| 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. | Note
2— Summary of Significant Accounting Policies Basis
of Presentation The
accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). All
dollar amounts are rounded to the nearest thousand dollars. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act,
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley 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 warrants sold in the Public Offering (the “Public Warrants”) and Private Placement
to purchase an aggregate of 20,500,000 At
December 31, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B
ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated
by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The
following table reflects the net income per share after allocating income between the shares based on outstanding shares. Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares
For
the year
ended December 31,
2023 For
the year
ended December 31,
2022
Class A Class B Class A Class B
Numerator:
Allocation of income – basic and diluted $ 1,402,000 $ 930,000 $ 10,166,000 $ 2,541,000
Denominator:
Basic and diluted weighted average ordinary shares outstanding 7,332,000 4,861,000 20,000,000 5,000,000
Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.51 $ 0.51 Cash
and Investments held in Trust Account The
Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured
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 89.55 187,475,000 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 December 31,
2023, cash and cash equivalents totaled approximately $ 14,000 744,000 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the Federal depository insurance coverage of $ 250,000 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 December 31, 2023, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination
of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities. Offering
Costs The
Company complies with the requirements of the FASB ASC 340-10-S99-1 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 89.55 187,475,000 2,089,996 1,300,000 3,389,996 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
Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount
that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $ 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 December 31, 2023 and December 31, 2022, respectively, 2,089,996 3,389,996 20,000,000 20,000,000 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 —
Class A ordinary shares subject to redemption at December 31, 2023 $ 22,890,000 2,089,996 Income
Taxes FASB
ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not 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 income. 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 financial statements. |
