from Class B ordinary shares to 6,594,414 Class A ordinary shares. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [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 December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: Money market funds $ 115,981,606 $ 115,981,606 $ — $ — Deferred offering costs $ 17,393,949 $ 17,393,949 $ — $ — Liabilities Accrued offering costs $ 17,393,949 $ 17,393,949 $ — $ — Warrant liability – Public Warrants $ 395,665 $ 395,665 $ — $ — Warrant liability – Private Placement Warrants 265,166 — 265,166 — Warrant Liabilities $ 660,831 $ 395,665 $ 265,166 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 267,475,787 $ 267,475,787 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 318,735 $ — $ — $ 318,735 Warrant liability – Public Warrants $ 527,553 $ 527,553 $ — $ — Warrant liability – Private Placement Warrants 337,022 — 337,022 — Warrant Liabilities $ 864,575 $ 527,553 $ 337,022 $ — The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2023 and 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker PEGRW. The quoted price of the Public Warrants was $0.03 and $0.04 per warrant as of December 31, 2023 and 2022, respectively. The Company utilized a Black-Scholes model for the initial valuation of the Private Placement Warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which were considered Level 3 inputs. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as of December 31, 2022 due to the use of an observable market quote for a similar asset in an active market. The Company estimates the volatility of its ordinary shares based on a back-solve lattice model which adjusts the trading price of the Public Warrants for the estimated probability of completing the initial Business Combination. However, since the back-solve lattice model did not produce a meaningful volatility for the Private Placement Warrants as of December 31, 2023 and 2022, the fair value of the Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.03 and $0.04 per warrant as of December 31, 2023 and 2022, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. For the year-ended December 31, 2023, there were no transfers between either Level 1, 2 or 3 inputs. The model used to estimate the fair value of the derivative liability for the forward purchase agreement is based on the assumption that the forward purchase securities are equivalent to the Company’s Units and determined, on a per unit basis, as the price of the Company’s Units less the present value of the contractually stipulated forward price of $10.00. The following table provides the significant inputs to the model for the fair value of the forward purchase agreement: At At Fair value of unit $ 10.82 $ 10.01 Unit forward price $ 10.00 $ 10.00 Time to Business Combination (in years) 0.50 0.34 Risk-free rate 5.58 % 4.54 % Discount factor 97.30 % 98.50 % Fair value - derivative liability $ 1.084 $ 0.159 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of January 1, 2022 $ 5,156,098 Unrealized gain (4,500,341 ) Transfer of Private Placement Warrants to Level 2 measurement (337,022 ) Fair value as of December 31, 2022 318,735 Unrealized loss 1,849,265 Extinguishment of forward purchase agreement (2,168,000 ) Fair value as of December 31, 2023 $ — The Company recognized an unrealized gain on the fair value of warrant liabilities of $203,744 and $11,239,468, in the statement of operations for the years ended December 31, 2023 and 2022, respectively. The Company recognized an unrealized loss on the fair value of derivative liability - forward purchase agreement of $1,849,265 in the statement of operations for the year ended December 31, 2023. The Company recognized an unrealized gain on the fair value of derivative liability - forward purchase agreement of $119,065 in the statement of operations for the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On January 26, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $375,000 to Srinath Narayanan (the Company’s President and Chief Executive Officer), to be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event that the Company does not consummate an initial business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of the date of this filing, the Company has an outstanding balance under the Note of $350,000. On April 3, 2024, the Company and the First Financial Advisor entered into an amendment to the First Financial Advisor Agreement, pursuant to which the First Financial Advisor agreed that any fees pursuant to (iii) were waived upon the date of the waiver of the deferred underwriting fees by J.P. Morgan Securities LLC and BofA Securities, Inc., and agreed that any services that have been provided by the First Financial Advisor after the Initial Public Offering will be paid by the Company to the First Financial Advisor, up to a maximum of $1,200,000, only if the Business Combination is consummated, and as such the payment is considered contingent upon the consummation of the Business Combination. See details relating to the First Financial Advisor Agreement at Note 6 of the financial statements. On April 3, 2024, the Company and the Second Financial Advisor entered into an amendment to the Second Financial Advisor Agreement, pursuant to which the Company has agreed to cause 250,000 Class A ordinary shares of the Company (or equivalent securities of the post-combination company) to be delivered to the Second Financial Advisor as compensation for any services that have been provided by the Second Financial Advisor after the Initial Public Offering. Such shares will be delivered only if the Business Combination is consummated, and as such the delivery is considered contingent upon the consummation of the Business Combination. See details relating to the Second Financial Advisor Agreement at Note 6 of the financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 3,648,218 | $ 13,274,685 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 auditor 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. The Company has elected to implement the aforementioned exemptions. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 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 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 and Cash Equivalents | Cash and Cash Equivalents The Company co nsiders all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. 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 redeemable ordinary shares as of December 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $9,786,497 for the year ended December 31, 2023. As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 Redemption of Class A common shares subject to redemption (161,280,678 ) Remeasurement of carrying value to redemption value 9,786,497 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 115,881,606 |
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 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $34,696,193 as a result of the Initial Public Offering (consisting of a $5,275,532 underwriting discount, $9,232,181 of deferred underwriting fees, $19,381,703 of Anchor Investor offering costs, $1,334,330 of other offering costs, partially offset by $527,553 in reimbursements of offering expenses by the underwriters). The Company recorded $32,606,933 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company immediately expensed $2,089,260 of offering costs in connection with the Public Warrants (as defined in Note 3) and the Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option, and private placements to purchase an aggregate of 21,614,362 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 3,118,794 $ 529,424 $ 10,619,748 $ 2,654,937 Denominator: Basic and diluted weighted average shares outstanding 22,669,740 3,848,248 26,377,660 6,594,415 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.40 $ 0.40 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. 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. See Note 9 for additional information on assets and liabilities measured at fair value. |
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 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument 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 to be recorded in the statements of operations. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Company was to issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold were to be determined solely by the Company, and the Company was not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statements of operations. See Note 5 for additional information on the forward purchase agreement. |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of ASU 2023-09. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected in the Balance Sheets | As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 Redemption of Class A common shares subject to redemption (161,280,678 ) Remeasurement of carrying value to redemption value 9,786,497 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 115,881,606 |
Schedule of Basic and Diluted Net Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 3,118,794 $ 529,424 $ 10,619,748 $ 2,654,937 Denominator: Basic and diluted weighted average shares outstanding 22,669,740 3,848,248 26,377,660 6,594,415 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.40 $ 0.40 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Company Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | 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 December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: Money market funds $ 115,981,606 $ 115,981,606 $ — $ — Deferred offering costs $ 17,393,949 $ 17,393,949 $ — $ — Liabilities Accrued offering costs $ 17,393,949 $ 17,393,949 $ — $ — Warrant liability – Public Warrants $ 395,665 $ 395,665 $ — $ — Warrant liability – Private Placement Warrants 265,166 — 265,166 — Warrant Liabilities $ 660,831 $ 395,665 $ 265,166 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 267,475,787 $ 267,475,787 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 318,735 $ — $ — $ 318,735 Warrant liability – Public Warrants $ 527,553 $ 527,553 $ — $ — Warrant liability – Private Placement Warrants 337,022 — 337,022 — Warrant Liabilities $ 864,575 $ 527,553 $ 337,022 $ — |
Schedule of Significant Inputs For the Initial Fair Value of the Public Warrants | The following table provides the significant inputs to the model for the fair value of the forward purchase agreement: At At Fair value of unit $ 10.82 $ 10.01 Unit forward price $ 10.00 $ 10.00 Time to Business Combination (in years) 0.50 0.34 Risk-free rate 5.58 % 4.54 % Discount factor 97.30 % 98.50 % Fair value - derivative liability $ 1.084 $ 0.159 |
Schedule of the Changes in the Fair Value of the Company's Level 3 Financial Instruments | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of January 1, 2022 $ 5,156,098 Unrealized gain (4,500,341 ) Transfer of Private Placement Warrants to Level 2 measurement (337,022 ) Fair value as of December 31, 2022 318,735 Unrealized loss 1,849,265 Extinguishment of forward purchase agreement (2,168,000 ) Fair value as of December 31, 2023 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) | 12 Months Ended | |||||||||
Aug. 01, 2023 USD ($) $ / shares shares | Jul. 25, 2023 shares | Apr. 30, 2023 | Jan. 01, 2023 | Nov. 17, 2021 USD ($) $ / shares shares | Nov. 02, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 € / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Price per share | € / shares | € 0.0001 | |||||||||
Underwriting option period | 45 days | |||||||||
Obligation to redeem public shares | 100% | |||||||||
Business combination threshold net tangible assets (in Dollars) | $ | $ 5,000,001 | |||||||||
Threshold business days for redemption of public shares | 10 days | |||||||||
Maximum net interest to pay dissolution expenses (in Dollars) | $ | $ 100,000 | |||||||||
Deferred underwriting commission waived | 100% | |||||||||
Public price per share (in Dollars per share) | $ / shares | $ 1 | |||||||||
Number of shares non-redeemable for each investor | 760,000 | |||||||||
Net tangible assets (in Dollars) | $ | $ 5,000,001 | |||||||||
Net tangible assets for consummation of business combination eliminated (in Dollars) | $ | $ 5,000,001 | |||||||||
(in Dollars) | $ | $ 113,200,000 | |||||||||
Shares issued | 1 | |||||||||
Shareholders holding rate | 5% | |||||||||
Trading days | 20 days | |||||||||
Calendar Days Closing | 150 days | |||||||||
Federal tax percentage | 1% | |||||||||
Cash (in Dollars) | $ | $ 127,624 | $ 515,534 | $ 1,493,933 | |||||||
Holdco [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Shares issued | 36,700,000 | |||||||||
Lock-Up Agreement [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Price per share | $ / shares | $ 12 | |||||||||
U.S [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Federal tax percentage | 1% | |||||||||
Private Placement Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Sale of private placement warrants | 8,150,000 | |||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | |||||||||
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 8,150,000 | |||||||||
Over-Allotment Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Sale of private placement warrants | 275,532 | |||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | |||||||||
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 275,532 | |||||||||
Initial Public Offering [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Sale of units, net of underwriting discounts | 25,000,000 | |||||||||
Price per share | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds from issuance initial public offering (in Dollars) | $ | $ 263,776,600 | $ 250,000,000 | ||||||||
Amount placed in trust account (in Dollars) | $ | $ 263,776,600 | |||||||||
Obligation to redeem public shares | 100% | |||||||||
Redemption limit percentage without prior consent | 15% | |||||||||
Public price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Working capital (in Dollars) | $ | $ 4,808,448 | |||||||||
Initial Public Offering [Member] | Private Placement Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 8,150,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Sale of units, net of underwriting discounts | 1,377,660 | 3,750,000 | ||||||||
Price per share | $ / shares | $ 10 | |||||||||
Proceeds from issuance initial public offering (in Dollars) | $ | $ 13,776,600 | |||||||||
Underwriting option period | 45 days | |||||||||
Maximum number of units to be issued | 3,750,000 | |||||||||
Gross proceeds (in Dollars) | $ | $ 13,776,600 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Holdco Deferred Shares [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Price per share | € / shares | € 1 | |||||||||
Trading days | 30 days | |||||||||
Ordinary shares to issued | 5,422,698 | |||||||||
Class A Ordinary Shares [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10.41 | |||||||||
Shares to be issued to each investor | 138,000 | |||||||||
Aggregate shares to be issued under the agreement | 1,645,596 | |||||||||
Number of shares redeemed | 15,498,302 | |||||||||
Aggregate redemption amount (in Dollars) | $ | $ 161,300,000 | |||||||||
Common shares, shares issued | 17,473,772 | 6,594,414 | 0 | |||||||
Shares issued subject to possible redemption | 10,879,358 | |||||||||
Class A Ordinary Shares [Member] | Holdco [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Shares issued | 1 | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Number of shares converted to another class of ordinary shares | 6,594,414 | |||||||||
Common shares, shares issued | 1 | 6,594,415 | ||||||||
Shares issued | 6,594,414 | |||||||||
Officers and Directors [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Ordinary shares to issued | 34,000,000 | |||||||||
Holdco [Member] | Ordinary Shares [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Ordinary shares to issued | 6,594,415 | |||||||||
Holdco Private Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Founder shares | 8,425,532 | |||||||||
Holdco Ordinary Shares [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Ordinary shares to issued | 1,645,596 | |||||||||
Holdco Ordinary Shares [Member] | Non-Redemption Agreements [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Ordinary shares to issued | 36,700,000 | |||||||||
Business Combination [Member] | ||||||||||
Description of Organization, Business Operations and Going Concern [Line Items] | ||||||||||
Price per share | $ / shares | $ 10 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||
Redemption limit percentage without prior consent | 15% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Aug. 01, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||
Dissolution expenses | $ 100,000 | ||
Temporary equity redeemable ordinary shares (in Shares) | 9,786,497 | ||
Incurred offering costs | $ 34,696,193 | ||
Underwriting discount | 5,275,532 | ||
Underwriting expenses | 9,232,181 | ||
Offering cost | 19,381,703 | ||
Reimbursement of offering costs | 527,553 | ||
Unrecognized tax benefits | |||
Unrecognized tax benefits accrued for interest and penalties | |||
Federal Depository Insurance Coverage | $ 250,000 | ||
Forward purchase units (in Shares) | 1 | ||
Aggregate purchase price | $ 20,000,000 | ||
Forward Purchase Agreement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Forward purchase units (in Shares) | 2,000,000 | ||
Share price (in Dollars per share) | $ 10 | ||
IPO [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Incurred offering costs | $ 32,606,933 | ||
Other offering costs | 1,334,330 | ||
Public Warrants [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Incurred offering costs | $ 2,089,260 | ||
Private Placement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Purchase aggregate of shares (in Shares) | 21,614,362 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Subject to possible redemption shares, outstanding (in Shares) | 10,879,358 | 26,377,660 | |
Share price (in Dollars per share) | $ 10.41 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected in the Balance Sheets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Ordinary Shares Reflected In The Condensed Balance Sheet [Line Items] | ||
Class A ordinary shares subject to possible redemption, beginning | $ 267,375,787 | $ 263,776,600 |
Redemption of Class A common shares subject to redemption | (161,280,678) | |
Class A ordinary shares subject to possible redemption, ending | 115,881,606 | 267,375,787 |
Remeasurement of carrying value to redemption value | $ 9,786,497 | $ 3,599,187 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A [Member] | ||
Numerator: | ||
Net income | $ 3,118,794 | $ 10,619,748 |
Denominator: | ||
Weighted average shares outstanding - Basic | 22,669,740 | 26,377,660 |
Basic net income per share | $ 0.14 | $ 0.4 |
Class B [Member] | ||
Numerator: | ||
Net income | $ 529,424 | $ 2,654,937 |
Denominator: | ||
Weighted average shares outstanding - Basic | 3,848,248 | 6,594,415 |
Basic net income per share | $ 0.14 | $ 0.4 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A [Member] | ||
Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items] | ||
Weighted average shares outstanding - diluted | 22,669,740 | 26,377,660 |
Diluted net income per share | $ 0.14 | $ 0.40 |
Class B [Member] | ||
Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items] | ||
Weighted average shares outstanding - diluted | 3,848,248 | 6,594,415 |
Diluted net income per share | $ 0.14 | $ 0.40 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 17, 2021 | Nov. 02, 2021 | Dec. 31, 2023 |
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Number of units sold | 25,000,000 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds (in Dollars) | $ 250,000,000 | ||
Proceeds from issuance initial public offering (in Dollars) | $ 263,776,600 | $ 250,000,000 | |
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds (in Dollars) | $ 13,776,600 | ||
Additional shares purchased | 1,377,660 | ||
Proceeds from issuance initial public offering (in Dollars) | $ 13,776,600 | ||
Class A Ordinary Shares [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants (in Dollars per share) | $ 11.5 | ||
Public Warrants [Member] | Class A Ordinary Shares [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Number of shares issuable per warrant | 1 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Sale of warrants | $ 275,532 |
Gross proceeds | 8,150,000 |
Private Placement Warrants [Member] | Private Placement [Member] | |
Private Placement [Line Items] | |
Sale of warrants | $ 8,150,000 |
Price per share (in Dollars per share) | $ / shares | $ 1 |
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |
Private Placement [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 11.5 |
Gross proceeds | $ 8,425,532 |
Warrant exercisable purchase (in Shares) | shares | 1 |
Sponsor [Member] | Private Placement [Member] | |
Private Placement [Line Items] | |
Gross proceeds | $ 275,532 |
Sponsor [Member] | Private Placement [Member] | |
Private Placement [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 06, 2023 | Sep. 27, 2023 | Aug. 21, 2023 | Aug. 01, 2023 | Jul. 25, 2023 | Jul. 20, 2023 | Nov. 17, 2021 | Nov. 02, 2021 | Oct. 28, 2021 | Feb. 18, 2021 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2023 | Dec. 12, 2021 | Jun. 30, 2021 | |
Related Party Transactions [Line Items] | ||||||||||||||||
Extinguishment of forward purchase agreement | $ 2,168,000 | |||||||||||||||
Incurred expenses | 360,000 | $ 360,000 | ||||||||||||||
Operating costs expenses | $ 4,949,751 | 1,785,935 | ||||||||||||||
Promissory note amount | $ 200,000 | $ 250,000 | $ 50,000 | |||||||||||||
Number of shares non-redeemable for each investor (in Shares) | 760,000 | |||||||||||||||
Offering per share (in Dollars per share) | $ 1 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||||||
Sale of units, net of underwriting discounts (in Shares) | 1,377,660 | 3,750,000 | ||||||||||||||
Gross proceeds | $ 13,776,600 | |||||||||||||||
IPO [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Sale of units, net of underwriting discounts (in Shares) | 25,000,000 | |||||||||||||||
Offering per share (in Dollars per share) | $ 10 | |||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10.41 | |||||||||||||||
Number of shares issued (in Shares) | 7,500,000 | |||||||||||||||
Shares to be issued to each investor (in Shares) | 138,000 | |||||||||||||||
Aggregate shares to be issued under the agreement (in Shares) | 1,645,596 | |||||||||||||||
Forward Purchase Agreement [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||||||
Number of warrants in a unit (in Shares) | 0.5 | |||||||||||||||
Gross proceeds | $ 20,000,000 | |||||||||||||||
Maximum number of units to be sold (in Shares) | 2,000,000 | |||||||||||||||
Forward Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 0.0001 | |||||||||||||||
Sale of units, net of underwriting discounts (in Shares) | 2,000,000 | |||||||||||||||
Number of shares in a unit (in Shares) | 1 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Founder shares (in Shares) | 6,594,414 | |||||||||||||||
Sponsor [Member] | IPO [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Founder shares (in Shares) | 6,594,414 | |||||||||||||||
Non-Redemption Agreements [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Offering per share (in Dollars per share) | $ 10.39 | |||||||||||||||
Founder Shares [Member] | Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Number of anchor investors | 11 | |||||||||||||||
Fair value of shares | $ 19,391,909 | |||||||||||||||
Fair value per share (in Dollars per share) | $ 7.6 | |||||||||||||||
Excess fair value over aggregate purchase price | $ 10,206 | |||||||||||||||
Aggregate purchase price per share (in Dollars per share) | $ 0.004 | |||||||||||||||
Founder Shares [Member] | Original Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Number of anchor investors | 3 | |||||||||||||||
Share price (in Dollars per share) | $ 0.004 | |||||||||||||||
Number of shares issued (in Shares) | 1,379,850 | |||||||||||||||
Aggregate purchase price | $ 5,519 | |||||||||||||||
Founder Shares [Member] | Additional Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Number of anchor investors | 8 | |||||||||||||||
Share price (in Dollars per share) | $ 0.004 | |||||||||||||||
Number of shares issued (in Shares) | 1,171,717 | |||||||||||||||
Aggregate purchase price | $ 4,687 | |||||||||||||||
Founder Shares [Member] | IPO [Member] | Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Number of shares subject to forfeiture (in Shares) | 593,085 | 593,085 | ||||||||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Maximum ordinary shares subject to forfeiture (in Shares) | 344,415 | |||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Consideration received, shares (in Shares) | 8,625,000 | |||||||||||||||
Consideration received | $ 25,000 | |||||||||||||||
Number of shares surrendered (in Shares) | 1,437,500 | |||||||||||||||
Aggregate shares (in Shares) | 7,187,500 | |||||||||||||||
Number of shares subject to forfeiture (in Shares) | 937,500 | |||||||||||||||
Percentage of issued and outstanding shares | 20% | |||||||||||||||
Transfer period of time after business combination completion | 1 year | |||||||||||||||
Stock price (in Dollars per share) | $ 12 | |||||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Incurred expenses | $ 30,000 | |||||||||||||||
Operating costs expenses | $ 30,000 | 295,000 | ||||||||||||||
Accrued expenses - related party | 395,000 | 65,000 | ||||||||||||||
Related Party Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||||||||||||
Related Party Loans [Member] | Working Capital Loans Warrant [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | |||||||||||||||
Working Capital Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Borrowings outstanding | ||||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Principal amount | 500,000 | |||||||||||||||
Promissory note - related party | $ 500,000 |
Commitments (Details)
Commitments (Details) | 12 Months Ended | ||||||||||||
Jul. 20, 2023 USD ($) shares | Apr. 30, 2023 EUR (€) | Mar. 31, 2023 EUR (€) | Feb. 28, 2023 EUR (€) | Jan. 23, 2023 EUR (€) | Aug. 24, 2022 USD ($) | Aug. 18, 2022 EUR (€) | Nov. 17, 2021 USD ($) $ / shares shares | Nov. 02, 2021 USD ($) shares | Sep. 28, 2021 USD ($) | Sep. 22, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Aug. 01, 2023 $ / shares | |
Commitments [Line Items] | |||||||||||||
Number of demands for registration of securities | 3 | ||||||||||||
Underwriting period | 45 days | ||||||||||||
Underwriting discount per share (in Dollars per share) | $ / shares | $ 0.2 | ||||||||||||
Underwriting discount (in Dollars) | $ 5,275,532 | ||||||||||||
Additional fee per share (in Dollars per share) | $ / shares | $ 0.35 | ||||||||||||
Deferred underwriting commission (in Dollars) | $ 5,275,532 | ||||||||||||
Deferred underwriting commission waived | 100% | ||||||||||||
Payment for advisor | € 25,000 | € 25,000 | $ 158,266 | $ 369,287 | |||||||||
Advisor fee | $ 750,000 | € 50,000 | |||||||||||
Success fee | € | 600,000 | ||||||||||||
Milestone fee | € | € 50,000 | ||||||||||||
Payment for management and coordination of activities (in Dollars) | $ 25,000 | ||||||||||||
Payment for fee (in Dollars) | $ 550,000 | ||||||||||||
Business combination agreement description | On May 22, 2023, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial and market related advice customary with the consummation of a Business Combination, for the Company’s proposed Business Combination with Heramba. Pursuant to the agreement, the Company will pay an amount equal to (i) 2.0% of the enterprise value of Heramba as set forth in the Business Combination Agreement; plus (ii) 2.0% of (a) net cash remaining in the Trust Account that is actually delivered to Heramba at Closing plus (b) the net proceeds that are actually delivered to Heramba at Closing from any financing transaction by the Company or Heramba (the “Net Closing Proceeds”) up to and including $50,000,000; plus (iii) 4.0% of the amount (if any) by which the Net Closing Proceeds exceed $50,000,000 (collectively the “Transaction Fee”). In no event shall the Transaction Fee be less than $3,500,000. The Transaction Fee is due to the Third Financial Advisor only if the Business Combination is consummated, and as such is considered contingent upon the consummation of the Business Combination. | ||||||||||||
Additional cost (in Dollars) | $ 750,000 | ||||||||||||
Non-redemption shares (in Shares) | shares | 1,400,000 | ||||||||||||
Gross proceeds from the private placement percentage | 2.50% | ||||||||||||
Convertible debt securities (in Dollars) | $ 30,000,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Underwriting period | 45 days | ||||||||||||
Sale of units, net of underwriting discounts (in Shares) | shares | 1,377,660 | 3,750,000 | |||||||||||
Share price (in Dollars per share) | $ / shares | $ 10 | ||||||||||||
Gross proceeds (in Dollars) | $ 13,776,600 | ||||||||||||
IPO [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Sale of units, net of underwriting discounts (in Shares) | shares | 25,000,000 | ||||||||||||
Gross proceeds (in Dollars) | $ 263,776,600 | $ 250,000,000 | |||||||||||
Gross proceeds from the private placement percentage | 4% | ||||||||||||
Convertible debt securities (in Dollars) | $ 15,000,000 | ||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Share price (in Dollars per share) | $ / shares | $ 10.41 | ||||||||||||
Ordinary shares (in Shares) | shares | 7,500,000 | ||||||||||||
Advisors [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Payment for advisor | € | 200,000 | € 25,000 | € 25,000 | ||||||||||
Success fee | € | 450,000 | ||||||||||||
Heramba and Advisor [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Payment for advisor | € | € 25,000 | 200,000 | |||||||||||
Success fee | € | € 450,000 | ||||||||||||
Underwriting Agreement [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Deferred underwriting commission (in Dollars) | $ 9,232,181 | ||||||||||||
JP Morgan Securities LLC And BofA Securities, Inc [Member] | |||||||||||||
Commitments [Line Items] | |||||||||||||
Deferred underwriting commission waived | 100% |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants [Line Items] | ||
Event later business days | 15 days | |
Warrant price per share (in Dollars per share) | $ 18 | |
Notice of redemption | 30 days | |
Trading days | 30 days | |
Redemption period | 20 days | |
Issue price per share (in Dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 10 | |
Trading days determining volume weighted average price | 10 days | |
Issue price per share (in Dollars per share) | $ 9.2 | |
Public Warrants [Member] | ||
Warrants [Line Items] | ||
Public and private warrants (in Shares) | 13,188,830 | 13,188,830 |
Warrants expire | 5 years | |
Warrant price per share (in Dollars per share) | $ 18 | |
Price per warrant (in Dollars per share) | 0.1 | |
Issue price per share (in Dollars per share) | $ 9.2 | |
Total equity proceeds | 60% | |
Market value | 115% | |
Public Warrants [Member] | IPO [Member] | ||
Warrants [Line Items] | ||
Public and private warrants (in Shares) | 13,188,830 | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 18 | |
Trading days | 30 days | |
Redemption period | 20 days | |
Trading days determining volume weighted average price | 10 days | |
Ordinary shares per warrant (in Dollars per share) | $ 0.361 | |
Market value | 180% | |
Private Placement Warrants [Member] | ||
Warrants [Line Items] | ||
Public and private warrants (in Shares) | 8,425,532 | 8,425,532 |
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | |
Private Placement Warrants [Member] | IPO [Member] | ||
Warrants [Line Items] | ||
Public and private warrants (in Shares) | 8,425,532 | |
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 10 | |
Warrant [Member] | ||
Warrants [Line Items] | ||
Price per warrant (in Dollars per share) | 0.01 | |
Warrant [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Warrant price per share (in Dollars per share) | 18 | |
Issue price per share (in Dollars per share) | 10 | |
Redemption of Warrant Price Per Share Equals or Exceeds 1800 [Member] | ||
Warrants [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 18 | |
Redemption of Warrant Price Per Share Equals or Exceeds 1800 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Trading days | 3 days | |
Redemption of Warrant Price Per Share Equals or Exceeds 1800 [Member] | Public Warrants [Member] | ||
Warrants [Line Items] | ||
Redemption period | 30 days | |
Redemption of Warrant Price Per Share Equals or Exceeds 1800 [Member] | Public Warrants [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Line Items] | ||
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Trading days | 3 days | |
Redemption period | 30 days |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | Aug. 01, 2023 shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Shareholders’ Deficit [Line Items] | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Common shares, votes per share | 1 | ||
Shares are classified | 1 | ||
Class A Ordinary Shares [Member] | |||
Shareholders’ Deficit [Line Items] | |||
Common shares, shares authorized | 200,000,000 | 200,000,000 | |
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | 1 | ||
Common shares, shares issued | 17,473,772 | 6,594,414 | 0 |
Common shares, shares oustanding | 6,594,414 | 0 | |
Shares issued subject to possible redemption | 10,879,358 | ||
Shares outstanding subject to possible redemption | 10,879,358 | 26,377,660 | |
Percentage of aggregated shares issued | 20% | ||
Class A Ordinary Shares [Member] | Common Stock [Member] | |||
Shareholders’ Deficit [Line Items] | |||
Common shares, shares issued | 17,473,772 | 26,377,660 | |
Common shares, shares oustanding | 17,473,772 | 26,377,660 | |
Founder shares converted | 6,594,414 | ||
Class A Common Stock Subject to Redemption [Member] | |||
Shareholders’ Deficit [Line Items] | |||
Shares issued subject to possible redemption | 10,879,358 | ||
Shares outstanding subject to possible redemption | 26,377,660 | ||
Class B Ordinary Shares [Member] | |||
Shareholders’ Deficit [Line Items] | |||
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | 1 | ||
Common shares, shares issued | 1 | 6,594,415 | |
Common shares, shares oustanding | 1 | 6,594,415 | |
Shares are classified | 6,594,414 | ||
Class B Ordinary Shares [Member] | Common Stock [Member] | |||
Shareholders’ Deficit [Line Items] | |||
Shares are classified | 6,594,414 | ||
Founder shares converted | 6,594,414 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Line Items] | ||
Unrealized gain on the fair value of warrant liabilities (in Dollars) | $ (203,744) | $ (11,239,468) |
Changes in fair value of derivative liability (in Dollars) | 1,849,265 | |
Unrealized gain fair value of derivative liability (in Dollars) | $ (1,849,265) | $ 119,065 |
Private Placement Warrants [Member] | ||
Fair Value Measurements [Line Items] | ||
Fair value per warrant | $ 0.03 | $ 0.04 |
Forward Purchase Agreement [Member] | ||
Fair Value Measurements [Line Items] | ||
Unrealized gain fair value of derivative liability (in Dollars) | $ (119,065) | |
Monte Carlo Simulation Model [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Line Items] | ||
Warrant price | $ 0.03 | $ 0.04 |
Valuation Technique, Option Pricing Model [Member] | Forward Purchase Agreement [Member] | ||
Fair Value Measurements [Line Items] | ||
Forward price | $ 10 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account: | ||
Deferred offering costs | $ 17,393,949 | |
Liabilities | ||
Accrued offering costs | 17,393,949 | |
Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Investments held in Trust Account | 115,981,606 | $ 267,475,787 |
Warrant liability – Public Warrants [Member] | ||
Liabilities | ||
Warrant Liabilities | 395,665 | 527,553 |
Warrant liability – Private Placement [Member] | ||
Liabilities | ||
Warrant Liabilities | 265,166 | 337,022 |
Warrant Liabilities [Member] | ||
Liabilities | ||
Warrant Liabilities | 660,831 | 864,575 |
Derivative liability - Forward Purchase [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | 318,735 | |
Level 1 [Member] | ||
Investments held in Trust Account: | ||
Deferred offering costs | 17,393,949 | |
Liabilities | ||
Accrued offering costs | 17,393,949 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Investments held in Trust Account | 115,981,606 | 267,475,787 |
Level 1 [Member] | Warrant liability – Public Warrants [Member] | ||
Liabilities | ||
Warrant Liabilities | 395,665 | 527,553 |
Level 1 [Member] | Warrant liability – Private Placement [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Level 1 [Member] | Warrant Liabilities [Member] | ||
Liabilities | ||
Warrant Liabilities | 395,665 | 527,553 |
Level 1 [Member] | Derivative liability - Forward Purchase [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | ||
Level 2 [Member] | ||
Investments held in Trust Account: | ||
Deferred offering costs | ||
Liabilities | ||
Accrued offering costs | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Investments held in Trust Account | ||
Level 2 [Member] | Warrant liability – Public Warrants [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Level 2 [Member] | Warrant liability – Private Placement [Member] | ||
Liabilities | ||
Warrant Liabilities | 265,166 | 337,022 |
Level 2 [Member] | Warrant Liabilities [Member] | ||
Liabilities | ||
Warrant Liabilities | 265,166 | 337,022 |
Level 2 [Member] | Derivative liability - Forward Purchase [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | ||
Level 3 [Member] | ||
Investments held in Trust Account: | ||
Deferred offering costs | ||
Liabilities | ||
Accrued offering costs | ||
Level 3 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Investments held in Trust Account | ||
Level 3 [Member] | Warrant liability – Public Warrants [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Level 3 [Member] | Warrant liability – Private Placement [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Level 3 [Member] | Warrant Liabilities [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Level 3 [Member] | Derivative liability - Forward Purchase [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | $ 318,735 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Significant Inputs For the Initial Fair Value of the Public Warrants - Forward Purchase Agreement [Member] | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value of unit [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 10.82 | 10.01 |
Unit forward price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 10 | 10 |
Time to Business Combination [Memner] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 0.5 | 0.34 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 5.58 | 4.54 |
Discount factor [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 97.3 | 98.5 |
Fair value - derivative liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the forward purchase agreement | 1.084 | 0.159 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the Changes in the Fair Value of the Company's Level 3 Financial Instruments - Fair Value, Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 318,735 | $ 5,156,098 |
Unrealized gain (loss) | 1,849,265 | (4,500,341) |
Extinguishment of forward purchase agreement | (2,168,000) | |
Transfer of Private Placement Warrants to Level 2 measurement | (337,022) | |
Balance | $ 318,735 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 03, 2024 | Jan. 26, 2024 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Unsecured promissory note | $ 375,000 | |
Outstanding balance | $ 350,000 | |
Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Payment for considered contingent | $ 1,200,000 | |
Forecast [Member] | Class A Ordinary Shares [Member] | ||
Subsequent Event [Line Items] | ||
Ordinary shares (in Shares) | 250,000 |