Cover Page
Cover Page - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Registrant Name | Global Technology Acquisition Corp. I | |||
Entity Central Index Key | 0001848821 | |||
Entity File Number | 001-40948 | |||
Entity Incorporation, State or Country Code | E9 | |||
Entity Tax Identification Number | 66-0969672 | |||
Entity Address, Address Line One | CO Services Cayman Limited P.O. Box 10008 Willow House | |||
Entity Address, Address Line Two | Cricket Square | |||
Entity Address, City or Town | Grand Cayman | |||
Entity Address, Country | KY | |||
Entity Address, Postal Zip Code | KY1-1001 | |||
City Area Code | 917 | |||
Local Phone Number | 338-7786 | |||
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 | |||
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value per share | |||
Trading Symbol | GTAC | |||
Security Exchange Name | NASDAQ | |||
ICFR Auditor Attestation Flag | false | |||
Entity Public Float | $ 21,715,058 | |||
Auditor Firm ID | 688 | |||
Auditor Name | Marcum LLP | |||
Auditor Location | New York, New York | |||
Document Financial Statement Error Correction [Flag] | false | |||
Capital Units [Member] | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 0 | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share and one-half of one redeemable warrant | |||
Trading Symbol | GTACU | |||
Security Exchange Name | NASDAQ | |||
Warrant [Member] | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 9,390,616 | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |||
Trading Symbol | GTACW | |||
Security Exchange Name | NASDAQ | |||
Common Class A [Member] | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 2,171,254 | |||
Common Class B [Member] | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 3,700,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 14,000 | $ 744,000 |
Prepaid expenses | 65,000 | 167,000 |
Total current assets | 79,000 | 911,000 |
Non-current asset – Investments held in Trust Account | 22,890,000 | 206,946,000 |
Total assets | 22,969,000 | 207,857,000 |
Current liabilities: | ||
Accounts payable | 21,000 | 73,000 |
Accrued liabilities | 76,000 | 19,000 |
Notes payable to related party | 250,000 | 0 |
Total current liabilities | 347,000 | 92,000 |
Other Liabilities | ||
Warrant liabilities | 615,000 | 615,000 |
Deferred underwriting compensation | 3,675,000 | 3,675,000 |
Total liabilities | 4,637,000 | 4,382,000 |
Commitments and Contingencies (see Note 8) | ||
SHAREHOLDERS' DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (4,558,000) | (3,472,000) |
Total shareholders' deficit | (4,558,000) | (3,471,000) |
Total liabilities and shareholders' deficit | 22,969,000 | 207,857,000 |
Common Class A [Member] | ||
Other Liabilities | ||
Class A ordinary shares subject to possible redemption: 2,089,996 and 20,000,000 shares, respectively, at December 31, 2023 and 2022 (at $10.95 and $10.35 per share, respectively) | 22,890,000 | 206,946,000 |
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | 0 | 0 |
Common Class B [Member] | ||
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | $ 0 | $ 1,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 220,000,000 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,300,000 | 0 |
Common stock, shares outstanding | 1,300,000 | 0 |
Temporary Equity, Shares Outstanding | 2,089,996 | 20,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.95 | $ 10.35 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 3,700,000 | 5,000,000 |
Common stock, shares outstanding | 3,700,000 | 5,000,000 |
Statements of Income
Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,087,000 | $ 690,000 |
Loss from operations | (1,087,000) | (690,000) |
Other income (expense): | ||
Interest income on Trust Account | 3,419,000 | 2,942,000 |
Change in fair value of warrant liability | 0 | 10,455,000 |
Total other income | 3,419,000 | 13,397,000 |
Net income | $ 2,332,000 | $ 12,707,000 |
Common Class A [Member] | ||
Weighted average ordinary shares outstanding | ||
Basic | 7,332,000 | 20,000,000 |
Diluted | 7,332,000 | 20,000,000 |
Net income per ordinary share: | ||
Basic | $ 0.19 | $ 0.51 |
Diluted | $ 0.19 | $ 0.51 |
Common Class B [Member] | ||
Weighted average ordinary shares outstanding | ||
Basic | 4,861,000 | 5,000,000 |
Diluted | 4,861,000 | 5,000,000 |
Net income per ordinary share: | ||
Basic | $ 0.19 | $ 0.51 |
Diluted | $ 0.19 | $ 0.51 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2021 | $ (16,557,000) | $ 1,000 | $ 0 | $ (16,558,000) | |
Beginning balance, Shares at Dec. 31, 2021 | 5,000,000 | ||||
Remeasurement of Class A ordinary shares subject to redemption | (2,946,000) | (2,946,000) | |||
Reduction in deferred underwriters compensation | 3,325,000 | 3,325,000 | |||
Net Income (Loss) | 12,707,000 | 12,707,000 | |||
Ending balance at Dec. 31, 2022 | (3,471,000) | $ 0 | $ 1,000 | 0 | (3,472,000) |
Ending balance, Shares at Dec. 31, 2022 | 0 | 5,000,000 | |||
Conversion of Class B ordinary shares into Class A ordinary shares, Shares | 1,300,000 | (1,300,000) | |||
Conversion of Class B ordinary shares into Class A ordinary shares | $ (1,000) | 1,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (3,419,000) | (3,419,000) | |||
Net Income (Loss) | 2,332,000 | 2,332,000 | |||
Ending balance at Dec. 31, 2023 | $ (4,558,000) | $ 0 | $ 0 | $ 0 | $ (4,558,000) |
Ending balance, Shares at Dec. 31, 2023 | 1,300,000 | 3,700,000 |
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 | $ 2,332,000 | $ 12,707,000 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Income from cash and investments held in Trust Account | (3,419,000) | (2,942,000) |
Change in fair value of warrant liability | 0 | (10,455,000) |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses | 102,000 | 242,000 |
(Decrease) increase in accounts payable | (52,000) | 33,000 |
Increase (decrease) in accrued liabilities and other | 57,000 | (60,000) |
Net cash used in operating activities | (980,000) | (475,000) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account | 187,475,000 | 0 |
Net cash provided by investing activities | 187,475,000 | 0 |
Cash flows from financing activities: | ||
Redemption of 17,910,004 Class A ordinary shares | (187,475,000) | 0 |
Payment of deferred offering costs | 0 | (107,000) |
Note payable to related party | 250,000 | 0 |
Net cash used in financing activities | (187,225,000) | (107,000) |
Net change in cash | (730,000) | (582,000) |
Cash and cash equivalents at beginning of period | 744,000 | 1,326,000 |
Cash and cash equivalents at end of period | 14,000 | 744,000 |
Supplemental disclosure of non-cash financing activities: | ||
Reduction in deferred underwriting compensation | 0 | (3,325,000) |
Remeasurement of carrying value to redemption value of Class A Ordinary shares subject to redemption | $ 3,419,000 | $ 2,942,000 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) | Apr. 14, 2023 shares |
Common Class A [Member] | |
Stock Redeemed or Called During Period, Shares | 17,910,004 |
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) | $ 2,332,000 | $ 12,707,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity Including Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity Including Subsequent Event | Note 1—Description of Organization, Business Operations and Liquidity Including Subsequent Event Organization and General: Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to December 31, 2023 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (the “Private Placement”) (Note 4), net of expenses of the offering and working capital to be available to the Company as well as subsequent redemptions of shares by shareholders (see below). Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited in a trust account (the “Trust Account”) and as described further below, on April 14, 2023 a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.6% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,890,000 remained in the Trust Account as of December 31, 2023. Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters: On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 21,033,957 Ordinary Shares were present in person or by proxy (the “Voting Shareholders”), representing approximately 84.1% of the voting power of the 25,000,000 issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting at the close of business on March 7, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting. At the Extraordinary General Meeting, the Voting Shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete an initial Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the Units sold in the Public Offering, from April 25, 2023 to April 25, 2024 or to October 25, 2024 at the election of the Company in two separate three-month three-month In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.6% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. The Trust Account: The funds in the Trust Account are invested only in cash or U.S. government treasury bills with a maturity of one hundred and eighty-five Rule 2a-7 under As discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters, on April 14, 2023, the Company’s shareholders approved the Second Amended and Restated Memorandum and Articles of Association (as defined below) which provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any Class A ordinary shares included in the Units (as defined below) sold in the Public Offering (the “Public Shares”) properly submitted in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination prior to April 25, 2024 (or up to October 25, 2024 in two separate three-month three-month pre-Business Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the NASDAQ Global Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (total assets less intangible assets and liabilities) to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to the shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters. As amended, the Company will have until April 25, 2024, (or until October 25, 2024, as described above) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. Risks and Uncertainties: Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including for example between Russia and Ukraine and Israel and Gaza, including sanctions and countermeasures, on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these financial statements. Nasdaq Listing: On June 28, 2023, the Company received a written notice (the “First Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). On October 9, 2023, the Company received notice from the Nasdaq Staff notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market (the “Global Market Minimum Public Holders Rule”). On November 22, 2023, the Company issued Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of Class B Ordinary Shares. The 1,300,000 shares of Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Company’s initial public offering. For the avoidance of doubt, such Class A Ordinary Shares issued in connection with the Conversion do not have any redemption rights and are not entitled to liquidating distributions from the trust account if the Company does not consummate an initial business combination. Following the Conversion, there are shares of Class A Ordinary Shares issued and outstanding and 3,700,000 Class B Ordinary Shares issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 38.35% of the outstanding Class A Ordinary Shares. On November 24, 2023, the Company submitted its application to transfer the listing of its Class A Ordinary Shares, Units and public warrants from the Nasdaq Global Market to the Nasdaq Capital Market. On November 24, 2023, the Company submitted evidence to the Nasdaq Staff that it is in compliance (the “Plan”) with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain a Market Value of Listed Securities of at least $35 million (the “Capital Market MVLS Standard”), and Nasdaq Listing Rule 5550(a)(3), which requires the Company maintain a minimum of 300 public holders (the “Capital Market Minimum Public Holders Rule”). The Company further noted to the Nasdaq Staff that, as a result of its application to transfer the listing of its Class A Ordinary Shares, Units and public warrants from the Nasdaq Global Market to the Nasdaq Capital Market it intends to comply with the Capital Market MVLS Standard and the Capital Market Minimum Public Holders Rule instead of the Global Market Minimum Public Holders Rule and the Global Market MVLS Standard. On January 9, 2024, the Nasdaq Staff approved the Company’s application to transfer the listing of the Class A Ordinary Shares, the Units and the public warrants from the Nasdaq Global Market to the Nasdaq Capital Market. The Class A Ordinary Shares, the Units and public warrants were transferred to the Nasdaq Capital Market at the opening of business on January 16, 2024 and continue to trade under the symbols “GTAC,” “GTACU” and “GTACW,” respectively. T Liquidity and Going Concern: In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Statements-Going three-month three-month Further, as shown in the accompanying for two three-month extensions. The Company may not have sufficient funds, or funds available, at December 31, 2023 to enable it to sustain operations for a period of at least one year after the issuance date of these financial statements. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date these financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, however there is no assurance that this can be done. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars. Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 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 Net Income (Loss) per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive At December 31, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,402,000 $ 930,000 $ 10,166,000 $ 2,541,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 7,332,000 4,861,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.51 $ 0.51 Cash and Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,890,000 remained in the Trust Account as of December 31, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities, when it has them, as held-to-maturity - Held-to-maturity Held-to-maturity Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At December 31, 2023, cash and cash equivalents totaled approximately $14,000. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of i n Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of December 31, 2023, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of December 31, 2023, all of which are subject to redemption. After the conversion of 1,300,000 Class B Ordinary shares to Class A Ordinary shares, there remain 3,389,996 Class A Ordinary shares outstanding at December 31, 2023, of which are subject to redemption. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in Dollars . Shares Gross proceeds of Public Offering $ 200,000,000 20,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) — Offering costs (11,234,000 ) — Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 — Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 20,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 — Subtotal at December 31, 2022 206,946,000 20,000,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 — Class A ordinary shares subject to redemption at December 31, 2023 $ 22,890,000 2,089,996 Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company follows the asset and liability method of accounting for income taxes under 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. Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued third-party non-current net-cash Recent Accounting Pronouncements: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Public Offering | Note 3—Public Offering On October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their over-allotment one-half The Company granted the underwriters a 45-day over-allotments, over-allotment over-allotment The Company paid an underwriting discount of 2.0% of the per Unit price, $4,000,000, to the underwriters at the closing of the Public Offering and was obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial Business Combination. On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5% interest in the deferred underwriting compensation of $7,000,000. As such, in October 2022, $3,325,000 was reduced from the deferred underwriting compensation liability and from accumulated deficit. At December 31, 2023 and December 31, 2022, the amount outstanding in the Trust Account was approximately, $22,890,000 and $206,946,000, respectively. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Trust Account And Fair Value Measurement [Abstract] | |
Trust Account And Fair Value Measurement | Note 4—Trust Account and Fair Value Measurement In March 2023, the Trust Account’s investment in money market funds was transferred to cash and as such, at December 31, 2023 the proceeds of the Trust Account were invested in cash. At December 31, 2022, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described in Note 1—Description of Organization, Business Operations and Liquidity—The Trust Account above. On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Quoted Prices in Active Markets December 31, 2022 (Level 1) Assets: Money market funds $ 206,946,000 |
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 10, 2021, the Sponsor purchased 6,468,750 Class B Ordinary Shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’ over-allotment over-allotment over-allotment The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants: In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of $10,500,000), in the Private Placement which occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the holders of Public Shares and the Private Placement Warrants issued to the Sponsor will expire worthless. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” Related Party Loans: In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Initial Note”) to cover expenses related to the Public Offering. The Initial Note was non-interest Working Capital Loans: If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On June 29, 2023, the Company entered into an unsecured convertible The Note bears no interest. All unpaid principal under the Note will be payable on the earliest to occur of (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert up to an aggregate of $1,500,000 of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, and all other sums payable with regard to the Note becoming immediately due and payable. The option to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of income each reporting period until the loan is repaid or converted. As of December 31, 2023, the fair value of this conversion option was not material, and therefore the Note is held at cost of $250,000 in the Company’s balance sheet. Administrative Services Agreement: The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company charged $120,000 to operations in the year ended December 31, 2023 and 2022, under this agreement. There were approximately $30,000 and $0, respectively, included in accrued liabilities at December 31, 2023 and December 31, 2022. Effective November 27, 2022, the Board of Directors of the Company appointed its current Chief Financial Officer and Secretary (“CFO”). Prior to his appointment as CFO, the CFO served as a paid consultant to the Company. The CFO is not a full-time employee and devotes time to the Company’s affairs on a part-time basis under a consulting agreement with the Company calling for compensation of approximately $100,000 per year. An aggregate of approximately $116,000 (including a retention payment of approximately $16,000) and $ , respectively, was charged to operations for the year ended December 31, 2023 and 2022 for his services since his appointment as CFO. |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant liabilities | Note 6—Warrant liabilities At December 31, 2023 and December 31, 2022, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants. The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Section 815-40-15 fixed-for-fixed The following table presents information about the Company’s warrant liabilities that are 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. Description December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ — $ 615,000 $ — Description December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — At December 31, 2022, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 per warrant). During the year ended December 31, 2023, the trading in the Company’s warrants became less active. During 2023 (at June 30, 2023) the Company transferred the Public Warrants from Level 1 to Level 2 (significant other observable inputs) using the public trading price per warrant at December 31, 2023) as a guide. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of income. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The warrant liabilities are not subject to qualified hedge accounting. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Ordinary Shares: The authorized Ordinary Shares of the Company include 200,000,000 Class A Ordinary Shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 Ordinary Shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B Ordinary Shares. In connection with the Extension, a total of 167 Class A Ordinary Share shareholders elected to redeem an aggregate of 17,910,004 Class A Ordinary Shares, representing approximately 89.6% of the Class A Ordinary Shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. On November 22, 2023 the Company issued an aggregate of 1,300,000 shares of its Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of shares of Class B Ordinary Shares of the Company (the “Conversion”). The 1,300,000 shares of Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination and such shares are not entitled to liquidating distributions from the trust account if the Company does not consummate an initial business combination. At December 31, 2023 and 2022 there were 3,700,000 and 5,000,000, respectively, Class B Ordinary Shares issued and outstanding and 1,300,000 and 0, respectively, Class A Ordinary shares issued and Preferred Shares: The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 and December 31, 2022, there were no preferred shares issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Registration Rights: The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed in connection with the Public Offering. Deferred Underwriting Compensation: As discussed further in Note 3 - Public Offering, the Company incurred and recorded a deferred underwriting fee of $7,000,000, of which $3,325,000 has been forfeited by one underwriter. The remaining amount, $3,675,000 will be payable upon the closing of a business combination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars. |
Emerging Growth Company | Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 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 |
Net Income per Ordinary Share: | Net Income (Loss) per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive At December 31, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,402,000 $ 930,000 $ 10,166,000 $ 2,541,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 7,332,000 4,861,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.51 $ 0.51 |
Cash and Investments held in Trust Account | Cash and Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,890,000 remained in the Trust Account as of December 31, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities, when it has them, as held-to-maturity - Held-to-maturity Held-to-maturity |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At December 31, 2023, cash and cash equivalents totaled approximately $14,000. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of i n |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term |
Fair Value Measurements | Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of December 31, 2023, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities. |
Offering Costs | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of December 31, 2023, all of which are subject to redemption. After the conversion of 1,300,000 Class B Ordinary shares to Class A Ordinary shares, there remain 3,389,996 Class A Ordinary shares outstanding at December 31, 2023, of which are subject to redemption. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in Dollars . Shares Gross proceeds of Public Offering $ 200,000,000 20,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) — Offering costs (11,234,000 ) — Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 — Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 20,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 — Subtotal at December 31, 2022 206,946,000 20,000,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 — Class A ordinary shares subject to redemption at December 31, 2023 $ 22,890,000 2,089,996 |
Income Taxes | Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company follows the asset and liability method of accounting for income taxes under 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. |
Derivative Financial Instruments | Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued third-party non-current net-cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares | The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 1,402,000 $ 930,000 $ 10,166,000 $ 2,541,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 7,332,000 4,861,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.51 $ 0.51 |
Schedule Of Class A Ordinary Shares Subject To Redemption | Class A ordinary shares subject to redemption consist of: Dollars . Shares Gross proceeds of Public Offering $ 200,000,000 20,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) — Offering costs (11,234,000 ) — Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 — Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 20,000,000 Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 — Subtotal at December 31, 2022 206,946,000 20,000,000 Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 — Class A ordinary shares subject to redemption at December 31, 2023 $ 22,890,000 2,089,996 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trust Account And Fair Value Measurement [Abstract] | |
Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Quoted Prices in Active Markets December 31, 2022 (Level 1) Assets: Money market funds $ 206,946,000 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis | The following table presents information about the Company’s warrant liabilities that are 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. Description December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ — $ 615,000 $ — Description December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity Including Subsequent Event - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 22, 2023 | Jun. 28, 2023 | Apr. 14, 2023 | Oct. 25, 2021 | Oct. 25, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 24, 2023 | Apr. 21, 2023 | Oct. 21, 2021 | Jun. 30, 2021 | |
Entity incorporation, Date of incorporation | Feb. 09, 2021 | |||||||||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | ||||||||||
Term of restricted investments | 185 days | 185 days | ||||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | |||||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||||||||||
Terms of extended period within which business combination shall be consummated from the closing of initial public offering | two separate | |||||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | |||||||||||
Per Share Value Of Restricted Assets | $ 10.2 | |||||||||||
Number of days prior to consummation of business combination of amount then on deposit in the trust account determining shares redemption | 2 days | |||||||||||
Number of days prior to commencement of tender offer of amount then on deposit in the trust account determining shares redemption | 2 days | |||||||||||
Minimum net worth required for compliance | $ 5,000,001 | |||||||||||
Number of days within which the public shares shall be redeemed | 10 days | |||||||||||
Received from trust account | $ 187,475,000 | |||||||||||
Cash | $ 187,475,000 | $ 187,475,000 | ||||||||||
Cash flows from operations | $ 980,000 | $ 475,000 | ||||||||||
Remaining Amount Held In Trust Account | $ 22,890,000 | 206,946,000 | ||||||||||
Number of shares held by common shareholders | 21,033,957 | |||||||||||
Percentage Of Common Stock Voting Rights | 84.10% | |||||||||||
Common stock, shares outstanding | 25,000,000 | |||||||||||
Common stock, shares issued | 25,000,000 | |||||||||||
Number of consecutive days below the market value of listed securities threshold limit | 30 days | |||||||||||
Market value of listed securities threshold limit | $ 50,000,000 | $ 35,000,000 | ||||||||||
Cash And Cash Equivalents At Carrying Value | $ 14,000 | $ 744,000 | ||||||||||
Minimum [Member] | ||||||||||||
Business combination, Completion period, End date | Apr. 25, 2024 | |||||||||||
Maximum [Member] | ||||||||||||
Business combination, Completion period, End date | Oct. 25, 2024 | |||||||||||
Payment Made For Each Three Month Extension [Member] | ||||||||||||
Share price | $ 0.1 | |||||||||||
Reduction of restricted investments | $ 209,000 | |||||||||||
Three Month Extension [Member] | ||||||||||||
Payments to acquire restricted investments | $ 209,000 | |||||||||||
Share price | $ 0.1 | |||||||||||
Reduction of restricted investments | $ 209,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||
Debt instrument, face amount | 1,500,000 | |||||||||||
DebtInstrument Carrying Amount | $ 250,000 | |||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||||||||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | ||||||||||||
Proceeds from issuances of warrants | 10,500,000 | |||||||||||
Subsequent Event [Member] | Payment Made For Each Three Month Extension [Member] | ||||||||||||
Payments to acquire restricted investments | $ 418,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||||||||||
Number of shareholders elected to redeem | 167 | |||||||||||
Stock redeemed or called during period | 17,910,004 | |||||||||||
Percentage of common stock | 89.55% | |||||||||||
Percentage Of Common Stock Voting Rights | 89.60% | |||||||||||
Common stock, shares outstanding | 1,300,000 | 0 | ||||||||||
Common stock, shares issued | 1,300,000 | 0 | ||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||
Share price | $ 12 | |||||||||||
Common stock, shares outstanding | 3,389,996 | |||||||||||
Common stock, shares issued | 3,389,996 | |||||||||||
Stock issued during period shares conversion of units | 1,300,000 | 1,300,000 | ||||||||||
Proportion of common stock outstanding | 38.35% | |||||||||||
Common Class A [Member] | IPO [Member] | ||||||||||||
Stock issued during period, Shares | 20,000,000 | |||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||
Share price | $ 9.2 | |||||||||||
Common Class B [Member] | ||||||||||||
Common stock, shares outstanding | 3,700,000 | 5,000,000 | 5,031,250 | |||||||||
Common stock, shares issued | 3,700,000 | 5,000,000 | ||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 | ||||||||||
Common stock, shares issued | 3,700,000 | |||||||||||
Stock issued during period shares conversion of units | 1,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Basic and diluted net income per ordinary share | ||
Allocation of income – basic and diluted | $ 1,402,000 | $ 10,166,000 |
Basic weighted average ordinary shares outstanding | 7,332,000 | 20,000,000 |
Diluted weighted average ordinary shares outstanding | 7,332,000 | 20,000,000 |
Basic net income per ordinary share | $ 0.19 | $ 0.51 |
Diluted net income per ordinary share | $ 0.19 | $ 0.51 |
Common Class B [Member] | ||
Basic and diluted net income per ordinary share | ||
Allocation of income – basic and diluted | $ 930,000 | $ 2,541,000 |
Basic weighted average ordinary shares outstanding | 4,861,000 | 5,000,000 |
Diluted weighted average ordinary shares outstanding | 4,861,000 | 5,000,000 |
Basic net income per ordinary share | $ 0.19 | $ 0.51 |
Diluted net income per ordinary share | $ 0.19 | $ 0.51 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($) | 12 Months Ended | |||
Oct. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Remeasurement of carrying value to redemption value | $ 3,419,000 | $ 2,942,000 | ||
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension | $ (187,475,000) | $ 0 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds of Public Offering | $ 200,000,000 | $ 200,000,000 | ||
Public Offering (in shares) | 2,089,996 | 20,000,000 | 20,000,000 | |
Proceeds allocated to Public Warrants | $ (7,900,000) | |||
Offering costs | (11,234,000) | |||
Remeasurement of carrying value to redemption value at Public Offering date | 23,134,000 | |||
Subtotal at the date of the Public Offering | $ 206,946,000 | $ 204,000,000 | ||
Remeasurement of carrying value to redemption value | $ 3,419,000 | 2,946,000 | ||
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension | $ (187,475,000) | |||
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (in shares) | (17,910,004) | |||
Class A ordinary shares subject to redemption at December 31, 2023 | $ 22,890,000 | $ 206,946,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) (Parentheticals) | Apr. 14, 2023 shares |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Stock redeemed or called during period | 17,910,004 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||||
Nov. 22, 2023 shares | Apr. 14, 2023 USD ($) shares | Oct. 25, 2021 USD ($) shares | Dec. 31, 2023 USD ($) shares | Apr. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | |
Cash, FDIC insured amount | $ 250,000 | ||||||
Minimum net worth required for compliance | 5,000,001 | ||||||
Unrecognized tax benefits | 0 | $ 0 | |||||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | |||||
Income tax expense benefit | 0 | ||||||
Warrant liability issuance costs | $ 491,000 | ||||||
Payment of Fess To Financial advisor | 175,000 | ||||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | |||||
Term of restricted investments | 185 days | 185 days | |||||
Cash | $ 187,475,000 | $ 187,475,000 | |||||
Assets held-in-trust, noncurrent | $ 22,890,000 | 206,946,000 | |||||
Cash and cash equivalents | $ 14,000 | 744,000 | |||||
Cash [Member] | |||||||
Cash and cash equivalents | $ 744,000 | ||||||
IPO [Member] | |||||||
Total Costs Incurred In Connection With Preparation For The Initial Public Offering | $ 11,725,000 | ||||||
Offering Costs | 725,000 | ||||||
Underwriters Discount | $ 11,000,000 | ||||||
Common Class A [Member] | |||||||
Temporary Equity, Shares Outstanding | shares | 2,089,996 | 20,000,000 | 20,000,000 | ||||
Number of shareholders elected to redeem | shares | 167 | ||||||
Stock redeemed or called during period | shares | 17,910,004 | ||||||
Percentage of common stock | 89.55% | ||||||
Shares outstanding temporary and permanent | shares | 3,389,996 | ||||||
Common Class A [Member] | Sponsor [Member] | |||||||
Stock issued during period shares conversion of units | shares | 1,300,000 | 1,300,000 | |||||
Common Class A [Member] | Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 20,500,000 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Stock issued during period, Shares | shares | 20,000,000 | ||||||
Class A Ordinary shares subject to possible redemption [Member] | |||||||
Costs allocated to equity instruments | $ 11,234,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Jul. 31, 2023 | Oct. 23, 2022 | Oct. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 03, 2022 | Jun. 30, 2021 | |
Deferred underwriting compensation | $ 7,000,000 | ||||||
Percentage of deferred underwriting compensation forfeited | 47.50% | ||||||
Reduction in deferred underwriters' compensation from accumulated deficit | $ 3,325,000 | ||||||
Assets held-in-trust, noncurrent | $ 22,890,000 | $ 206,946,000 | |||||
IPO [Member] | |||||||
Percentage of the per unit price paid as underwriting discount | 2% | ||||||
Payment for underwriting expense | $ 4,000,000 | ||||||
Percentage of the per unit price payable as deferred compensation liability | 3.50% | ||||||
Deferred compensation liability, Noncurrent | $ 7,000,000 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Stock issued during period, Shares | 20,000,000 | ||||||
Common stock, Conversion basis | Each Unit consists of one of the Company’s Class A ordinary shares and one-half of one Public Warrant. | ||||||
Common Class A [Member] | IPO [Member] | Public Warrants [Member] | |||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 10 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||
Stock issued during period, Shares | 2,500,000 | ||||||
Option vesting period | 45 days | ||||||
Common stock, Shares subscribed but unissued | 2,625,000 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | Public Warrants [Member] | |||||||
Stock issued during period, Shares | 2,500,000 | ||||||
Common Class B [Member] | |||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | |||||
Number of shares surrendered and retired | 31,250 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement - Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis (Details) | Dec. 31, 2022 USD ($) |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments, Fair Value Disclosure | $ 206,946,000 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement - Additional Information (Details) | Apr. 14, 2023 USD ($) |
Trust Account And Fair Value Measurement [Line Items] | |
Received from trust account | $ 187,475,000 |
Related party transactions - Ad
Related party transactions - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2023 | Dec. 31, 2022 | Oct. 25, 2021 | Jun. 30, 2021 | Feb. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2023 | Nov. 22, 2023 | Jun. 29, 2023 | Apr. 14, 2023 | Oct. 24, 2021 | Oct. 21, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 25,000,000 | |||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 250,000 | $ 0 | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 100,000 | 9,300 | ||||||||||||
Including retention payment | 116,000 | |||||||||||||
Retention payment | 16,000 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||||
Blackout trading period after completion of business combination | 30 days | |||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maximum draw down amount | $ 300,000 | |||||||||||||
Debt Iistrument Minimum draw down amount | $ 10,000 | |||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | |||||||||||||
Debt instrument, face amount | $ 250,000 | $ 250,000 | ||||||||||||
Debt instrument conversion price per share | $ 1 | |||||||||||||
Long-term debt, gross | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Debt instrument, interest rate, effective percentage | 0% | |||||||||||||
Debt instrument, maturity date, description | (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). | |||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||||||
Long-term debt, gross | 250,000 | |||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 1 | |||||||||||||
Related party transaction fees payable per month | 10,000 | 120,000 | 120,000 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants or rights warrants issued during the period | 10,500,000 | |||||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||||||||||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to Related Parties | 0 | 30,000 | 0 | |||||||||||
Related Party [Member] | Unsecured Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 | $ 240,000 | ||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 0 | 1,300,000 | 0 | |||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ 9.2 | |||||||||||||
Exercise price of warrant | $ 11.5 | |||||||||||||
Percentage of equity proceeds from issuance | 60% | |||||||||||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price | $ 9.2 | |||||||||||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115% | |||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Target share price of warrants or rights for redemption | $ 18 | |||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Target share price of warrants or rights for redemption | 10 | |||||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | 3,389,996 | |||||||||||||
Share price | $ 12 | |||||||||||||
Threshold trading days | 20 days | |||||||||||||
Threshold consecutive trading days | 30 days | |||||||||||||
Period after initial business combination for determining share price | 150 days | |||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | ||||||||||||
Common stock, shares outstanding | 5,000,000 | 3,700,000 | 5,000,000 | 5,031,250 | ||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | |||||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||||||
Sale of stock price per share | $ 0.004 | |||||||||||||
Common stock, shares, subject to forfeiture | 843,750 | |||||||||||||
Stock surrendered during period shares | 2,156,250 | |||||||||||||
Common stock, shares outstanding | 4,312,500 | 3,700,000 | ||||||||||||
Minimum holding period for transfer, assignment or sale of Founder Shares | 1 year |
Warrant liabilities - Schedule
Warrant liabilities - Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Warrant Liabilities: | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Fair Value, Recurring [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 615,000 | $ 615,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 300,000 | 300,000 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 315,000 | 315,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 300,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 300,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 615,000 | 315,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 300,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 315,000 | 315,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 0 | $ 0 |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 20,500,000 | 20,500,000 |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 10,000,000 | 10,000,000 |
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant | $ 0.03 | $ 0.03 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 10,500,000 | 10,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 12 Months Ended | |||||||
Nov. 22, 2023 shares | Apr. 14, 2023 USD ($) shares | Dec. 31, 2023 Vote $ / shares shares | Apr. 21, 2023 USD ($) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | Oct. 21, 2021 shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 220,000,000 | |||||||
Common stock, shares issued | 25,000,000 | |||||||
Common stock, shares outstanding | 25,000,000 | |||||||
Preferred stock, par value | $ / shares | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Cash | $ | $ 187,475,000 | $ 187,475,000 | ||||||
Sponsor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding | 656,250 | |||||||
Common Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Number of votes per share | Vote | 1 | |||||||
Common stock, shares issued | 1,300,000 | 0 | ||||||
Common stock, shares outstanding | 1,300,000 | 0 | ||||||
Temporary Equity, Shares Outstanding | 2,089,996 | 20,000,000 | 20,000,000 | |||||
Number of shareholders elected to redeem | 167 | |||||||
Stock redeemed or called during period | 17,910,004 | |||||||
Percentage of common stock | 89.55% | |||||||
Common Class A [Member] | Sponsor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 3,389,996 | |||||||
Common stock, shares outstanding | 3,389,996 | |||||||
Stock Issued During Period, Shares, Conversion of Units | 1,300,000 | 1,300,000 | ||||||
Common Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Number of votes per share | Vote | 1 | |||||||
Common stock, shares issued | 3,700,000 | 5,000,000 | ||||||
Common stock, shares outstanding | 3,700,000 | 5,000,000 | 5,031,250 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 3,700,000 | |||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 | ||||||
Stock Issued During Period, Shares, Conversion of Units | 1,300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 03, 2022 |
Other Commitments [Line Items] | |||
Deferred underwriting compensation | $ 3,675,000 | $ 3,675,000 | |
Deferred underwriting fee | $ 7,000,000 | ||
Forfeited by underwriter | $ 3,325,000 |