Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | |
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 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
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 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 3,700,000 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 592,000 | $ 14,000 |
Prepaid expenses | 123,000 | 65,000 |
Total current assets | 715,000 | 79,000 |
Non-current asset – Cash held in Trust Account | 23,626,000 | 22,890,000 |
Total assets | 24,341,000 | 22,969,000 |
Current liabilities: | ||
Accounts payable | 91,000 | 21,000 |
Accrued liabilities | 2,388,000 | 76,000 |
Promissory note payable to New Sponsor, net | 1,723,000 | |
Notes payable to related party | 250,000 | |
Total current liabilities | 4,202,000 | 347,000 |
Other liabilities: | ||
Warrant liabilities | 1,025,000 | 615,000 |
Deferred underwriting compensation | 3,675,000 | |
Total liabilities | 5,227,000 | 4,637,000 |
Commitments and Contingencies (see Note 9) | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 3,498,000 | |
Accumulated deficit | (8,010,000) | (4,558,000) |
Total shareholders’ deficit | (4,512,000) | (4,558,000) |
Total liabilities and shareholders’ deficit | 24,341,000 | 22,969,000 |
Common Class A [Member] | ||
Other liabilities: | ||
Class A ordinary shares, $0.0001 par value, subject to possible redemption: 2,089,996 shares, at June 30, 2024 and December 31, 2023 (at $11.30 and $10.95 per share, respectively) | 23,626,000 | 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 | Jun. 30, 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, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 2,089,996 | 2,089,996 |
Temporary equity, redemption price per share | $ 11.30 | $ 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General and administrative expenses | $ 3,334,000 | $ 379,000 | $ 3,597,000 | $ 576,000 |
Loss from operations | (3,334,000) | (379,000) | (3,597,000) | (576,000) |
Other income (expense): | ||||
Interest income on Trust Account | 265,000 | 720,000 | 527,000 | 2,899,000 |
Other interest income | 3,000 | 5,000 | ||
Amortization of debt discount | (45,000) | (45,000) | ||
Waiver of deferred underwriting compensation related to warrants | 258,000 | 258,000 | ||
Change in fair value of conversion feature | 72,000 | 72,000 | ||
Change in fair value of warrant liability | (410,000) | 615,000 | (410,000) | (820,000) |
Total other income | 143,000 | 1,335,000 | 407,000 | 2,079,000 |
Net (loss) income | $ (3,191,000) | $ 956,000 | $ (3,190,000) | $ 1,503,000 |
Common Class A [Member] | ||||
Other income (expense): | ||||
Weighted average ordinary shares outstanding - Basic | 3,390,000 | 4,845,000 | 3,390,000 | 12,381,000 |
Weighted average ordinary shares outstanding - Diluted | 3,390,000 | 4,845,000 | 3,390,000 | 12,381,000 |
Net (loss) income per ordinary share - Basic | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Net (loss) income per ordinary share - Diluted | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Common Class B [Member] | ||||
Other income (expense): | ||||
Weighted average ordinary shares outstanding - Basic | 3,700,000 | 5,000,000 | 3,700,000 | 5,000,000 |
Weighted average ordinary shares outstanding - Diluted | 3,700,000 | 5,000,000 | 3,700,000 | 5,000,000 |
Net (loss) income per ordinary share - Basic | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Net (loss) income per ordinary share - Diluted | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
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 | (2,899,000) | (2,899,000) | |||
Net (loss) income | 1,503,000 | 1,503,000 | |||
Balance at Jun. 30, 2023 | $ 1,000 | (4,868,000) | (4,867,000) | ||
Balance, shares at Jun. 30, 2023 | 5,000,000 | ||||
Balance at Mar. 31, 2023 | $ 1,000 | (5,104,000) | (5,103,000) | ||
Balance, shares at Mar. 31, 2023 | 5,000,000 | ||||
Remeasurement of Class A ordinary shares subject to redemption | (720,000) | (720,000) | |||
Net (loss) income | 956,000 | 956,000 | |||
Balance at Jun. 30, 2023 | $ 1,000 | (4,868,000) | (4,867,000) | ||
Balance, shares at Jun. 30, 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 | (474,000) | (262,000) | (736,000) | ||
Forgiveness of Note payable to related party and Sponsors fees accrued | 555,000 | 555,000 | |||
Waiver of deferred underwriters’ compensation | 3,417,000 | 3,417,000 | |||
Net (loss) income | (3,190,000) | (3,190,000) | |||
Balance at Jun. 30, 2024 | 3,498,000 | (8,010,000) | (4,512,000) | ||
Balance, shares at Jun. 30, 2024 | 1,300,000 | 3,700,000 | |||
Balance at Mar. 31, 2024 | (4,819,000) | (4,819,000) | |||
Balance, shares at Mar. 31, 2024 | 1,300,000 | 3,700,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | (474,000) | (474,000) | |||
Forgiveness of Note payable to related party and Sponsors fees accrued | 555,000 | 555,000 | |||
Waiver of deferred underwriters’ compensation | 3,417,000 | 3,417,000 | |||
Net (loss) income | (3,191,000) | (3,191,000) | |||
Balance at Jun. 30, 2024 | $ 3,498,000 | $ (8,010,000) | $ (4,512,000) | ||
Balance, shares at Jun. 30, 2024 | 1,300,000 | 3,700,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ (3,191,000) | $ 956,000 | $ (3,190,000) | $ 1,503,000 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Income from cash and investments held in Trust Account | (527,000) | (2,899,000) | |||
Amortization of debt discount | 45,000 | 45,000 | |||
Change in fair value of warrant liability | 410,000 | (615,000) | 410,000 | 820,000 | |
Change in fair value of conversion feature | (72,000) | (72,000) | |||
Wavier of deferred underwriting compensation related to warrant portion of public offering | (258,000) | (258,000) | |||
Changes in operating assets and liabilities: | |||||
(Increase) decrease in prepaid expenses | (58,000) | 76,000 | |||
Increase in accounts payable | 70,000 | 20,000 | |||
Increase in accrued liabilities and other | 2,342,000 | 24,000 | |||
Net cash used in operating activities | (1,238,000) | (456,000) | |||
Cash flows from investing activities: | |||||
Cash deposited in Trust Account | (209,000) | ||||
Cash withdrawn from Trust Account | 187,475,000 | ||||
Net cash (used) provided from investing activities | (209,000) | 187,475,000 | |||
Cash flows from financing activities: | |||||
Redemption of 17,910,004 Class A ordinary shares | (187,475,000) | ||||
Cash received from Promissory note to related party | 1,750,000 | ||||
Cash received from notes payable to related party | 275,000 | ||||
Net cash (used) provided by financing activities | 2,025,000 | (187,475,000) | |||
Net change in cash | 578,000 | (456,000) | |||
Cash and cash equivalents at beginning of period | 14,000 | 744,000 | $ 744,000 | ||
Cash and cash equivalents at end of period | $ 592,000 | $ 288,000 | 592,000 | 288,000 | $ 14,000 |
Supplemental disclosure of non-cash financing activities: | |||||
Termination of note payable to prior Sponsor | 525,000 | ||||
Forgiveness of Former Sponsor accrual deemed a capital contribution | 30,000 | ||||
Waiver of deferred underwriting compensation deemed a capital contribution for equity portion of public offering | 3,417,000 | ||||
Remeasurement of carrying value to redemption value of Class A ordinary shares subject to redemption | $ 736,000 | $ 2,899,000 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Unaudited) (Parenthetical) - shares | 6 Months Ended | 12 Months Ended | |
Apr. 14, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common Class A [Member] | |||
Stock redeemed or called during period | 17,910,004 | 17,910,004 | 17,910,004 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (3,191,000) | $ 956,000 | $ (3,190,000) | $ 1,503,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity, Including Subsequent Event | 6 Months Ended |
Jun. 30, 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 June 30, 2024, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to June 30, 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. Former 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 23,626,000 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 as discussed below. Change in Control of the Company, New Working Capital Notes, Extension of Time to Complete a Business Combination and Related Matters: 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 Following the Closing, Former Sponsor retained (i) 3,150,000 1,300,000 164,000 84,000 36,000 The Retained PP Warrants and 200,000 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, Former Sponsor and the Pre-Closing Independent Directors on an aggregate basis. 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 (together with Mr. Hennessy, the “New Directors”). On June 20, 2024, Courtney Robinson tendered her resignation as a director of the Company, effective immediately. Ms. Robinson’s decision to resign was not a result of any disagreement or dispute with the Board or management of the Company on any matter relating to the Company’s operations, policies or practices. On April 19, 2024, in connection with the Purchase Agreement the existing working capital loans payable to the Former Sponsor aggregating $ 525,000 Promissory Note 2,500,000 Extension of Time to Complete an Initial Business Combination – 225,000 209,000 209,000 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 10.00 100 two separate 0.10 209,000 On April 25, 2024, the Company deposited $ 209,000 209,000 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 such 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, (which, subsequent to June 30, 2024, was extended to October 25, 2024, at the election of the Company in a three-month extension 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. Risks and Uncertainties: Ongoing Conflicts Nasdaq Listing 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $ 50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). On October 9, 2023, the Company received notice (the “Second Notice”) from the Nasdaq Staff notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market (the “Global Market Minimum Public Holders Rule”). On November 22, 2023, the Company issued 1,300,000 1,300,000 Following the Conversion, there were 3,389,996 3,700,000 38.3 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 MVLS 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. As discussed further in Note 2, 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. Tyfon operates an online art marketplace in China and is based in Suzhou, China. 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 June 30, 2024 the Company has until July 25, 2024 (which, subsequent to June 30, 2024, was further extended to October 25, 2024, as described above) to consummate an initial business combination. 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 October 25, 2024, 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. Further, as shown in the accompanying unaudited condensed financial statements, the Company had approximately $ 592,000 1,238,000 2,500,000 1,750,000 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. |
Entry into Merger Agreement
Entry into Merger Agreement | 6 Months Ended |
Jun. 30, 2024 | |
Entry Into Merger Agreement | |
Entry into Merger Agreement | Note 2— Entry into Merger Agreement Merger Agreement: On May 14, 2024, the Company entered into the Merger Agreement with Merger Sub and Tyfon. Tyfon operates an online art marketplace in China and is based in Suzhou, China. 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 Class A ordinary shares, par value of $ 0.0001 428 The Transactions are expected to be consummated subject to the terms and conditions set forth in the Merger Agreement, including, among others: (i) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (ii) no proceedings brought by a third-party to enjoin or otherwise restrict the consummation of the Closing and the Merger, (iii) the proxy statement/prospectus have been declared effective by the Securities and Exchange Commission (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) China Securities Regulatory Commission (“CSRC”) filing procedures having been accepted by the CSRC and published on its website, (vii) the New Tyfon Ordinary Shares and warrants to purchase New Tyfon Ordinary Shares having been approved for listing on Nasdaq and our Class A Ordinary Shares 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 Current Report on 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, dated May 14, 2024 (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 Required GTAC Proposals (as defined in the Sponsor Support Agreement) at the GTAC Shareholders Meeting (as defined in the Sponsor Support Agreement), (ii) not redeem any of its Class A Ordinary Shares, (iii) forfeit all of its existing Private Placement Warrant 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) agreed not to transfer any Ordinary Shares or Public Warrants until the earlier of the Closing and termination of the Merger Agreement in accordance with its terms. 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3— Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited condensed 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 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 June 30, 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 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 for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024 (“2023 Form 10-K”). 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 (“FASB ASC 260”), “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the holders of Ordinary Shares 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 June 30, 2024 and 2023, the Company has two classes of ordinary 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 ordinary 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 June 30, 2024 For the three months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,526,000 ) $ (1,665,000 ) $ 470,000 $ 486,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 4,845,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.10 $ 0.10 For the six months ended June 30, 2024 For the six months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,525,000 ) $ (1,665,000 ) $ 1,071,000 $ 432,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 12,381,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.09 $ 0.09 Investments held in Trust Account: The Company complies with FASB ASC Topic 820 (“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. 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 23,626,000 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 Topic 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. As of June 30, 2024 and December 31, 2024, cash and cash equivalents totaled approximately $ 592,000 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, 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 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 June 30, 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 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 During the three and six months ended June 30, 2024, an underwriter representing 52.5 3,675,000 3,417,000 258,000 47.5 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 Topic 480 (“FASB ASB 480”), “Distinguishing Liabilities from Equity, 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, as of June 30, 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 June 30, 2024 736,000 — Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited) $ 23,626,000 2,089,996 Income Taxes: FASB ASC 740 (“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 The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740. 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 (“FASB ASC 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 observable inputs or a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the unaudited condensed 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 7. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. The Founder Shares were granted subject to certain performance conditions: the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation expenses are included in general and administrative expenses in the statement of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. 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 unaudited condensed financial statements – See Note 1 regarding the further extension of time to complete a business combination from July 25, 2024 to October 25, 2024 made in July 2024. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Public Offering | |
Public Offering | Note 4— 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 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 52.5 7,000,000 3,725,000 3,675,000 0 As of June 30, 2024 and December 31, 2023, the amount outstanding in the Trust Account was approximately $ 23,626,000 22,890,000 |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Trust Account and Fair Value Measurement | Note 5— 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6— 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 Private Placement Warrants: In connection with the closing of the Public Offering on October 25, 2021 (Note 4), the Former Sponsor purchased from the Company an aggregate of 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 Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to the Registration 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 Rights Agreement. On April 19, 2024, the New Sponsor entered into a joinder to the Registration Rights Agreement. 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 0 250,000 The Note bore 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 “Note Maturity Date”) 1,500,000 1.00 Promissory Note with New Sponsor: 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 During the three and six months ended June 30, 2024, the Company drew down $ 1,750,000 The option to convert the working capital loans into Private Placement Warrants qualifies as an embedded derivative under FASB ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of income each reporting period until the loan is repaid or converted. The derivative is recorded as a debt discount and amortized over the life of the loan, in this instance to October 25, 2024. The fair value of the conversion feature into the Private Placement Warrants is determined by reference to the public trading of the nearly identical Public Warrants, considered a Level 2 observable input due to the low volume of trading activity. The following table presents information about the conversion feature of the Company’s Promissory Note that are measured at fair value on a recurring basis as of June 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. There was no such conversion feature to report as of December 31, 2023. Schedule of Warrant Liabilities at Fair Value on a Recurring Basis Description June 30, Quoted Prices Significant Significant Warrant liabilities at June 30, 2024 $ 88,000 $ — $ 88,000 $ — At inception of each of the four drawdowns under the Promissory Note, the fair value of the derivative liability and debt discount was approximately $ 160,000 0.10 0.07 45,000 115,000 0.05 88,000 Schedule of Promissory Note Face amount of Promissory Note $ 1,750,000 Less: debt discount at June 30, 2024 (115,000 ) Subtotal $ 1,635,000 Add: derivative liability at market at June 30, 2024 88,000 Promissory Note, net $ 1,723,000 Administrative Services Agreement: The Company has agreed to pay $ 10,000 30,000 60,000 30,000 In April 2024, in connection with the Purchase Agreement defined and discussed in Note 1, the Administrative Services Agreement was assigned to the New Sponsor and approximately $ 30,000 The Company pays the New Sponsor $ 10,000 Agreements with Management In April 2024, in connection with the Purchase Agreement defined and discussed in Note 1, all of the members of the Board of Directors and officers of the Company resigned. Also in April 2024, the Company appointed new officers and directors including a Chief Financial Officer and retained his services to be paid at the rate of $ 5,500 270,000 92,000 no Previously, effective November 27, 2022, the Board of Directors 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 was not a full-time employee and devoted 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 50,000 0 25,000 |
Warrant liabilities
Warrant liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities | |
Warrant liabilities | Note 7— Warrant liabilities As of June 30, 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 as of June 30, 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 June 30, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 500,000 $ — $ 500,000 $ — Private Placement Warrants $ 525,000 $ — $ 525,000 $ — Warrant liabilities at June 30, 2024 $ 1,025,000 $ — $ 1,025,000 $ — 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 six months ended June 30, 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 ($ 0.05 0.03 The warrant liabilities are not subject to qualified hedge accounting. |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 8— 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 As of both June 30, 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 no |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9— 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 5, pursuant to the Registration Rights Agreement executed in connection with the Public Offering. On April 19, 2024, the New Sponsor entered into a joinder to the Registration Rights Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation: | Basis of Presentation: The accompanying unaudited condensed 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 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 June 30, 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 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 for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024 (“2023 Form 10-K”). 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 (“FASB ASC 260”), “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the holders of Ordinary Shares 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 June 30, 2024 and 2023, the Company has two classes of ordinary 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 ordinary 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 June 30, 2024 For the three months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,526,000 ) $ (1,665,000 ) $ 470,000 $ 486,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 4,845,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.10 $ 0.10 For the six months ended June 30, 2024 For the six months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,525,000 ) $ (1,665,000 ) $ 1,071,000 $ 432,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 12,381,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.09 $ 0.09 |
Investments held in Trust Account: | Investments held in Trust Account: The Company complies with FASB ASC Topic 820 (“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. 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 23,626,000 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 Topic 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. As of June 30, 2024 and December 31, 2024, cash and cash equivalents totaled approximately $ 592,000 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, 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 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 June 30, 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 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 During the three and six months ended June 30, 2024, an underwriter representing 52.5 3,675,000 3,417,000 258,000 47.5 |
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 Topic 480 (“FASB ASB 480”), “Distinguishing Liabilities from Equity, 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, as of June 30, 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 June 30, 2024 736,000 — Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited) $ 23,626,000 2,089,996 |
Income Taxes: | Income Taxes: FASB ASC 740 (“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 The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740. 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 (“FASB ASC 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 observable inputs or a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the unaudited condensed 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 7. |
Stock-Based Compensation: | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. The Founder Shares were granted subject to certain performance conditions: the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation expenses are included in general and administrative expenses in the statement of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. |
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 unaudited condensed financial statements – See Note 1 regarding the further extension of time to complete a business combination from July 25, 2024 to October 25, 2024 made in July 2024. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 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 ordinary 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 June 30, 2024 For the three months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,526,000 ) $ (1,665,000 ) $ 470,000 $ 486,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 4,845,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.10 $ 0.10 For the six months ended June 30, 2024 For the six months ended June 30, 2023 Class A Class B Class A Class B Numerator: Allocation of (loss) income – basic and diluted $ (1,525,000 ) $ (1,665,000 ) $ 1,071,000 $ 432,000 Denominator: Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 12,381,000 5,000,000 Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.09 $ 0.09 |
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 June 30, 2024 736,000 — Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited) $ 23,626,000 2,089,996 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Short-Term Debt [Line Items] | |
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 as of June 30, 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 June 30, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 500,000 $ — $ 500,000 $ — Private Placement Warrants $ 525,000 $ — $ 525,000 $ — Warrant liabilities at June 30, 2024 $ 1,025,000 $ — $ 1,025,000 $ — 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 $ — |
Schedule of Promissory Note | Schedule of Promissory Note Face amount of Promissory Note $ 1,750,000 Less: debt discount at June 30, 2024 (115,000 ) Subtotal $ 1,635,000 Add: derivative liability at market at June 30, 2024 88,000 Promissory Note, net $ 1,723,000 |
Promissory Note [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Warrant Liabilities at Fair Value on a Recurring Basis | The following table presents information about the conversion feature of the Company’s Promissory Note that are measured at fair value on a recurring basis as of June 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. There was no such conversion feature to report as of December 31, 2023. Schedule of Warrant Liabilities at Fair Value on a Recurring Basis Description June 30, Quoted Prices Significant Significant Warrant liabilities at June 30, 2024 $ 88,000 $ — $ 88,000 $ — |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 6 Months Ended |
Jun. 30, 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 as of June 30, 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 June 30, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 500,000 $ — $ 500,000 $ — Private Placement Warrants $ 525,000 $ — $ 525,000 $ — Warrant liabilities at June 30, 2024 $ 1,025,000 $ — $ 1,025,000 $ — 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 ($) | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 19, 2024 | Nov. 22, 2023 | Jun. 28, 2023 | Apr. 14, 2023 | Oct. 25, 2021 | Feb. 10, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Jul. 24, 2024 | May 14, 2024 | Apr. 25, 2024 | Apr. 24, 2024 | 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 | |||||||||||||||||
Cash | $ 187,475,000 | |||||||||||||||||
Remaining Amount Held In Trust Account | $ 23,626,000 | $ 22,890,000 | ||||||||||||||||
Number of warrants | 20,500,000 | 20,500,000 | ||||||||||||||||
Borrowings | $ 225,000 | |||||||||||||||||
Trust account deposited | $ 209,000 | |||||||||||||||||
Term of restricted investments | 185 days | |||||||||||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | |||||||||||||||||
Share price | $ 10 | |||||||||||||||||
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% | |||||||||||||||||
Number of days prior to commencement | 2 days | |||||||||||||||||
Minimum net worth required for compliance | $ 5,000,001 | |||||||||||||||||
Number of days prior to consummation | 2 days | |||||||||||||||||
Per share value of restricted assets | $ 10.20 | |||||||||||||||||
Number of consecutive days | 30 days | |||||||||||||||||
MVLS | $ 50,000,000 | $ 35,000,000 | ||||||||||||||||
Cash and cash equivalents, at carrying value | $ 592,000 | $ 14,000 | ||||||||||||||||
Cash flows from operations | 1,238,000 | $ 456,000 | ||||||||||||||||
Payment of working capital | 1,750,000 | |||||||||||||||||
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] | ||||||||||||||||||
Trust account deposited | $ 209,000 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Borrowings | $ 2,500,000 | |||||||||||||||||
Sponsor Retained Shares [Member] | ||||||||||||||||||
Aggregate number of shares | 1,250,000 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Common stock, shares outstanding | 656,250 | |||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||
Debt instrument, face amount | 2,500,000 | |||||||||||||||||
Former Sponsor [Member] | ||||||||||||||||||
Loans payable | $ 525,000 | |||||||||||||||||
Former Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||
Cash consideration | $ 250,000 | |||||||||||||||||
Number of warrants issued | 10,500,000 | |||||||||||||||||
Number of warrants | 10,500,000 | 10,500,000 | ||||||||||||||||
Private Placement Warrants [Member] | Sponsor Retained Shares [Member] | ||||||||||||||||||
Subject to redemption | 200,000 | |||||||||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | Private Placement [Member] | ||||||||||||||||||
Cash consideration | $ 10,500,000 | |||||||||||||||||
Private Placement Warrants [Member] | Former Sponsor [Member] | ||||||||||||||||||
Number of warrants | 3,150,000 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||||||||||||||||
Number of shareholders elected to redeem | 167 | |||||||||||||||||
Aggregate number of shares | 17,910,004 | 17,910,004 | 17,910,004 | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Percentage of common stock | 89.60% | |||||||||||||||||
Common stock, shares outstanding | 1,300,000 | 1,300,000 | ||||||||||||||||
Stock issued during period shares conversion of units | 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 | |||||||||||||||||
Share price | $ 12 | |||||||||||||||||
Stock issued during period shares conversion of units | 1,300,000 | |||||||||||||||||
Common stock, shares issued | 3,389,996 | |||||||||||||||||
Proportion of common stock outstanding | 38.30% | |||||||||||||||||
Common Class A [Member] | Former Sponsor [Member] | ||||||||||||||||||
Number of shares | 1,300,000 | |||||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Share price | 9.20 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Stock issued during period, shares, acquisitions | 3,500,000 | |||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | 3,700,000 | 5,031,250 | ||||||||||||||
Number of warrants issued | 7,350,000 | |||||||||||||||||
Common stock, shares issued | 3,700,000 | 3,700,000 | ||||||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 | ||||||||||||||||
Issuance of shares to sponsor | 6,468,750 | |||||||||||||||||
Common stock, shares issued | 3,700,000 | |||||||||||||||||
Common Class B [Member] | Former Sponsor [Member] | ||||||||||||||||||
Aggregate number of shares | 36,000 | |||||||||||||||||
Number of shares | 164,000 | |||||||||||||||||
Issuance of shares to sponsor | 84,000 |
Entry into Merger Agreement (De
Entry into Merger Agreement (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | May 14, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 14, 2023 |
Debt conversion amount | $ 428 | |||
Common Class A [Member] | ||||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Common Class A [Member] | ||||
Allocation of income - basic and diluted | $ (1,526,000) | $ 470,000 | $ (1,525,000) | $ 1,071,000 |
Basic weighted average ordinary shares outstanding | 3,390,000 | 4,845,000 | 3,390,000 | 12,381,000 |
Diluted weighted average ordinary shares outstanding | 3,390,000 | 4,845,000 | 3,390,000 | 12,381,000 |
Basic net income per ordinary share | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Diluted net income per ordinary share | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Common Class B [Member] | ||||
Allocation of income - basic and diluted | $ (1,665,000) | $ 486,000 | $ (1,665,000) | $ 432,000 |
Basic weighted average ordinary shares outstanding | 3,700,000 | 5,000,000 | 3,700,000 | 5,000,000 |
Diluted weighted average ordinary shares outstanding | 3,700,000 | 5,000,000 | 3,700,000 | 5,000,000 |
Basic net income per ordinary share | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Diluted net income per ordinary share | $ (0.45) | $ 0.10 | $ (0.45) | $ 0.09 |
Schedule of Class A Ordinary Sh
Schedule of Class A Ordinary Shares Subject to Redemption (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Oct. 25, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Plus: Remeasurement of carrying value to redemption value at June 30, 2024 | $ 736,000 | $ 2,899,000 | ||||
Less: Payments to shareholders who elected to redeem 17,910,004 Class A Ordinary Shares in connection with the Extension on or around April 21, 2023 | $ (187,475,000) | |||||
Common Class A [Member] | ||||||
Gross proceeds of Public Offering | $ 200,000,000 | $ 200,000,000 | ||||
Subtotal at December 31, 2023, shares | 2,089,996 | 20,000,000 | 20,000,000 | 20,000,000 | 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 December 31, 2023 | $ 22,890,000 | $ 206,946,000 | $ 204,000,000 | |||
Plus: Remeasurement of carrying value to redemption value at June 30, 2024 | 736,000 | 3,419,000 | $ 2,946,000 | |||
Less: Payments to shareholders who elected to redeem 17,910,004 Class A Ordinary Shares in connection with the Extension on or around April 21, 2023 | $ (187,475,000) | |||||
Less: Payments to shareholders who elected to redeem 17,910,004 Class A Ordinary Shares in connection with the Extension on or around April 21, 2023, shares | (17,910,004) | |||||
Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited) | $ 23,626,000 | $ 22,890,000 | ||||
Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited, 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) - shares | 6 Months Ended | 12 Months Ended | |
Apr. 14, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common Class A [Member] | |||
Stock redeemed or called during period | 17,910,004 | 17,910,004 | 17,910,004 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 14, 2023 | Oct. 25, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Apr. 30, 2024 | Apr. 21, 2023 | Dec. 31, 2022 | Oct. 03, 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 | ||||||||||||
Cash | $ 187,475,000 | ||||||||||||
Assets held-in-trust, noncurrent | $ 23,626,000 | $ 23,626,000 | $ 22,890,000 | ||||||||||
Term of restricted investments | 185 days | ||||||||||||
Cash and cash equivalents | 592,000 | $ 592,000 | 14,000 | ||||||||||
Cash, FDIC insured amount | 250,000 | 250,000 | |||||||||||
Warrant liability issuance costs | 491,000 | ||||||||||||
Payment of fess to financial advisor | 175,000 | ||||||||||||
Deferred underwriting compensation | 3,675,000 | 3,675,000 | $ 7,000,000 | ||||||||||
Waived their right to their deferred underwriting compensation | 3,417,000 | 3,417,000 | |||||||||||
Warrant liability | $ 258,000 | $ 258,000 | |||||||||||
Deferred underwriting compensation forfeited, percentage | 47.50% | 47.50% | 47.50% | ||||||||||
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||||||
Interest and penalties, unrecognized tax benefits | $ 0 | $ 0 | $ 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 | ||||||||||||
Deferred compensation liability, percentage | 3.50% | 52.50% | 52.50% | 52.50% | |||||||||
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 | ||||||||||||
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 | 17,910,004 | 17,910,004 | ||||||||||
Percentage of common stock | 89.60% | ||||||||||||
Deferred underwriting compensation | $ 3,675,000 | $ 7,000,000 | |||||||||||
Public Offering (in shares) | 2,089,996 | 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 | 6 Months Ended | |||||
Oct. 03, 2022 | Oct. 25, 2021 | Dec. 31, 2021 | Jun. 30, 2024 | Apr. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2021 | |
Deferred underwriting compensation forfeited, percentage | 47.50% | 47.50% | |||||
Payment for underwriting expense | $ 7,000,000 | $ 3,675,000 | |||||
Deferred underwriting compensation liability | 3,325,000 | 3,725,000 | |||||
Non-current asset – Cash held in Trust Account | $ 23,626,000 | $ 22,890,000 | |||||
IPO [Member] | |||||||
Underwriting discount, percentage | 2% | ||||||
Payment for underwriting expense | $ 4,000,000 | ||||||
Deferred compensation liability, percentage | 3.50% | 52.50% | 52.50% | ||||
Deferred compensation liability, Noncurrent | $ 7,000,000 | $ 7,000,000 | |||||
Common Class A [Member] | |||||||
Payment for underwriting expense | $ 7,000,000 | $ 3,675,000 | |||||
Common Class A [Member] | Maximum [Member] | |||||||
Payment for underwriting expense | $ 0 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Stock issued during period, shares | 20,000,000 | ||||||
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 |
Schedule of Warrant Liabilities
Schedule of Warrant Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 1,025,000 | $ 615,000 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,025,000 | 615,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 500,000 | 300,000 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 525,000 | 315,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,025,000 | 615,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 500,000 | 300,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 525,000 | 315,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Recurring [Member] | Promissory Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 88,000 | |
Fair Value, Recurring [Member] | Promissory Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Fair Value, Recurring [Member] | Promissory Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 88,000 | |
Fair Value, Recurring [Member] | Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability |
Schedule of Promissory Note (De
Schedule of Promissory Note (Details) - Promissory Note [Member] | Jun. 30, 2024 USD ($) |
Short-Term Debt [Line Items] | |
Face amount of Promissory Note | $ 1,750,000 |
Less: debt discount at June 30, 2024 | (115,000) |
Subtotal | 1,635,000 |
Add: derivative liability at market at June 30, 2024 | 88,000 |
Promissory Note, net | $ 1,723,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Apr. 19, 2024 | Oct. 25, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Feb. 28, 2021 | Feb. 10, 2021 | Apr. 30, 2024 | Dec. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 24, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Nov. 22, 2023 | Jun. 29, 2023 | Apr. 14, 2023 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock price | $ 10 | ||||||||||||||||||
Notes payable | $ 250,000 | ||||||||||||||||||
Promissory note, outstanding amount | 1,750,000 | 1,750,000 | |||||||||||||||||
Accrued liabilities | $ 30,000 | $ 30,000 | |||||||||||||||||
Operating costs and expenses | 10,000 | ||||||||||||||||||
Professional fees paid | 5,500 | ||||||||||||||||||
Retention payment | 92,000 | $ 0 | 92,000 | $ 0 | |||||||||||||||
Compensation | 100,000 | ||||||||||||||||||
Two Staff [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Professional fees paid | $ 270,000 | ||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Retention payment | 0 | 25,000 | 25,000 | 50,000 | |||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, face amount | 1,750,000 | 1,750,000 | |||||||||||||||||
Long-term debt, gross | 1,635,000 | 1,635,000 | |||||||||||||||||
Working capital | $ 2,500,000 | ||||||||||||||||||
Derivative liability and debt discount | $ 160,000 | ||||||||||||||||||
Amortization of debt discount | 45,000 | 45,000 | |||||||||||||||||
Debt discount | 115,000 | 115,000 | |||||||||||||||||
Derivative liability | $ 88,000 | $ 88,000 | |||||||||||||||||
Promissory Note [Member] | Warrant [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock price | $ 0.05 | $ 0.05 | |||||||||||||||||
Derivative liability | $ 88,000 | $ 88,000 | |||||||||||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock price | $ 0.10 | ||||||||||||||||||
Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock price | 0.07 | ||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | |||||||||||||||||
Common stock, shares outstanding | 3,700,000 | 5,031,250 | 3,700,000 | 3,700,000 | 3,700,000 | ||||||||||||||
Common stock, shares, subject to forfeiture | 31,250 | ||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock, shares outstanding | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||||||||||
Price per warrant | $ 1 | ||||||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock price | $ 9.20 | $ 9.20 | |||||||||||||||||
Share price | 60% | 60% | |||||||||||||||||
Price threshold of exercise warrant price | $ 9.20 | $ 9.20 | |||||||||||||||||
Adjusted to price received, percentage | 115% | 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 | $ 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 | $ 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 | $ 240,000 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Debt instrument, face amount | $ 275,000 | $ 250,000 | |||||||||||||||||
Long-term debt, gross | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Debt instrument, interest rate, effective percentage | 0% | 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 “Note Maturity Date”) | ||||||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | $ 1 | |||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, face amount | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party transaction fees payable | $ 10,000 | $ 30,000 | $ 60,000 | $ 30,000 | $ 60,000 | ||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Class of warrants issued | 10,500,000 | ||||||||||||||||||
Price per warrant | $ 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 | |||||||||||||||||
Sponsor [Member] | Common Class A [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock, shares outstanding | 3,389,996 | ||||||||||||||||||
Minimum holding period for transfer, description | 1 year | ||||||||||||||||||
Stock price | $ 12 | $ 12 | |||||||||||||||||
Threshold trading days | 20 days | ||||||||||||||||||
Threshold consecutive trading days | 30 days | ||||||||||||||||||
Period after initial business combination | 150 days | ||||||||||||||||||
Former Sponsor [Member] | Working Capital Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Price per warrant | $ 1 | $ 1 | |||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Former Sponsor [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Issuance of ordinary shares | 84,000 |
Warrant liabilities (Details Na
Warrant liabilities (Details Narrative) - $ / shares | Jun. 30, 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 | $ 0.05 | $ 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 ($) | 6 Months Ended | 12 Months Ended | |||||||||||
Nov. 22, 2023 | Apr. 14, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | May 14, 2024 | Apr. 19, 2024 | 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 | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||
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 | $ 0.0001 | |||||||||
Number of shareholders elected to redeem | 167 | ||||||||||||
Stock redeemed or called during period | 17,910,004 | 17,910,004 | 17,910,004 | ||||||||||
Percentage of common stock | 89.60% | ||||||||||||
Conversion shares | 1,300,000 | ||||||||||||
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 | $ 0.0001 | ||||||||||
Common stock, shares issued | 3,700,000 | 3,700,000 | |||||||||||
Common stock, shares outstanding | 3,700,000 | 3,700,000 | 3,700,000 | 5,031,250 | |||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 3,700,000 | ||||||||||||
Common stock, shares outstanding | 3,700,000 | 4,312,500 |