Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40948 | |
Entity Registrant Name | GLOBAL TECHNOLOGY ACQUISITION CORP. I | |
Entity Central Index Key | 0001848821 | |
Entity Tax Identification Number | 66-0969672 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 195 US Hwy 50 | |
Entity Address, Address Line Two | Suite 309 | |
Entity Address, City or Town | Zephyr Cove | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89488 | |
City Area Code | 307 | |
Local Phone Number | 203-7980 | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Warrant [Member] | ||
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 | |
Capital Units [Member] | ||
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 | |
Common Class A [Member] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | GTAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,389,996 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 3,700,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 94,000 | $ 14,000 |
Prepaid expenses | 73,000 | 65,000 |
Total current assets | 167,000 | 79,000 |
Non-current asset – Cash held in Trust Account | 23,151,000 | 22,890,000 |
Total assets | 23,318,000 | 22,969,000 |
Current liabilities: | ||
Accounts payable | 50,000 | 21,000 |
Accrued liabilities | 121,000 | 76,000 |
Notes payable to related party | 525,000 | 250,000 |
Total current liabilities | 696,000 | 347,000 |
Other liabilities: | ||
Warrant liabilities | 615,000 | 615,000 |
Deferred underwriting compensation | 3,675,000 | 3,675,000 |
Total liabilities | 4,986,000 | 4,637,000 |
Commitments and Contingencies (see Note 8) | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | ||
Accumulated deficit | (4,819,000) | (4,558,000) |
Total shareholders’ deficit | (4,819,000) | (4,558,000) |
Total liabilities and shareholders’ deficit | 23,318,000 | 22,969,000 |
Common Class A [Member] | ||
Other liabilities: | ||
Class A ordinary shares subject to possible redemption: 2,089,996 shares, at March 31, 2024 and December 31, 2023 (at $11.08 and $10.95 per share, respectively) | 23,151,000 | 22,890,000 |
SHAREHOLDERS’ DEFICIT | ||
Common stock, value | ||
Common Class B [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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] | ||
Temporary equity, shares outstanding | 2,089,996 | 2,089,996 |
Temporary equity, redemption price per share | $ 11.08 | $ 10.95 |
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 | 1,300,000 |
Common stock, shares outstanding | 1,300,000 | 1,300,000 |
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 | 3,700,000 |
Common stock, shares outstanding | 3,700,000 | 3,700,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
General and administrative expenses | $ 263,000 | $ 197,000 |
Loss from operations | (263,000) | (197,000) |
Other income: | ||
Interest income (including approximately $261,000 and $2,180,000, respectively, related to the Trust Account) | 263,000 | 2,180,000 |
Change in fair value of warrant liability | (1,435,000) | |
Total other income | 263,000 | 745,000 |
Net income | $ 548,000 | |
Common Class A [Member] | ||
Other income: | ||
Weighted average ordinary shares outstanding - Basic | 3,390,000 | 20,000,000 |
Weighted average ordinary shares outstanding - Diluted | 3,390,000 | 20,000,000 |
Net income per ordinary share - Basic | $ 0 | $ 0.02 |
Net income per ordinary share - Diluted | $ 0 | $ 0.02 |
Common Class B [Member] | ||
Other income: | ||
Weighted average ordinary shares outstanding - Basic | 3,700,000 | 5,000,000 |
Weighted average ordinary shares outstanding - Diluted | 3,700,000 | 5,000,000 |
Net income per ordinary share - Basic | $ 0 | $ 0.02 |
Net income per ordinary share - Diluted | $ 0 | $ 0.02 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Interest income on Trust Account | $ 261,000 | $ 2,180,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 1,000 | $ (3,472,000) | $ (3,471,000) | ||
Balance, shares at Dec. 31, 2022 | 5,000,000 | ||||
Remeasurement of Class A ordinary shares subject to redemption | (2,180,000) | (2,180,000) | |||
Net income | 548,000 | 548,000 | |||
Balance at Mar. 31, 2023 | $ 1,000 | (5,104,000) | (5,103,000) | ||
Balance, shares at Mar. 31, 2023 | 5,000,000 | ||||
Balance at Dec. 31, 2023 | (4,558,000) | (4,558,000) | |||
Balance, shares at Dec. 31, 2023 | 1,300,000 | 3,700,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (261,000) | (261,000) | |||
Net income | |||||
Balance at Mar. 31, 2024 | $ (4,819,000) | $ (4,819,000) | |||
Balance, shares at Mar. 31, 2024 | 1,300,000 | 3,700,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 548,000 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Income from cash and investments held in Trust Account | (261,000) | (2,180,000) | |
Change in fair value of warrant liability | 1,435,000 | ||
Changes in operating assets and liabilities: | |||
(Increase) decrease in prepaid expenses | (8,000) | 4,000 | |
Increase (decrease) in accounts payable | 29,000 | (69,000) | |
Increase in accrued liabilities and other | 45,000 | 17,000 | |
Net cash used in operating activities | (195,000) | (245,000) | |
Cash flows from financing activities: | |||
Cash received from notes payable to related party | 275,000 | ||
Net cash provided by financing activities | 275,000 | ||
Net change in cash | 80,000 | (245,000) | |
Cash and cash equivalents at beginning of period | 14,000 | 744,000 | $ 744,000 |
Cash and cash equivalents at end of period | 94,000 | 499,000 | $ 14,000 |
Supplemental disclosure of non-cash financing activities: | |||
Remeasurement of carrying value to redemption value of Class A ordinary shares subject to redemption | $ 261,000 | $ 2,180,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity, Including Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
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 At March 31, 2024, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to March 31, 2024 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 income in the form of interest income on investments and cash and cash equivalents from the proceeds derived from the Public Offering. Sponsor and Public Offering: The Company’s sponsor was originally Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Former Sponsor”). The Company intends to finance a Business Combination with proceeds from the $ 200,000,000 10,500,000 204,000,000 167 17,910,004 0.0001 89.6 187,475,000 23,151,000 As discussed further below and in Note 9 – Subsequent Events, subsequent to March 31, 2024, on April 19, 2024, the Company, the Former Sponsor and HCG Opportunity II, LLC (the “New Sponsor,” together with the Former Sponsor, the “Sponsors”) entered into a securities purchase agreement that resulted in a change in control of the Company. Subsequent Events – Change in Control of the Company and the Sponsor, New Working Capital Notes, Extension of Time to Complete Business Combination and Related Matters: As discussed further in Note 9 – Subsequent Events, subsequent to March 31, 2024 in April 2024, the Company, the Former Sponsor and the New Sponsor entered into several transactions as follows: Purchase Agreement and Change in Control 3,500,000 3,700,000 0.0001 7,350,000 10,500,000 250,000 On April 19 2024, all of the members of the Board of Directors and officers of the Company resigned and the following persons were appointed to the following positions: (i) Thomas D. Hennessy - Chairman and Chief Executive Officer of the Company, (ii) Nicholas Geeza - Chief Financial Officer of the Company, and (iii) Joseph Beck, Garth Mitchell, Gloria Fu, Courtney Robinson and Javier Saade - independent directors of the Company. On April 19, 2024, in connection with the Purchase Agreement the existing working capital loans payable to the Former Sponsor were terminated. See Note 9 – Subsequent Events. Promissory Note n April 24, 2024, the Company issued an unsecured promissory note (the “Promissory Note”) to the New Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,500,000 Extension of Time to Complete Initial Business Combination - the Company borrowed $ 350,000 209,000 The Trust Account: The funds in the Trust Account are permitted to be invested only in cash or U.S. government treasury bills with a maturity of one hundred and eighty-five ( 185 On April 14, 2023, the Company’s shareholders approved the Articles which provide that, other than the withdrawal of interest to pay tax obligations, if any, less up to $ 100,000 100 two separate 0.10 209,000 Subsequent to March 31, 2024, on April 25, 2024, the Company deposited $ 209,000 Also see below and Note 9 – Subsequent Events about a Business Combination and Merger Agreement entered into subsequent to March 31, 2024 on May 14, 2024. 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 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 5,000,001 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 10.20 204,000,000 20,000,000 As amended on April 14, 2023, the Company currently has until July 25, 2024, (or until October 25, 2024, at the election of the Company in a three-month extensions in July 2024, subject to satisfaction of certain conditions, including the deposit by the Company of $ 0.10 209,000 100,000 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. Subsequent to March 31, 2024, on April 25, 2024, the Company deposited $ 209,000 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 condensed 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 50 On November 22, 2023, the Company issued 1,300,000 1,300,000 Following the Conversion, there are 3,389,996 3,700,000 38.35 On November 24, 2023, the Company submitted its application to transfer the listing of its Class A Ordinary Shares, Units and the warrants sold in the Public Offering (the “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 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. The Company received a written notice from the Nasdaq Staff notifying the Company that, based on the materials submitted by the Company in connection with the Plan and the application to transfer the listing of the Class A Ordinary Shares, Units and Public Warrants from the Nasdaq Global Market to the Nasdaq Capital Market, the deficiencies cited in the First Notice and the Second Notice were cured. Subsequent to March 31, 2024 on May 14, 2024, the Company entered into a Business Combination and Merger Agreement (the “Merger Agreement”) with Global Technology Merger Sub Corporation, a Cayman Islands exempted company limited by shares and a direct, wholly owned subsidiary of GTAC (“Merger Sub”), and Tyfon Culture Holdings Limited, a Cayman Islands exempted company limited by shares (“Tyfon”). Tyfon is headquartered in Suzhou, China and operates a leading art marketplace, with an offline to online business model that combines the benefits of in-person art experiences and exhibitions with an innovative online marketplace. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, among other others, Merger Sub will merge with and into Tyfon (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Tyfon surviving the Merger as a wholly owned subsidiary of the Company. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), Tyfon will change its name to ‘Tyfon Culture Inc.”, and its ordinary shares are expected to trade on the Nasdaq Capital Market under the ticker symbol “TFCI.” The Transactions reflect an implied pro forma enterprise value for Tyfon of $ 428 10.00 The Transactions are expected to be consummated subject to the terms and conditions set forth in the Merger Agreement, including, among others: (i) no law, rule, regulation or order of a governmental authority then being in effect prohibiting the consummation of the Transactions; (ii) no legal action brought by a third party to enjoin or otherwise restrict the consummation of the Transactions, (iii) the proxy statement/prospectus have been declared effective by the SEC, (iv) the receipt of the Purchaser Shareholders’ Approval (as defined in the Merger Agreement), (v) approval by the requisite shareholders of Tyfon of the Transactions, (vi) China Securities Regulatory Commission (“CSRC”) filing procedures having been accepted by the CSRC and published on its website, (vii) the listing application with Nasdaq in connection with the Transactions having been conditionally approved and the Class A Ordinary Share will remain listed for trading on Nasdaq, and (viii) other customary closing conditions related to the parties’ respective representations, warranties and pre-Closing covenants set forth in the Merger Agreement. The consummation of the Business Combination is not subject to any minimum cash condition. On May 15, 2024, the Company filed a Form 8-K with the SEC to report the Merger Agreement and other legal agreements relating to the Business Combination. Sponsor Support Agreement In connection with the execution of the Merger Agreement, the Company and the New Sponsor entered into the sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed to (i) vote all Ordinary Shares held by it in favor of the Transaction Proposals (as defined in the Merger Agreement) at GTAC’s shareholder meeting in connection with the Transactions, (ii) not redeem any of its Class A Ordinary Shares, (iii) forfeit all of its existing Private Placement Warrants effective as of immediately prior to the Closing, (iv) waive the anti-dilution rights with respect to the Class B Ordinary Shares set forth in the Company’s organizational documents in connection with the consummation of the Transactions and (v) to enter into a “lock-up” agreement with the Company prohibiting transfers of the New Sponsor’s equity interest in the Company for 180 days after the Transactions are consummated, subject to certain customary permitted transfer exceptions. Tyfon is a third-party beneficiary of the Sponsor Support Agreement, and the New Sponsor and the Company cannot amend the Sponsor Support Agreement without the written consent of Tyfon. 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, “Presentation of Financial Statements-Going Concern,” at March 31, 2024 the Company has until April 25, 2024 (or until October 25, 2024, as described above) to consummate an initial Business Combination. Subsequent to March 31, 2024, in April 2024, in connection with the Purchase Agreement discussed in Note 9 – Subsequent Events and elsewhere, the date to complete a Business Combination was extended until July 25, 2024. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination cannot be completed prior to July 25, 2024 (or October 25, 2024, as described above), there will be a mandatory liquidation and subsequent dissolution of the Company unless, prior to such date, the Company receives an extension approval from its shareholders or elects to extend the date on which an initial Business Combination must be consummated (the Company may extend the date on which an initial Business Combination must be consummated to October 25, 2024 in a three-month extension subject to satisfaction of certain conditions, including the deposit of $ 0.10 209,000 Further, as shown in the accompanying condensed financial statements, the Company had approximately $ 94,000 195,000 2,500,000 2,500,000 418,000 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 condensed financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, including available extensions, however there is no assurance that this can be done. The condensed interim 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2— Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim 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 ( the “SEC”), specifically Article 8.03 of regulation S-X, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2024, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed on April 1, 2024. 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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 Public Warrants and Private Placement to purchase an aggregate of 20,500,000 At March 31, 2024 and 2023, 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. Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares For the three months ended March 31, 2024 For the three months ended March 31, 2023 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ - $ - $ 438,000 $ 110,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,390,000 3,700,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.00 $ 0.00 $ 0.02 $ 0.02 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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $ 204,000,000 167 17,910,004 89.6 187,475,000 23,151,000 22,890,000 185 The Company classifies its U.S. government treasury bills and equivalent securities, when it has them, as held-to-maturity in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the balance sheets and adjusted for the amortization of discounts. 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 March 31, 2024, cash and cash equivalents totaled approximately $ 94,000 15,000 79,000 14,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times, may exceed the Federal depository insurance coverage of $ 250,000 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 nature. 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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 March 31, 2024, 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 condensed 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 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $ 11,725,000 725,000 11,000,000 11,234,000 491,000 175,000 Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 167 17,910,004 89.6 187,475,000 2,089,996 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 Articles 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 $ 5,000,001 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 capital. Accordingly, at March 31, 2024 and December 31, 2023, 2,089,996 Schedule of Class A Ordinary Shares Subject to Redemption 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 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 Subtotal at December 31, 2023 22,890,000 2,089,996 Plus: Remeasurement of carrying value to redemption value at March 31, 2024 261,000 - Class A ordinary shares subject to redemption at March 31, 2024 (unaudited) $ 23,151,000 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 to be sustained upon examination by taxing authorities. There were no No zero 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 at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company’s warrant liability is a derivative financial instrument – see Note 5. 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 condensed financial statements. For material subsequent events see Note 9 – Subsequent Events regarding: (a) the April 2024 change in control, new promissory note, extension of time to complete a business combination and other material events and (b) the Business Combination and Merger Agreement and related agreements executed on May 14, 2024, as well as Notes 1 and 5. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2024 | |
Public Offering | |
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 option, of 20,000,000 10.00 Each Unit consists of one of the Company’s Class A ordinary shares and one-half of one Public Warrant one The Company granted the underwriters a 45 2,625,000 2,500,000 2,500,000 31,250 31,250 The Company paid an underwriting discount of 2.0 4,000,000 3.5 7,000,000 On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5 7,000,000 3,325,000 7,000,000 3,675,000 23,151,000 22,890,000 |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [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 March 31, 2024 and December 31, 2023, the proceeds of the Trust Account were invested in cash. As such, the Company has no assets in the Trust Account that require fair value measurement. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 5— Related party transactions Founder Shares: On February 10, 2021, the Former Sponsor purchased 6,468,750 25,000 0.004 843,750 2,156,250 4,312,500 562,500 5,031,250 656,250 31,250 The Company’s initial shareholders and the New Sponsor have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year 12.00 20 30 150 See also, Note 9 – Subsequent Events. Private Placement Warrants: In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Former Sponsor purchased from the Company an aggregate of 10,500,000 1.00 10,500,000 11.50 30 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 Former Sponsor will expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 115 18.00 10.00 See also, Note 9 – Subsequent Events. 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” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement. See also, Note 9 – Subsequent Events. Related Party Loans: In February 2021, the Former Sponsor agreed to loan the Company an aggregate of $ 300,000 10,000 December 31, 2021 240,000 no Working Capital Loans: If the Former Sponsor, an affiliate of the Former Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $ 1,500,000 1.00 On June 29, 2023, the Company entered into an unsecured convertible promissory note (the “Note”) with the Former Sponsor, providing for an aggregate amount of loans up to $ 1,500,000 275,000 250,000 525,000 250,000 The Note bears no (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”). 1,500,000 1.00 250,000 Subsequent to March 31, 2024, in April 2024, in connection with the Purchase Agreement defined and discussed in Note 9 - Subsequent Events, the Note was terminated. Subject to March 31, 2024, on April 24, 2024, the Company and the New Sponsor entered into the Promissory Note. See Note 9 – Subsequent Event. Administrative Services Agreement: The Company has agreed to pay $ 10,000 30,000 30,000 Subsequent to March 31, 2024, in April 2024, in connection with the Purchase Agreement defined and discussed in Note 9 – Subsequent Events, the Administrative Services Agreement was assigned to the New Sponsor. Agreement with Management Effective November 27, 2022, the Board of Directors of the Company appointed its 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 25,000 Subsequent to March 31, 2024, in April 2024, in connection with the Purchase Agreement defined and discussed in Note 9 – Subsequent Events, all of the officers and directors of the Company, including the CFO resigned. Additionally, subsequent to March 31, 2024, in April 2024, in connection with the Purchase Agreement, the Company appointed a new CFO and retained his services to be paid at the rate of $ 5,000 260,000 |
Warrant liabilities
Warrant liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Liabilities | |
Warrant liabilities | Note 6— Warrant liabilities At March 31, 2024 and December 31, 2023, the Company had a total of 20,500,000 10,000,000 10,500,000 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, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Company accounts for its warrants as warrant liabilities. The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Warrant Liabilities at Fair Value on a Recurring Basis Description March 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities at March 31, 2024 $ 615,000 $ — $ 615,000 $ — Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities at December 31, 2023 $ 615,000 $ — $ 615,000 $ — During the three months ended March 31, 2024, the trading in the Company’s warrants remained less active and so the Company values its Public Warrants based on the significantly other observable inputs – Level 2 using the public trading price ($ 0.03 The warrant liabilities are not subject to qualified hedge accounting. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 7— Shareholders’ Deficit Ordinary Shares: The authorized ordinary shares of the Company include 200,000,000 0.0001 20,000,000 0.0001 220,000,000 In connection with the Extension, a total of 167 17,910,004 89.55 187,475,000 On November 22, 2023 the Company issued an aggregate of 1,300,000 1,300,000 At both March 31, 2024 and December 31, 2023 there were 3,700,000 1,300,000 2,089,996 Preferred Shares: The Company is authorized to issue 1,000,000 0.0001 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 3,325,000 3,675,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9— Subsequent Events Purchase Agreement and Change in Control: Subsequent to March 31, 2024, on April 19, 2024, the Company, the Former Sponsor and the New Sponsor entered into the Purchase Agreement on terms substantially consistent with the Term Sheet executed on April 10, 2024 and, on April 19, 2024 (the “Closing Date”), consummated the transactions contemplated thereby (the “Closing”). Pursuant to the Purchase Agreement, at the Closing, among other things: (i) the New Sponsor acquired 3,500,000 3,700,000 7,350,000 10,500,000 250,000 Following the Closing, Former Sponsor retained (i) 3,150,000 1,300,000 164,000 84,000 36,000 The Retained PP Warrants and 250,000 1,250,000 At the closing of the Initial Business Combination, the number of Retained PP Warrants will be equal to at least 30% of the warrants held by the New Sponsor and the Former Sponsor on an aggregate basis and the aggregate number of Sponsor Retained Shares and Director Retained Shares will be equal to at least 30% of the Class A Ordinary Shares and Class B Ordinary Shares held by the New Sponsor, Sponsor and the Pre-Closing Independent Directors on an aggregate basis. On the Closing Date, all of the members of the Board of Directors and officers of the Company resigned and the following persons were appointed to the following positions: (i) Thomas D. Hennessy - Chairman and Chief Executive Officer of the Company, (ii) Nicholas Geeza - Chief Financial Officer of the Company, and (iii) Joseph Beck, Garth Mitchell, Gloria Fu, Courtney Robinson and Javier Saade - independent directors of the Company. Also on the Closing Date, subsequent to March 31, 2024, in April 2024, the Note discussed in Note 5 and payable to the Sponsor was terminated. Promissory Note: On April 24, 2024, the Company issued the Promissory Note to the New Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,500,000 1.00 Extension of Time to Complete Initial Business Combination: Subsequent to March 31, 2024, on April 25, 2024, the Company borrowed $ 350,000 209,000 Business Combination Subsequent to March 31, 2024 on May 14, 2024, the Company entered into the Merger Agreement with Merger Sub and Tyfon. Tyfon is headquartered in Suzhou, China and operates a leading art marketplace, with an offline to online business model that combines the benefits of in-person art experiences and exhibitions with an innovative online marketplace. Pursuant to the Merger Agreement, the parties thereto will enter into the Business Combination by which, among other others, Merger Sub will merge with and into Tyfon with Tyfon surviving the Merger as a wholly owned subsidiary of the Company. Upon Closing, Tyfon will change its name to ‘Tyfon Culture Inc.”, and its ordinary shares are expected to trade on the Nasdaq Capital Market under the ticker symbol “TFCI.” The Transactions reflect an implied pro forma enterprise value for Tyfon of $ 428 The Transactions are expected to be consummated subject to the terms and conditions set forth in the Merger Agreement, including, among others: (i) no law, rule, regulation or order of a governmental authority then being in effect prohibiting the consummation of the Transactions; (ii) no legal action brought by a third party to enjoin or otherwise restrict the consummation of the Transactions, (iii) the proxy statement/prospectus have been declared effective by the SEC, (iv) the receipt of the Purchaser Shareholders’ Approval (as defined in the Merger Agreement), (v) approval by the requisite shareholder of Tyfon of the Transactions, (vi) CSRC filing procedures having been accepted by the CSRC and published on its website, (vii) the listing application with Nasdaq in connection with the Transactions having been conditionally approved and the Class A Ordinary Share will remain listed for trading on Nasdaq, and (viii) other customary closing conditions related to the parties’ respective representations, warranties and pre-Closing covenants set forth in the Merger Agreement. The consummation of the Business Combination is not subject to any minimum cash condition. On May 15, 2024, the Company filed a Form 8-K with the SEC to report the Merger Agreement and other legal agreements relating to the Business Combination. Sponsor Support Agreement In connection with the execution of the Merger Agreement, the Company and the New Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other things, the New Sponsor agreed to (i) vote all Ordinary Shares held by it in favor of the Transaction Proposals at GTAC's shareholder meeting in connection with the Transactions, (ii) not redeem any of its Class A Ordinary Shares, (iii) forfeit all of its existing Private Placement Warrants effective as of immediately prior to the Closing, (iv) waive the anti-dilution rights with respect to the Class B Ordinary Shares set forth in the Company’s organizational documents in connection with the consummation of the Transactions and (v) to enter into a "lock-up" agreement with the Company prohibiting transfers of the New Sponsor's equity interest in the Company for 180 days after the Transactions are consummated, subject to certain customary permitted transfer exceptions. Tyfon is a third-party beneficiary of the Sponsor Support Agreement, and the New Sponsor and the Company cannot amend the Sponsor Support Agreement without the written consent of Tyfon. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim 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 ( the “SEC”), specifically Article 8.03 of regulation S-X, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2024, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed on April 1, 2024. 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Net Income (Loss) 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 Public Warrants and Private Placement to purchase an aggregate of 20,500,000 At March 31, 2024 and 2023, 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. Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares For the three months ended March 31, 2024 For the three months ended March 31, 2023 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ - $ - $ 438,000 $ 110,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,390,000 3,700,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.00 $ 0.00 $ 0.02 $ 0.02 |
Investments held in Trust Account | 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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $ 204,000,000 167 17,910,004 89.6 187,475,000 23,151,000 22,890,000 185 The Company classifies its U.S. government treasury bills and equivalent securities, when it has them, as held-to-maturity in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the balance sheets and adjusted for the amortization of discounts. |
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 March 31, 2024, cash and cash equivalents totaled approximately $ 94,000 15,000 79,000 14,000 |
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 financial institutions, which at times, may exceed the Federal depository insurance coverage of $ 250,000 |
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 nature. |
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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 March 31, 2024, 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 condensed 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 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $ 11,725,000 725,000 11,000,000 11,234,000 491,000 175,000 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 167 17,910,004 89.6 187,475,000 2,089,996 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 Articles 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 $ 5,000,001 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 capital. Accordingly, at March 31, 2024 and December 31, 2023, 2,089,996 Schedule of Class A Ordinary Shares Subject to Redemption 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 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 Subtotal at December 31, 2023 22,890,000 2,089,996 Plus: Remeasurement of carrying value to redemption value at March 31, 2024 261,000 - Class A ordinary shares subject to redemption at March 31, 2024 (unaudited) $ 23,151,000 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 to be sustained upon examination by taxing authorities. There were no No zero 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 at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company’s warrant liability is a derivative financial instrument – see Note 5. |
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 condensed financial statements. For material subsequent events see Note 9 – Subsequent Events regarding: (a) the April 2024 change in control, new promissory note, extension of time to complete a business combination and other material events and (b) the Business Combination and Merger Agreement and related agreements executed on May 14, 2024, as well as Notes 1 and 5. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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. Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares For the three months ended March 31, 2024 For the three months ended March 31, 2023 Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ - $ - $ 438,000 $ 110,000 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,390,000 3,700,000 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.00 $ 0.00 $ 0.02 $ 0.02 |
Schedule of Class A Ordinary Shares Subject to Redemption | Schedule of Class A Ordinary Shares Subject to Redemption 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 (187,475,000 ) (17,910,004 ) Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 Subtotal at December 31, 2023 22,890,000 2,089,996 Plus: Remeasurement of carrying value to redemption value at March 31, 2024 261,000 - Class A ordinary shares subject to redemption at March 31, 2024 (unaudited) $ 23,151,000 2,089,996 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Liabilities | |
Schedule of Warrant Liabilities 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 March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Warrant Liabilities at Fair Value on a Recurring Basis Description March 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities at March 31, 2024 $ 615,000 $ — $ 615,000 $ — Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 300,000 $ — $ 300,000 $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities at December 31, 2023 $ 615,000 $ — $ 615,000 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity, Including Subsequent Event (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 19, 2024 | Nov. 22, 2023 | Jun. 28, 2023 | Apr. 14, 2023 | Oct. 25, 2021 | Apr. 30, 2024 | Apr. 19, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | May 14, 2024 | Apr. 25, 2024 | Apr. 24, 2024 | Dec. 31, 2023 | Nov. 24, 2023 | Apr. 21, 2023 | Oct. 21, 2021 | Sep. 30, 2021 | |
Entity incorporation, date of incorporation | Feb. 09, 2021 | |||||||||||||||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | ||||||||||||||||
Cash | $ 187,475,000 | $ 187,475,000 | ||||||||||||||||
Remaining Amount Held In Trust Account | $ 23,151,000 | $ 22,890,000 | ||||||||||||||||
Term of restricted investments | 185 days | 185 days | ||||||||||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | $ 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% | |||||||||||||||||
[custom:NumberOfDaysPriorToCommencementOfTenderOfferOfAmountThenOnDepositInTheTrustAccountDeterminingSharesRedemption] | 2 days | |||||||||||||||||
Minimum net worth required for compliance | $ 5,000,001 | |||||||||||||||||
[custom:NumberOfDaysPriorToConsummationOfBusinessCombinationOfAmountThenOnDepositInTheTrustAccountDeterminingSharesRedemption] | 2 days | |||||||||||||||||
Per share value of restricted assets | $ 10.20 | |||||||||||||||||
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 | $ 94,000 | $ 14,000 | ||||||||||||||||
Cash flows from operations | 195,000 | $ 245,000 | ||||||||||||||||
Three Month Extension [Member] | ||||||||||||||||||
Payments to acquire restricted investments | $ 209,000 | |||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||
Payment Made For Each Three Month Extension [Member] | ||||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||
Three Month Extension [Member] | ||||||||||||||||||
Reduction of restricted investments | $ 209,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Borrowings | $ 350,000 | |||||||||||||||||
Trust account deposited | $ 209,000 | |||||||||||||||||
Available for working capital | $ 2,500,000 | |||||||||||||||||
Payment of working capital | $ 418,000 | |||||||||||||||||
Subsequent Event [Member] | Tyfon Culture Holdings Limited [Member] | ||||||||||||||||||
Transaction enterprise value | $ 428,000,000 | |||||||||||||||||
Ordinary per share | $ 10 | |||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | ||||||||||||||||||
Borrowings | $ 2,500,000 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 2,500,000 | |||||||||||||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||
Cash consideration | $ 250,000 | |||||||||||||||||
Number of warrants issued | 10,500,000 | 10,500,000 | ||||||||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||||||||||
Cash consideration | $ 10,500,000 | |||||||||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | Private Placement [Member] | ||||||||||||||||||
Cash consideration | 10,500,000 | |||||||||||||||||
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 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Percentage of common stock | 89.60% | |||||||||||||||||
Common stock, shares outstanding | 1,300,000 | 1,300,000 | ||||||||||||||||
Common stock, shares issued | 1,300,000 | 1,300,000 | ||||||||||||||||
Common Class A [Member] | IPO [Member] | ||||||||||||||||||
Stock issued during period, shares | 20,000,000 | |||||||||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||||||||
Common stock, shares outstanding | 3,389,996 | |||||||||||||||||
Stock issued during period shares conversion of units | 1,300,000 | |||||||||||||||||
Common stock, shares issued | 3,389,996 | |||||||||||||||||
Proportion of common stock outstanding | 38.35% | |||||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Share price | $ 9.20 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | 5,031,250 | |||||||||||||||
Common stock, shares issued | 3,700,000 | 3,700,000 | ||||||||||||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Stock issued during period, shares, acquisitions | 3,500,000 | |||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | ||||||||||||||||
Number of warrants issued | 7,350,000 | 7,350,000 | ||||||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 | ||||||||||||||||
Share price | $ 12 | |||||||||||||||||
Stock issued during period shares conversion of units | 1,300,000 | |||||||||||||||||
Common stock, shares issued | 3,700,000 |
Schedule of Net Income Per Shar
Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common Class A [Member] | ||
Allocation of income - basic and diluted | $ 438,000 | |
Basic weighted average ordinary shares outstanding | 3,390,000 | 20,000,000 |
Diluted weighted average ordinary shares outstanding | 3,390,000 | 20,000,000 |
Basic net income per ordinary share | $ 0 | $ 0.02 |
Diluted net income per ordinary share | $ 0 | $ 0.02 |
Common Class B [Member] | ||
Allocation of income - basic and diluted | $ 110,000 | |
Basic weighted average ordinary shares outstanding | 3,700,000 | 5,000,000 |
Diluted weighted average ordinary shares outstanding | 3,700,000 | 5,000,000 |
Basic net income per ordinary share | $ 0 | $ 0.02 |
Diluted net income per ordinary share | $ 0 | $ 0.02 |
Schedule of Class A Ordinary Sh
Schedule of Class A Ordinary Shares Subject to Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Oct. 25, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Remeasurement of carrying value to redemption value | $ 261,000 | $ 2,180,000 | ||||
Common Class A [Member] | ||||||
Gross proceeds of Public Offering | $ 200,000,000 | $ 200,000,000 | ||||
Public Offering (in shares) | 2,089,996 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |
Proceeds allocated to Public Warrants | $ (7,900,000) | |||||
Gross proceeds of Public Offering | (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 | $ 22,890,000 | $ 206,946,000 | $ 204,000,000 | |||
Remeasurement of carrying value to redemption value | $ 261,000 | 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) | |||||
Subtotal at the date of the Public Offering | $ 23,151,000 | $ 22,890,000 | ||||
Public Offering (in shares) | 2,089,996 | 2,089,996 | 20,000,000 | 20,000,000 |
Schedule Of Class A Ordinary _2
Schedule Of Class A Ordinary Shares Subject To Redemption (Details) (Parenthetical) | Apr. 14, 2023 shares |
Common Class A [Member] | |
Stock redeemed or called during period | 17,910,004 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Apr. 14, 2023 | Oct. 25, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | ||||||
Cash | $ 187,475,000 | $ 187,475,000 | ||||||
Assets held-in-trust, noncurrent | $ 23,151,000 | $ 22,890,000 | ||||||
Term of restricted investments | 185 days | 185 days | ||||||
Cash and cash equivalents | $ 94,000 | 14,000 | ||||||
Cash, FDIC insured amount | 250,000 | |||||||
Warrant liability issuance costs | $ 491,000 | |||||||
Payment of fess to financial advisor | 175,000 | |||||||
Minimum net worth required for compliance | 5,000,001 | |||||||
Unrecognized tax benefits | 0 | 0 | ||||||
Interest and penalties, unrecognized tax benefits | 0 | 0 | ||||||
Income tax expense benefit | 0 | |||||||
IPO [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total costs incurred in connection with preparation for the initial public offering | 11,725,000 | |||||||
Offering costs | 725,000 | |||||||
Underwriters discount | 11,000,000 | |||||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Costs allocated to equity instruments | $ 11,234,000 | |||||||
Cash [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Cash and cash equivalents | 15,000 | $ 14,000 | ||||||
Interest-Bearing Deposits [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Cash and cash equivalents | $ 79,000 | |||||||
Common Class A [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Number of shareholders elected to redeem | 167 | |||||||
Stock redeemed or called during period, Shares | 17,910,004 | |||||||
Percentage of common stock | 89.60% | |||||||
Public Offering (in shares) | 2,089,996 | 2,089,996 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common Class A [Member] | IPO [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Stock issued during period, Shares | 20,000,000 | |||||||
Warrant [Member] | Common Class A [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share | 20,500,000 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Jul. 31, 2023 | Oct. 23, 2022 | Oct. 25, 2021 | Dec. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 03, 2022 | Sep. 30, 2021 | |
Deferred underwriting compensation forfeited, percentage | 47.50% | |||||||
Payment for underwriting expense | $ 7,000,000 | |||||||
Reduction in deferred underwriters compensation | $ 3,325,000 | |||||||
Non-current asset – Cash held in Trust Account | $ 23,151,000 | $ 22,890,000 | ||||||
IPO [Member] | ||||||||
Underwriting discount, percentage | 2% | |||||||
Payment for underwriting expense | $ 4,000,000 | |||||||
Deferred compensation liability, percentage | 3.50% | |||||||
Deferred compensation liability, Noncurrent | $ 7,000,000 | |||||||
Common Class A [Member] | ||||||||
Payment for underwriting expense | $ 7,000,000 | $ 3,675,000 | ||||||
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, exercise price | $ 10 | |||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||||||
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 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||
Apr. 19, 2024 | Oct. 25, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Feb. 28, 2021 | Feb. 10, 2021 | Apr. 30, 2024 | Apr. 19, 2024 | Dec. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 24, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Nov. 22, 2023 | Jun. 29, 2023 | Oct. 24, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable current | $ 525,000 | $ 250,000 | ||||||||||||||||
Compensation | 100,000 | |||||||||||||||||
Retention payment | $ 25,000 | $ 25,000 | ||||||||||||||||
Chief Financial Officer [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Retained services to be paid | $ 5,000 | |||||||||||||||||
Two Additional Staff Members [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Retained services to be paid | $ 260,000 | |||||||||||||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from issuances of warrants | $ 250,000 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | ||||||||||||||||
Common stock, shares outstanding | 5,031,250 | 3,700,000 | 3,700,000 | |||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | |||||||||||||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | ||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 1,300,000 | 1,300,000 | ||||||||||||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants price | $ 1 | |||||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Share price | $ 9.20 | |||||||||||||||||
Share price | 60% | |||||||||||||||||
Price threshold of exercise warrant price | $ 9.20 | |||||||||||||||||
adjusted to price received, percentage | 115% | |||||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals or Exceeds Threshold One [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
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] | ||||||||||||||||||
Warrants or rights for redemption | $ 10 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||||||||
Blackout trading period | 30 days | |||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, maximum amount | $ 300,000 | |||||||||||||||||
Debt instrument, minimum amount | $ 10,000 | |||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2021 | |||||||||||||||||
Notes payable current | $ 0 | $ 0 | $ 240,000 | |||||||||||||||
Debt instrument, face amount | 250,000 | $ 275,000 | 250,000 | $ 250,000 | ||||||||||||||
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”). | |||||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | |||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 2,500,000 | |||||||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related party transaction fees payable | $ 10,000 | $ 30,000 | $ 30,000 | |||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Class of warrants issued | 10,500,000 | |||||||||||||||||
Class of warrants issued issue price per warrant | $ 1 | |||||||||||||||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||||||||||||||
Warrants price | $ 11.50 | |||||||||||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of ordinary 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, description | 1 year | |||||||||||||||||
Share price | $ 12 | |||||||||||||||||
Threshold trading days | 20 days | |||||||||||||||||
Threshold consecutive trading days | 30 days | |||||||||||||||||
Period after initial business combination | 150 days | |||||||||||||||||
Sponsor [Member] | Common Class A [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 3,389,996 | |||||||||||||||||
Former Sponsor [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of ordinary shares | 7,350,000 | |||||||||||||||||
Former Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants price | $ 1 | |||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||||||||||
Former Sponsor [Member] | Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of ordinary shares | 10,500,000 | |||||||||||||||||
Former Sponsor [Member] | Common Class B [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Issuance of ordinary shares | 84,000 | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable current | 525,000 | 250,000 | ||||||||||||||||
Due to related parties | $ 30,000 | $ 30,000 |
Schedule of Warrant Liabilities
Schedule of Warrant Liabilities at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 615,000 | $ 615,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 615,000 | 615,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 300,000 | 300,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 300,000 | 300,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 315,000 | 315,000 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 315,000 | 315,000 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability |
Warrant liabilities (Details Na
Warrant liabilities (Details Narrative) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 |
Public trading price | $ 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 (Details
Shareholders’ Deficit (Details Narrative) - USD ($) | Nov. 22, 2023 | Apr. 14, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 220,000,000 | |||||||||
Cash | $ 187,475,000 | $ 187,475,000 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
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 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Number of shareholders elected to redeem | 167 | |||||||||
Stock redeemed or called during period | 17,910,004 | |||||||||
Percentage of common stock | 89.60% | |||||||||
Common stock, shares issued | 1,300,000 | 1,300,000 | ||||||||
Common stock, shares outstanding | 1,300,000 | 1,300,000 | ||||||||
Temporary equity, shares outstanding | 2,089,996 | 2,089,996 | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion shares | 1,300,000 | |||||||||
Common stock, shares issued | 3,389,996 | |||||||||
Common stock, shares outstanding | 3,389,996 | |||||||||
Common Class B [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 3,700,000 | 3,700,000 | ||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | 5,031,250 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion shares | 1,300,000 | |||||||||
Common stock, shares issued | 3,700,000 | |||||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Oct. 03, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Deferred underwriting compensation | $ 7,000,000 | |||
Deferred underwriters compensation forfeited | $ 3,325,000 | |||
Deferred underwriting compensation noncurrent | $ 3,675,000 | $ 3,675,000 | $ 3,675,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 19, 2024 | Apr. 14, 2023 | May 14, 2024 | Apr. 25, 2024 | Apr. 24, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||||||
Number of warrants | 20,500,000 | 20,500,000 | |||||
Private Placement Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants | 10,500,000 | 10,500,000 | |||||
Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate number of shares | 17,910,004 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Borrowings | $ 350,000 | ||||||
Deposited into Trust Account | $ 209,000 | ||||||
Subsequent Event [Member] | Tyfon Culture Holdings Limited [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Transaction enterprise value | $ 428,000,000 | ||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Working capital | $ 2,500,000 | ||||||
Subsequent Event [Member] | Sponsor Retained Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate number of shares | 1,250,000 | ||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | Sponsor Retained Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Subject to redemption | 250,000 | ||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Price per warrant | $ 1 | ||||||
New Sponsor [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares to sponsor | 3,500,000 | ||||||
Cash consideration | $ 250,000 | ||||||
New Sponsor [Member] | Subsequent Event [Member] | Common Class B [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares to sponsor | 3,700,000 | ||||||
Former Sponsor [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares to sponsor | 7,350,000 | ||||||
Former Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares to sponsor | 10,500,000 | ||||||
Number of warrants | 3,150,000 | ||||||
Former Sponsor [Member] | Subsequent Event [Member] | Common Class B [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares to sponsor | 84,000 | ||||||
Number of shares | 164,000 | ||||||
Aggregate number of shares | 36,000 | ||||||
Former Sponsor [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares | 1,300,000 |