Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Entity Registrant Name | TARGET GLOBAL ACQUISITION I CORP. | |
Entity Central Index Key | 0001847355 | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Document Annual Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41135 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | PO BOX 10176 | |
Entity Address, Address Line Two | GOVERNOR’S SQUARE | |
Entity Address, Address Line Three | 23 LIME TREE BAY AVENUE | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1002 | |
City Area Code | 345 | |
Local Phone Number | 814 5772 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | Houston, Texas | |
Entity Public Float | $ 42,174,838 | |
Document Financial Statement Error Correction [Flag] | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | TGAA | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | TGAAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | TGAAW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,281,635 | |
Common Stock [Member] | Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 4,625 | $ 394,251 |
Prepaid expenses | 25,750 | 111,739 |
Total current assets | 30,375 | 505,990 |
Investment held in Trust Account | 43,419,605 | 222,234,685 |
Total assets | 43,449,980 | 222,740,675 |
Current liabilities: | ||
Accounts payable and accrued expenses | 825,683 | 157,805 |
Due to related party | 263,951 | 127,419 |
Promissory Note—Related Party | 2,011,015 | 500,000 |
Total current liabilities | 3,100,649 | 785,224 |
Deferred underwriting commissions | 3,760,690 | 7,521,380 |
Total Liabilities | 6,861,339 | 8,306,604 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 3,934,220 and 21,489,658 shares at redemption value of $11.04 and $10.34 at December 31, 2023 and 2022, respectively | 43,419,605 | 222,234,685 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022 | 0 | 0 |
Accumulated deficit | (6,831,501) | (7,801,151) |
Total Shareholders' Deficit | (6,830,964) | (7,800,614) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | 43,449,980 | 222,740,675 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 3,934,220 and 21,489,658 shares at redemption value of $11.04 and $10.34 at December 31, 2023 and 2022, respectively | 43,419,605 | 222,234,685 |
Shareholders' Deficit | ||
Common stock value | 535 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 2 | $ 537 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares outstanding | 5,347,415 | 0 |
Temporary Equity Shares,Per share price | $ 11.04 | $ 10.34 |
Temporary Equity Shares, Outstanding | 3,934,220 | 21,489,658 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 25,000 | 5,372,415 |
Common stock shares outstanding | 25,000 | 5,372,415 |
Class A ordinary shares subject to redemption [Member] | ||
Temporary Equity Shares, Outstanding | 3,934,220 | 21,489,658 |
Statements Of Operations
Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 2,161,025 | $ 1,097,439 |
Loss from operations | (2,161,025) | (1,097,439) |
Other income: | ||
Interest income on investment held in Trust Account | 5,719,743 | 3,030,633 |
Change in fair value of overallotment liability | 0 | 30,207 |
Total other income, net | 5,719,743 | 3,060,840 |
Net income | $ 3,558,718 | $ 1,963,401 |
Common Class A [Member] | ||
Other income: | ||
Basic weighted average shares outstanding | 11,827,287 | 21,489,658 |
Diluted weighted average shares outstanding | 11,827,287 | 21,489,658 |
Basic net income per share | $ 0.21 | $ 0.07 |
Diluted net income per share | $ 0.21 | $ 0.07 |
Class B Non-Redeemable Ordinary Shares [Member] | ||
Other income: | ||
Basic weighted average shares outstanding | 5,372,415 | 5,372,415 |
Diluted weighted average shares outstanding | 5,372,415 | 5,372,415 |
Basic net income per share | $ 0.21 | $ 0.07 |
Diluted net income per share | $ 0.21 | $ 0.07 |
Statements Of Changes In Shareh
Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Class A ordinary shares subject to redemption [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ (6,723,842) | $ 0 | $ 537 | $ 0 | $ (6,724,379) |
Beginning Balance ,Shares at Dec. 31, 2021 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (3,040,173) | (3,040,173) | |||
Net income | 1,963,401 | 1,963,401 | |||
Ending Balance at Dec. 31, 2022 | (7,800,614) | $ 0 | $ 537 | (7,801,151) | |
Ending Balance , Shares at Dec. 31, 2022 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (6,349,758) | (6,349,758) | |||
Partial waiver of deferred underwriters' discount | 3,760,690 | 3,760,690 | |||
Conversion of Class B Common Stock to Class A Common Stock, Shares | 5,347,415 | (5,347,415) | |||
Conversion of Class B Common Stock to Class A Common Stock | $ 535 | $ (535) | |||
Net income | 3,558,718 | 3,558,718 | |||
Ending Balance at Dec. 31, 2023 | $ (6,830,964) | $ 535 | $ 2 | $ 0 | $ (6,831,501) |
Ending Balance , Shares at Dec. 31, 2023 | 5,347,415 | 25,000 |
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 | $ 3,558,718 | $ 1,963,401 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (5,719,743) | (3,030,633) |
Change in fair value of overallotment liability | 0 | (30,207) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 85,989 | 252,712 |
Accounts payable and accrued expenses | 667,878 | (344,940) |
Due to related party | 136,532 | 120,000 |
Net cash used in operating activities | (1,270,626) | (1,069,667) |
Cash flows from investing activity: | ||
Extension contributions in Trust Account | (630,015) | 0 |
Cash withdrawn from Trust Account in connection with redemption | 185,164,838 | 0 |
Net cash provided by investing activity | 184,534,823 | 0 |
Cash flow from a financing activities: | ||
Proceeds from the promissory note—related party | 1,511,015 | 457,844 |
Payment of redemptions | (185,164,838) | 0 |
Net cash (used in) provided by financing activities | (183,653,823) | 457,844 |
Net change in cash | (389,626) | (611,823) |
Cash, beginning of the period | 394,251 | 1,006,074 |
Cash, end of the period | 4,625 | 394,251 |
Supplemental disclosure of cash flow information: | ||
Remeasurement of Class A ordinary shares subject to possible redemption value | 6,349,758 | 3,040,173 |
Impact of the waiver of deferred underwriters' discount | $ 3,760,690 | $ 0 |
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) | $ 3,558,718 | $ 1,963,401 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 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 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Target Global Acquisition I Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering described below. 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 The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and one-third Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. In connection with the IPO, the underwriters were granted a 45-day The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commission and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on December 13, 2021, and the exercise of the underwriter’s Over-Allotment Option on December 29, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a Trust Account (the “Trust Account”). On November 24, 2023, we instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Business Combination or the liquidation of our Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within the deadline prescribed in the Company’s amended and restated memorandum and articles of association (the “Articles”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the deadline prescribed in the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $ 11.20 In connection with the Company’s IPO, the Sponsor, officers and directors of the Company entered into a letter agreement with the Company in which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholder in accordance with the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Extensions of Business Combination Deadline The Company initially had 18 months from the closing of the IPO, until June 13, 2023 (or up to 24 months from the closing of our IPO if we extended the period of time to consummate a Business Combination, subject to our Sponsor depositing additional funds in our Trust Account) to complete an initial Business Combination. On June 2, 2023, the Company amended its Articles to extend the date by which it has to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such extension, the Company also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s revised Articles. On December 15, 2023, the Company amended its Articles once again to extend the Termination Date from January 13, 2024 to May 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such Second Extension, the Company entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s revised Articles. Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had cash outside the Trust Account of $4,625, available for working capital needs, and working deficit of $3,070,274. Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company’s liquidity needs up to December 31, 2023 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5 of the Financial Statements) for the Founder Shares to cover certain offering costs and the borrowings under certain unsecured promissory notes from the Sponsor of up to $950,000 (see Note 5 of the Financial Statements). As of December 31, 2023, the amounts under these notes were fully drawn and outstanding. In addition, our Sponsor deposited $630,015 into the Trust Account in connection with our Second Extension. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5 of the Financial Statements). As of December 31, 2023, there were no amounts outstanding under any Working Capital Loans. If the Company is unable to complete a business combination within the deadline prescribed in the Company’s Articles, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 its income taxes (less up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, Risks and Uncertainties and Factors That May Adversely Affect our Results of Operations Management is currently evaluating the impact of the current global economic uncertainty including as a result of high inflation, rising interest rates, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Significant Accounting Policies | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 significantly from those estimates. Trust Account At of the date hereof, the assets held in the Trust Account were held in cash in an interest bearing demands deposit account. As of December 31, 2022, the assets held in the Trust Account were held in treasury funds. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $4,625 and $394,251 in cash and no cash equivalents as of December 31, 2023 and 2022, respectively. Investment Held in Trust Account As of December 31, 2023, and 2022, the Company had $43,419,605 and $222,234,685 in the Trust Account, respectively. As of December 31, 2023, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account. As of December 31, 2022, the assets held in the Trust Account were held in United States Treasury securities. Investments held in an interest-bearing demand deposit account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Investments held in United States Treasury securities were classified as held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 and 2022 are as follows: Carrying Value as of 2023 Gross Gross Fair Value as of 2023 Demand Deposit Account $ 43,419,605 $ — $ — $ 43,419,605 Carrying Value as of 2022 Gross Gross Fair Value as of 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 3,934,220 and 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of December 31, 2023 and 2022, respectively. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC-480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 219,194,512 Plus: Remeasurement of carrying value to redemption value 3,040,173 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (185,164,838 ) Plus: Remeasurement of carrying value to redemption value 6,349,758 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 43,419,605 Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC-340-10-S99-1 Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs. On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. The remaining balance of $3,760,690 owing to UBS, the second underwriter, will be due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, unless UBS expressly waives such commission, subject to the terms of the underwriting agreement. The impact of the partial waiver of the deferred underwriters’ fee was reflected in the Company’s statement of shareholders’ deficit for the current period. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The basic and diluted income per ordinary share is calculated as follows: Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,455,515 $ 1,103,203 $ 1,570,721 $ 392,680 Denominator: Basic and diluted weighted average shares outstanding 11,827,287 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.07 $ 0.07 Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in the Trust Account. On November 24, 2023, we instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Business Combination or the liquidation of our Company. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Warrants [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or $10,595,863 in the aggregate, in a private placement. The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Company does not complete the initial Business Combination within the deadline prescribed by the Company’s Articles, the Private Placement 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 8, 2021, an affiliate of the Sponsor paid $25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On December 29, 2021, 377,585 Founder Shares were forfeited as a result of underwriter’s partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option expired. As a result, the Founder Shares are no longer subject to forfeiture. Prior to the completion of the IPO, the Sponsor transferred 300,000 of Founder Shares to some of the Company’s directors and executives in recognition of and compensation for their future services to the Company. On July 11, 2023, the Company issued an aggregate of 275,000 Class A ordinary shares to certain of the Company’s directors and executives upon the conversion of an equal number of Founder Shares held by such directors and executives. On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and a director of the Company (the “Director”), the Sponsor assigned and transferred to the Director 25,000 of the Company’s Class A ordinary shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Founder Shares. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 300,000 shares granted to the Company’s directors, and executives was $1,926,000 or $6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2023 and 2022, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized. The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares: • 50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of the initial Business combination; • 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day • 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $13.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 Promissory Note — Related Party On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. Any loans under the promissory note are non-interest In addition, the Company and the Sponsor entered into the following promissory notes: • On November 11, 2022, the Sponsor agreed, under a separate promissory note, to loan the Company up to $500,000. This note is not interest bearing and it has to be repaid the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of December 31, 2023. • On June 27, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2023. • On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2023. • On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $250,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2023. • On December 15, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $1,000,000. This note is not interest bearing and it has to be repaid on or before December 31, 2025. This facility was partially drawn and $ 431,000 Contribution Notes In connection with the amendment of our Articles of June 2, 2023, the Contributor agreed to deposit into the Trust Account the June 2023 EGM Contributions for the maximum aggregate amount of $810,000. The June 2023 EGM Contributions are evidenced by the June 2023 EGM Contribution Note and will be repayable by the Company upon consummation of a Business Combination. As of December 31, 2023, an amount of $630,015 was drawn and contributed to the Trust Account and was outstanding under the June 2023 EGM Contribution Note. The June 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the June 2023 EGM Contribution Note does not meet the definition of a derivative instrument. In connection with the Second Extension, the Contributor agreed to deposit into the Trust Account the December 2023 EGM Contributions for the maximum aggregate amount of $975,000. The December 2023 EGM Contributions are evidenced by the December 2023 EGM Contribution Note and will be repayable by the Company upon consummation of a Business Combination. As of December 31, 2023, no amount was drawn and contributed to the Trust Account and was outstanding under the December 2023 EGM Contribution Note. The December 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the December 2023 EGM Contribution Note does not meet the definition of a derivative instrument. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) on a non-interest basis. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Fee The Company pays Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2023 and 2022, the Company had accrued $247,419 and $127,419, respectively, in due to related party for the administrative support services. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option. The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,521,480, in the aggregate, was originally payable to our underwriters for deferred underwriting commission. On January 10, 2023, BofA executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. f $ emains due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Service Provider Fees As of December 31, 2023, the Company had accrued unbilled fees and costs for legal services totaling $694,590. In addition, there were contingent deferred legal fees of $770,000.00 related to the Company’s IPO, which fees will become payable only upon the successful completion of the SPAC’s initial business combination. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares On July 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares to the Sponsor and certain directors and officers of the Company (each, a “Holder”, together the “Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares held by the Holders. The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Company’s Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders. On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and the Director, the Sponsor assigned and transferred to the Director 25,000 of our Class A ordinary shares in exchange for the simultaneous transfer and assignment to our Sponsor by the Director of 25,000 Class B ordinary shares of the Company. As of December 31, 2023, there were 5,347,415 Class A ordinary shares outstanding (of which 3,934,220 Class A ordinary shares subject to possible redemption). Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, than one-for-one Warrants The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of 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 covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit. The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of public warrants Once the warrants become exercisable, the Company may redeem the public warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the deadline prescribed in the Company’s Articles and the Company liquidates the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such public warrants. Accordingly, the public warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of 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 IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable 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, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable and(z) the As of November 2, 2023, the Company accounted for 14,191,092 warrants (including 7,127,183 Public Warrants and 7,063,909 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Demand Deposit Account $ 43,419,605 $ 43,419,605 $ — $ — $ 43,419,605 $ 43,419,605 $ — $ — December 31, Quoted Significant Significant U.S. Treasury Securities Fund $ 222,234,685 $ 222,234,685 $ — $ — $ 222,234,685 $ 222,234,685 $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 9, 2024, the Sponsor agreed, under a promissory note, to loan the Company an amount of $250,000. This note is not interest bearing and it has to be repaid on the earlier of (i) December 31, 2024 and (ii) the date on which the Company consummates its initial business combination. On January 9, 2024, the Sponsor agreed, under an additional promissory note, to loan the Company an additional an amount of $345,000. This note is not interest bearing and it has to be repaid on the date on which the Comp any On January 11, 2024, in connection with the Second Extension, the Sponsor |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 significantly from those estimates. |
Trust Account | Trust Account At of the date hereof, the assets held in the Trust Account were held in cash in an interest bearing demands deposit account. As of December 31, 2022, the assets held in the Trust Account were held in treasury funds. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $4,625 and $394,251 in cash and no cash equivalents as of December 31, 2023 and 2022, respectively. |
Investment Held in Trust Account | Investment Held in Trust Account As of December 31, 2023, and 2022, the Company had $43,419,605 and $222,234,685 in the Trust Account, respectively. As of December 31, 2023, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account. As of December 31, 2022, the assets held in the Trust Account were held in United States Treasury securities. Investments held in an interest-bearing demand deposit account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Investments held in United States Treasury securities were classified as held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 and 2022 are as follows: Carrying Value as of 2023 Gross Gross Fair Value as of 2023 Demand Deposit Account $ 43,419,605 $ — $ — $ 43,419,605 Carrying Value as of 2022 Gross Gross Fair Value as of 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 3,934,220 and 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of December 31, 2023 and 2022, respectively. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC-480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 219,194,512 Plus: Remeasurement of carrying value to redemption value 3,040,173 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (185,164,838 ) Plus: Remeasurement of carrying value to redemption value 6,349,758 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 43,419,605 |
Offering Costs Associated With The Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC-340-10-S99-1 Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs. On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. The remaining balance of $3,760,690 owing to UBS, the second underwriter, will be due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, unless UBS expressly waives such commission, subject to the terms of the underwriting agreement. The impact of the partial waiver of the deferred underwriters’ fee was reflected in the Company’s statement of shareholders’ deficit for the current period. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The basic and diluted income per ordinary share is calculated as follows: Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,455,515 $ 1,103,203 $ 1,570,721 $ 392,680 Denominator: Basic and diluted weighted average shares outstanding 11,827,287 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.07 $ 0.07 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Debt Securities, Held-to-maturity | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 and 2022 are as follows: Carrying Value as of 2023 Gross Gross Fair Value as of 2023 Demand Deposit Account $ 43,419,605 $ — $ — $ 43,419,605 Carrying Value as of 2022 Gross Gross Fair Value as of 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 |
Temporary Equity | As of December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 219,194,512 Plus: Remeasurement of carrying value to redemption value 3,040,173 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (185,164,838 ) Plus: Remeasurement of carrying value to redemption value 6,349,758 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 43,419,605 |
Schedule of Earnings Per Share, Basic and Diluted | The basic and diluted income per ordinary share is calculated as follows: Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,455,515 $ 1,103,203 $ 1,570,721 $ 392,680 Denominator: Basic and diluted weighted average shares outstanding 11,827,287 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.07 $ 0.07 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis | The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Demand Deposit Account $ 43,419,605 $ 43,419,605 $ — $ — $ 43,419,605 $ 43,419,605 $ — $ — December 31, Quoted Significant Significant U.S. Treasury Securities Fund $ 222,234,685 $ 222,234,685 $ — $ — $ 222,234,685 $ 222,234,685 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Nov. 02, 2023 | Dec. 29, 2021 | Dec. 13, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Entity Incorporation, Date of Incorporation | Feb. 02, 2021 | ||||
Shares Issued, Price Per Share | $ 10.2 | $ 10 | |||
Class of warrants and rights issued during the period | 14,191,092 | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80% | ||||
Proceeds from issuance initial public offering | $ 219,194,512 | ||||
Cash Outside The Trust Account | $ 4,625 | ||||
Working capital (deficit) | 3,070,274 | ||||
Proceeds from Issuance of Common Stock | $ 14,896,580 | ||||
Proceeds from unsecured and non-interest bearing promissory note | 950,000 | ||||
Redeemable percentage of outstanding public shares | 100% | ||||
Payment to acquire restricted investments | 630,015 | $ 0 | |||
Income income on trust account set aside to pay dissolution expenses | $ 100,000 | ||||
Extended period on or before which business combination shall be consummated | 24 months | ||||
Business Combination [Member] | |||||
Equity method investment ownership percentage | 50% | ||||
Sponsor [Member] | |||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||
Public Warrants [Member] | |||||
Class of warrants and rights issued during the period | 7,127,183 | ||||
Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 7,063,909 | ||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | ||||
Class of warrants and rights issued during the period | 6,666,667 | ||||
Class of warrants and rights issued price per warrant | $ 1.5 | ||||
Proceeds from issuance of private placement | $ 10,595,863 | ||||
IPO [Member] | |||||
Deferred underwriting Discount | 7,521,380 | ||||
Over-Allotment Option [Member] | |||||
Shares Issued, Price Per Share | $ 10 | ||||
Deferred underwriting Discount | $ 3,000,000 | ||||
Proceeds from issuance initial public offering | $ 219,194,512 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 1,489,658 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 397,242 | ||||
Class of warrants and rights issued price per warrant | $ 1.5 | ||||
Proceeds from issuance of private placement | $ 595,863 | ||||
Common Class A [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Class A [Member] | Public Warrants [Member] | |||||
Stock Conversion Basis | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant | ||||
Common Class A [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrants and rights issued during the period | 7,063,909 | ||||
Common Class A [Member] | IPO [Member] | |||||
Stock shares issued during the period shares | 20,000,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Federal depository insurance coverage | 250,000 | ||
Cash | 4,625 | 394,251 | |
Assets held in trust non current | 43,419,605 | $ 222,234,685 | |
Bank of America [Member] | Underwriting Agreement [Member] | |||
Payment of deferred fee | $ 3,760,690 | ||
UBS [Member] | Underwriting Agreement [Member] | |||
Payable from held in the Trust | $ 3,760,690 | ||
IPO [Member] | |||
Stock ìssuance costs | 12,964,576 | ||
Payments for Underwriting Expense | 4,297,932 | ||
Deferred underwriting Discount | 7,521,380 | ||
Other Offering Costs | $ 1,145,264 | ||
Common Class A [Member] | |||
Temporary equity, shares outstanding | 3,934,220 | 21,489,658 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary Of Held To Maturity Securities (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Demand Deposits Account [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Value | $ 43,419,605 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 43,419,605 | |
US Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Value | $ 222,234,685 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 222,234,685 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary Of Temporary Equity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 222,234,685 | |
Redemptions | (185,164,838) | |
Remeasurement of carrying value to redemption value | 6,349,758 | $ 3,040,173 |
Class A ordinary shares subject to possible redemption | 43,419,605 | 222,234,685 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | 222,234,685 | 219,194,512 |
Class A ordinary shares subject to possible redemption | $ 43,419,605 | $ 222,234,685 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Allocation of net income, as adjusted | $ 3,558,718 | $ 1,963,401 |
Common Class A [Member] | ||
Denominator | ||
Weighted average number of shares outstanding, Basic | 11,827,287 | 21,489,658 |
Weighted average number of shares outstanding, Diluted | 11,827,287 | 21,489,658 |
Basic net income per ordinary shares | $ 0.21 | $ 0.07 |
Diluted net income per ordinary shares | $ 0.21 | $ 0.07 |
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | ||
Numerator | ||
Allocation of net income, as adjusted | $ 2,455,515 | $ 1,570,721 |
Denominator | ||
Weighted average number of shares outstanding, Basic | 11,827,287 | 21,489,658 |
Weighted average number of shares outstanding, Diluted | 11,827,287 | 21,489,658 |
Basic net income per ordinary shares | $ 0.21 | $ 0.07 |
Diluted net income per ordinary shares | $ 0.21 | $ 0.07 |
Common Class B [Member] | Common Stock Subject To Possible Redemption [Member] | ||
Numerator | ||
Allocation of net income, as adjusted | $ 1,103,203 | $ 392,680 |
Denominator | ||
Weighted average number of shares outstanding, Basic | 5,372,415 | 5,372,415 |
Weighted average number of shares outstanding, Diluted | 5,372,415 | 5,372,415 |
Basic net income per ordinary shares | $ 0.21 | $ 0.07 |
Diluted net income per ordinary shares | $ 0.21 | $ 0.07 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Dec. 31, 2023 |
Shares Issued, Price Per Share | $ 10.2 | $ 10 |
Proceeds From Issuance Of IPO | $ 219,194,512 | |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 |
Common Class A [Member] | IPO [Member] | ||
Stock shares issued during the period shares | 20,000,000 | |
Shares Issued, Price Per Share | $ 10 | |
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. | |
Common Class A [Member] | IPO [Member] | Maximum [Member] | ||
Shares Issued, Price Per Share | $ 10.2 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 02, 2023 | Dec. 13, 2021 | Dec. 31, 2023 |
Class of warrants and rights issued during the period | 14,191,092 | ||
Private Placement Warrants [Member] | |||
Class of warrants and rights issued during the period | 7,063,909 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrants and rights issued during the period | 6,666,667 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | ||
Class of warrants and rights issued price per warrant | $ 1.5 | ||
Proceeds from issuance of private placement | $ 10,595,863 | ||
Common Class A [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | |
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrants and rights issued during the period | 7,063,909 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 11 Months Ended | 12 Months Ended | |||||||||||||
Dec. 15, 2023 USD ($) | Nov. 29, 2023 shares | Aug. 17, 2023 USD ($) | Jul. 11, 2023 shares | Jun. 27, 2023 USD ($) | Dec. 29, 2021 USD ($) $ / shares shares | Dec. 13, 2021 $ / shares | Dec. 12, 2021 USD ($) $ / shares shares | Nov. 08, 2021 shares | Feb. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 11, 2022 USD ($) | Feb. 19, 2021 USD ($) | |
Proceeds from Issuance of Common Stock | $ 14,896,580 | ||||||||||||||
Percenatge of shares issuable upon conversion | 50 | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||||||||||||
Offering proceeds allocated to offering expenses | $ 1,000,000 | ||||||||||||||
Due to related party | $ 263,951 | $ 127,419 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10.2 | $ 10 | |||||||||||||
Payment to acquire restricted investments | $ 630,015 | 0 | |||||||||||||
Working Capital Loan [Member] | |||||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | ||||||||||||||
Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | |||||||||||||||
Percenatge of shares issuable upon conversion | 25 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | ||||||||||||||
Share Price Equals Or Exceeds Thirteen Per Usd [Member] | |||||||||||||||
Percenatge of shares issuable upon conversion | 25 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 13 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||||||||||
Sponsor [Member] | Promissory Note One [Member] | |||||||||||||||
Debt face value | $ 500,000 | ||||||||||||||
Long-Term Debt, Gross | 500,000 | ||||||||||||||
Sponsor [Member] | Promissory Note Two [Member] | |||||||||||||||
Debt face value | $ 100,000 | ||||||||||||||
Long-Term Debt, Gross | 100,000 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||||
Sponsor [Member] | Promissory Note Three [Member] | |||||||||||||||
Debt face value | $ 100,000 | ||||||||||||||
Long-Term Debt, Gross | 100,000 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||||
Sponsor [Member] | Promissory Note Four [Member] | |||||||||||||||
Debt face value | $ 250,000 | ||||||||||||||
Long-Term Debt, Gross | 250,000 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||||
Sponsor [Member] | Promissory Note Five [Member] | |||||||||||||||
Debt face value | $ 1,000,000 | ||||||||||||||
Notes payable, current | $ 431,000 | ||||||||||||||
Long-Term Debt, Gross | 1,000,000 | ||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 11.5 | ||||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | 1.5 | ||||||||||||||
Contributor [Member] | June 2023 EGM Contributions Note [Member] | |||||||||||||||
Maximum aggregate contribution to the trust account | 810,000 | ||||||||||||||
Payment to acquire restricted investments | $ 630,015 | ||||||||||||||
Contributor [Member] | December 2023 EGM Contribution Note [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | ||||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||||
Maximum aggregate contribution to the trust account | $ 975,000 | ||||||||||||||
Payment to acquire restricted investments | $ 0 | ||||||||||||||
Contributor [Member] | Private Placement Warrants [Member] | June 2023 EGM Contributions Note [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | ||||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||||
Related Party [Member] | |||||||||||||||
Due to related party | $ 247,419 | $ 127,419 | |||||||||||||
Related Party [Member] | Administrative Service Fee [Member] | |||||||||||||||
Expenses from Transactions with Related Party | $ 10,000 | ||||||||||||||
Founder shares [Member] | Over-Allotment Option [Member] | |||||||||||||||
Common shares subject to forfeiture | shares | 377,585 | ||||||||||||||
Founder shares [Member] | Sponsor [Member] | |||||||||||||||
Stock issued during period, shares, exchange of existing shares | shares | 25,000 | ||||||||||||||
Founder shares [Member] | Sponsor [Member] | Directors And Executives [Member] | |||||||||||||||
Shares issued, Shares, Share based Payment Arrangement | shares | 300,000 | ||||||||||||||
Shares issued, Value, Share based Payment Arrangement | $ 1,926,000 | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 6.42 | ||||||||||||||
Share based payment arrangement, Expense | $ 0 | ||||||||||||||
Common Class B [Member] | |||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock shares outstanding | shares | 25,000 | 5,372,415 | |||||||||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | |||||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | ||||||||||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Thirteen Per Usd [Member] | |||||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | ||||||||||||||
Common Class B [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||||
Stock redeemed or called during period, shares | shares | 1,437,500 | ||||||||||||||
Common stock shares outstanding | shares | 7,187,500 | 7,187,500 | |||||||||||||
Common Class B [Member] | Maximum [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||||||||
Common stock shares outstanding | shares | 5,750,000 | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock shares outstanding | shares | 5,347,415 | 0 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||
Common Class A [Member] | Director [Member] | |||||||||||||||
Stock issued during period, shares, exchange of existing shares | shares | 25,000 | ||||||||||||||
Common Class A [Member] | Directors And Executives [Member] | |||||||||||||||
Class A ordinary shares to certain of the Company's directors and executives | shares | 275,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 29, 2021 | Dec. 31, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Deferred underwriting commissions | $ 3,760,690 | $ 7,521,380 | ||
Underwriting Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional units that can be purchased to cover over-allotments (in shares) | 3,000,000 | |||
Additional units that can be purchased to cover over-allotments Value | $ 120,000 | |||
Underwriting commission per unit paid | $ 0.2 | |||
Payment of underwriting commission | $ 4,000,000 | |||
Deferred underwriting commissions | 7,521,480 | |||
Underwriting Agreement [Member] | Bank of America [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Payment of deferred fee | $ 3,760,690 | |||
Underwriting Agreement [Member] | UBS [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Payable from held in the Trust | $ 3,760,690 | |||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Stock issued during period, Shares | 1,489,658 | |||
Service Provider Agreement [Member] | Accounts Payable And Accrued Liabilities Current [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Accrued unbilled fees and costs payable | 694,590 | |||
Service Provider Agreement [Member] | Deferred Legal Fees Payable [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Other commitement | $ 770,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |||||
Nov. 29, 2023 | Nov. 02, 2023 | Jul. 11, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 13, 2021 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Class of warrants and rights issued during the period | 14,191,092 | |||||
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||||||
Threshold issue price for capital raising purpose in connection with closing of business combination | $ 9.2 | |||||
Public Warrants [Member] | ||||||
Class of warrants redemption price per unit | $ 0.01 | |||||
Class of warrants and rights issued during the period | 7,127,183 | |||||
Private Placement Warrants [Member] | ||||||
Lock in period of warrants For transferable assignable Or salable after the completion of business combination | 30 days | |||||
Class of warrants and rights issued during the period | 7,063,909 | |||||
Common Class A [Member] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock shares outstanding | 5,347,415 | 0 | ||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||||
Share price | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining share price | 30 days | |||||
Temporary Equity Shares, Outstanding | 3,934,220 | 21,489,658 | ||||
Common Class A [Member] | Common Stock [Member] | ||||||
Common stock shares outstanding | 5,347,415 | |||||
Common Class A [Member] | Holders [Member] | ||||||
Stock shares issued during the period shares | 5,347,415 | |||||
Common Class A [Member] | Securities Exchange Agreement [Member] | Director [Member] | Sponsor [Member] | ||||||
Interse transfer of shares | 25,000 | |||||
Common Class A [Member] | Securities Exchange Agreement [Member] | Sponsor [Member] | Director [Member] | ||||||
Interse transfer of shares | 25,000 | |||||
Common Class A [Member] | Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||||||
Share price | $ 18 | |||||
Percentage of gross proceeds on total equity proceeds | 60% | |||||
Threshold trading days to determine the volume weighted average trading price | 20 days | |||||
Volume weighted average price per share | $ 9.2 | |||||
Adjusted exercise price of warrants percentage | 115% | |||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | |||||
Common Class B [Member] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock shares outstanding | 25,000 | 5,372,415 | ||||
Common Class B [Member] | Conversion of Class B to Class A Common Stock [Member] | ||||||
Number of ordinary shares issuable upon conversion of all founder shares aggregate percentage of the total number of ordinary shares outstanding after conversion | 20% | |||||
Class A ordinary shares subject to redemption [Member] | ||||||
Temporary Equity Shares, Outstanding | 3,934,220 | 21,489,658 | ||||
Class A ordinary shares subject to redemption [Member] | Common Stock [Member] | ||||||
Temporary Equity Shares, Outstanding | 3,934,220 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 43,419,605 | $ 222,234,685 |
U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 222,234,685 | |
Demand Deposits Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 43,419,605 | |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 43,419,605 | 222,234,685 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 222,234,685 | |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Demand Deposits Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 43,419,605 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Demand Deposits Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 | |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Demand Deposits Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 11, 2024 | Jan. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Proceeds from related party debt | $ 1,511,015 | $ 457,844 | ||
Payment to acquire restricted assets | $ 630,015 | $ 0 | ||
Subsequent Event [Member] | Sponsor [Member] | Promissory Note January Two Thousand And Twenty Four [Member] | ||||
Debt instrument face value | $ 250,000 | |||
Debt instrument date of maturity | Dec. 31, 2024 | |||
Subsequent Event [Member] | Sponsor [Member] | Additional Promissory Note Promissory Note January Two Thousand And Twenty Four [Member] | ||||
Debt instrument face value | $ 345,000 | |||
Proceeds from related party debt | $ 345,000 | |||
Payment to acquire restricted assets | $ 345,000 |