Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41003 | ||
Entity Registrant Name | ONYX ACQUISITION CO. I | ||
Entity Central Index Key | 0001849548 | ||
Entity Tax Identification Number | 95-1584432 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 104 5th Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | (212) | ||
Local Phone Number | 974-2844 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 45,510,403 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Hartford, CT | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share, and one-half of one redeemable warrant | |||
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 | ONYXU | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 7,945,461 | ||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Class A Ordinary Shares included as part of the Units | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the Units | ||
Trading Symbol | ONYX | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | ONYXW | ||
Security Exchange Name | NASDAQ | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 0 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 44,165 | $ 377,526 |
Prepaid expenses | 95,950 | 400,400 |
Total current assets | 140,115 | 777,926 |
Cash and marketable securities held in Trust Account | 22,316,346 | 273,539,825 |
TOTAL ASSETS | 22,456,461 | 274,317,751 |
Current liabilities | ||
Accrued offering costs and expenses | 2,368,974 | 1,419,410 |
Promissory note – related party | 1,385,000 | |
Total current liabilities | 3,753,974 | 1,419,410 |
Deferred underwriting commissions | 11,270,000 | 11,270,000 |
TOTAL LIABILITIES | 15,023,974 | 12,689,410 |
Class A ordinary shares subject to possible redemption, 2,011,826 and 26,450,000 shares at $11.09 and $10.34 redemption value at December 31, 2023 and 2022, respectively | 22,316,346 | 273,539,825 |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (14,884,520) | (11,912,145) |
TOTAL SHAREHOLDERS’ DEFICIT | (14,883,859) | (11,911,484) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 22,456,461 | 274,317,751 |
Common Class A [Member] | ||
Current liabilities | ||
Common Stock, Value, Issued | 661 | |
Common Class B [Member] | ||
Current liabilities | ||
Common Stock, Value, Issued | $ 661 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 29, 2024 | Dec. 31, 2023 | Jul. 21, 2023 | Feb. 01, 2023 | Jan. 26, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Nov. 05, 2021 |
Temporary Equity, Shares Outstanding | 2,011,826 | 26,450,000 | 26,450,000 | 26,450,000 | ||||||
Temporary Equity, Redemption Price Per Share | $ 11.13 | $ 11.09 | $ 10.83 | $ 10.36 | $ 10.34 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||
Common Stock, Shares, Outstanding | 4,210,028 | 6,612,500 | ||||||||
Common Class A [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||
Common Stock, Shares, Outstanding | 7,945,461 | 6,612,500 | 8,624,326 | 0 | ||||||
Common Class B [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||
Common Stock, Shares, Outstanding | 0 | 6,612,500 | ||||||||
Common Stock, Shares, Issued | 0 | 6,612,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs | $ 2,252,375 | $ 1,700,177 |
Loss from operations | (2,252,375) | (1,700,177) |
Other income: | ||
Interest earned on cash and marketable securities held in Trust Account | 2,470,446 | 3,749,825 |
Total other income | 2,470,446 | 3,749,825 |
Net income | $ 218,071 | $ 2,049,648 |
Common Class A [Member] | ||
Other income: | ||
Weighted Average Number of Shares Issued, Basic | 4,848,717 | 26,450,000 |
Earnings Per Share, Basic | $ 0.06 | |
Common Class A Redeemable [Member] | ||
Other income: | ||
Earnings Per Share, Basic | $ 0.02 | $ 0.06 |
Common Class A Non Redeemable [Member] | ||
Other income: | ||
Weighted Average Number of Shares Issued, Basic | 6,141,473 | |
Earnings Per Share, Basic | $ 0.02 | |
Common Class B [Member] | ||
Other income: | ||
Weighted Average Number of Shares Issued, Basic | 471,027 | 6,612,500 |
Earnings Per Share, Basic | $ 0.02 | $ 0.06 |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A Redeemable [Member] | ||
Weighted Average Number of Shares Outstanding, Diluted | 4,848,717 | 26,450,000 |
Earnings Per Share, Diluted | $ 0.02 | $ 0.06 |
Common Class A Non Redeemable [Member] | ||
Weighted Average Number of Shares Outstanding, Diluted | 6,141,473 | |
Earnings Per Share, Diluted | $ 0.02 | |
Common Class B [Member] | ||
Weighted Average Number of Shares Outstanding, Diluted | 471,027 | 6,612,500 |
Earnings Per Share, Diluted | $ 0.02 | $ 0.06 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 661 | $ (10,211,968) | $ (10,211,307) | ||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 6,612,500 | ||||||
Accretion of Class A ordinary shares subject to possible redemption | (3,749,825) | (3,749,825) | |||||
Net income | 2,049,648 | 2,049,648 | |||||
Ending balance, value at Dec. 31, 2022 | $ 661 | (11,912,145) | (11,911,484) | ||||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 6,612,500 | 0 | 6,612,500 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (3,190,446) | (3,190,446) | |||||
Net income | 218,071 | 218,071 | |||||
Conversion of Class B shares to Class A shares | $ 661 | $ (661) | |||||
Conversion of Class B shares to Class A shares | 6,612,500 | ||||||
Conversion of Class B shares to Class A shares | (6,612,500) | ||||||
Ending balance, value at Dec. 31, 2023 | $ 661 | $ (14,884,520) | $ (14,883,859) | ||||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 6,612,500 | 6,612,500 | 0 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 218,071 | $ 2,049,648 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on cash held in Trust Account | (2,470,446) | (3,749,825) |
Changes in operating assets and liabilities: | ||
Prepaid assets | 304,450 | 466,070 |
Accounts payable and accrued expenses | 949,564 | 829,924 |
Net cash used in operating activities | (998,361) | (404,183) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 254,413,925 | |
Investments held in Trust Account | (720,000) | |
Net cash used in investing activities | 253,693,925 | |
Cash flows from financing activities: | ||
Proceeds from note payable-related party | 1,385,000 | |
Redemption of ordinary shares | (254,413,925) | |
Net cash provided by financing activities | (253,028,925) | |
Net change in cash | (333,361) | (404,183) |
Cash, beginning of the year | 377,526 | 781,709 |
Cash, end of year | 44,165 | 377,526 |
Supplemental disclosure of cash flow information: | ||
Accretion of Class A ordinary shares subject to possible redemption | $ 3,190,446 | $ 3,749,825 |
NOTE 1 _ ORGANIZATION AND BUSIN
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS | Organization and General Onyx Acquisition Co. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2023 relates to the Company’s formation, initial public offering (“IPO”), which is described below, and the search for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is Onyx Acquisition Sponsor Co. LLC, a Cayman Islands limited liability company (the “Sponsor”). On November 5, 2021, the Company consummated its IPO of 26,450,000 one 0.0001 one-half of one one 11.50 10.00 264,500,000 Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 12,190,000 1.00 12,190,000 30 five Upon the closing of the IPO and the private placement, $ 269,790,000 10.20 F-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 Upon the closing of the IPO and the simultaneous private placement, a total of $ 269,790,000 10.20 185 100 10.20 The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. F-8 The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 4). These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Proposed Transaction is expected to be valued at an Enterprise Value of approximately $ 1 The Company will have only until November 5, 2024 to consummate an initial Business Combination (the “Combination Period”), as noted per the extension on January 29, 2024. If the Company fails to consummate an initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $ 100,000 5,000,001 22,239,972 10.36 230,611,860 4,210,028 6,612,500 42,927,964 The Sponsor agreed to contribute (each 120,000 0.035 On February 7, 2023, the Company issued a promissory note in the principal amount of up to $ 720,000 2,198,202 10.83 23,802,065 2,011,826 6,612,500 8,624,326 On October 24, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, since the Company’s Form 10-Q for the period ended June 30, 2023 reported total holders below the round lot holder requirement under Nasdaq Listing Rule 5450(a)(2), the Company no longer complies with Nasdaq’s Listing Rules. On December 7, 2023, the Listing Qualifications Department of the Nasdaq granted the Company an extension to regain compliance with Nasdaq Listing Rule 5450(a)(2) on or before April 22, 2024. The Notice does not impact the listing of the Company’s Class A ordinary shares on the Nasdaq Global Market at this time 1,470,000 1,385,000 720,000 On January 29, 2024, the Company held an extraordinary general meeting of shareholders (the “January 2024 Meeting”) at which the Company’s shareholders approved a proposal to amend the Articles. The proposal extended the date by which the Company has to consummate a Business Combination from February 7, 2024 to November 5, 2024 (the “Third Extension Amendment Proposal,” and, together with the First Extension Amendment Proposal and Second Extension Amendment Proposal, the “Extension Amendment Proposals”). 678,865 11.13 7,600,000 7,553,041 1,332,961 6,612,500 7,945,461 The Sponsor and each member of the Company’s management team have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), (ii) waive their redemption rights with respect to their Founder Shares and any Class A ordinary shares in connection with a shareholder vote to approve an amendment to the Company’s Articles (A) that would modify the substance or timing of the Company’s obligation to provide Public Shareholders the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party (other than the Company’s independent auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $ 10.20 10.20 F-9 Risks and Uncertainties Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had cash of $ 44,165 3,613,859 The Company’s liquidity needs up to November 5, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 104,808 no Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company is within 12 These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTE 2 _ SIGNIFICANT ACCOUNTING
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). F-10 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a 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. This may make the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires 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 at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 44,165 377,526 no Investments Held in Trust Account As of December 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 F-11 The carrying value, gross unrealized holding loss and fair value of held-to-maturity securities on December 31, 2022 are as follows: Carrying Gross Fair Value December 31, 2022 Investments held in Trust Account $ 273,539,825 $ — $ 273,539,825 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares issued and outstanding during the period. The Company has two classes of stock, Class A ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A ordinary shares, and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. The calculation of diluted income per share of ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Class A Non-Redeemable Class A Class B Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 92,256 $ 116,853 $ 8,962 $ 1,639,718 $ 409,930 Denominator: Basic and diluted weighted average ordinary share outstanding 4,848,717 6,141,473 471,027 26,450,000 6,612,500 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in 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. F-12 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes.” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. F-13 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no no There is currently no Ordinary Shares Subject to Possible Redemption All of the 26,450,000 25,117,039 260,426,817 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. For the years ended December 31, 2023 and 2022, the changes in Class A ordinary shares subject to possible redemption are as follows: Class A ordinary shares subject to possible redemption Shares Amount January 1, 2022 26,450,000 $ 269,790,000 Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,749,825 December 31, 2022 26,450,000 $ 273,539,825 January 1, 2023 26,450,000 $ 273,539,825 Less: Redemptions (24,438,174) (254,413,925) Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,190,446 December 31, 2023 2,011,826 $ 22,316,346 F-14 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s 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. |
Carrying Value, Gross Unrealize
Carrying Value, Gross Unrealized Holdings Loss and Fair Value of Held To Maturity Securities | Dec. 31, 2022 USD ($) |
Cash and Cash Equivalents [Abstract] | |
US Government Securities, at Carrying Value | $ 273,539,825 |
Debt Securities, Held-to-Maturity, Unrealized Loss Position, Accumulated Loss | |
Debt Securities, Held-to-Maturity, Fair Value | $ 273,539,825 |
Calculation of Basic and Dilute
Calculation of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A Redeemable [Member] | ||
Allocation of net income - basic and diluted | $ 92,256 | $ 1,639,718 |
Basic and diluted weighted average ordinary share outstanding | 4,848,717 | 26,450,000 |
Basic and diluted net income per ordinary share | $ 0.02 | $ 0.06 |
Common Class A Non Redeemable [Member] | ||
Allocation of net income - basic and diluted | $ 116,853 | |
Basic and diluted weighted average ordinary share outstanding | 6,141,473 | |
Basic and diluted net income per ordinary share | $ 0.02 | |
Common Class B [Member] | ||
Allocation of net income - basic and diluted | $ 8,962 | $ 409,930 |
Basic and diluted weighted average ordinary share outstanding | 471,027 | 6,612,500 |
Basic and diluted net income per ordinary share | $ 0.02 | $ 0.06 |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption - USD ($) | 12 Months Ended | 13 Months Ended | ||||||
Jan. 29, 2024 | Jul. 21, 2023 | Jan. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 29, 2024 | Jan. 01, 2023 | Jan. 01, 2022 | |
Statement of Financial Position [Abstract] | ||||||||
Temporary Equity, Shares Outstanding | 2,011,826 | 26,450,000 | 26,450,000 | 26,450,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 22,316,346 | $ 273,539,825 | $ 273,539,825 | $ 269,790,000 | ||||
Temporary Equity, Accretion to Redemption Value | $ 3,190,446 | $ 3,749,825 | ||||||
Temporary Equity Shares Redeemed | 678,865 | 2,198,202 | 22,239,972 | (24,438,174) | 25,117,039 | |||
Temporary Equity Value Redeemed | $ 7,600,000 | $ 23,802,065 | $ 230,611,860 | $ (254,413,925) | $ 260,426,817 |
NOTE 3 _ PRIVATE PLACEMENT
NOTE 3 — PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Note 3 Private Placement | |
NOTE 3 — PRIVATE PLACEMENT | NOTE 3 — PRIVATE PLACEMENT On November 5, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 12,190,000 1.00 12,190,000 one 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. F-15 |
NOTE 4 _ RELATED PARTY TRANSACT
NOTE 4 — RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
NOTE 4 — RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares In 2021, the Sponsor acquired 6,612,500 0.0001 25,000 30,000 In January 2023, the Founder Shares were converted into non-redeemable Class A ordinary shares (see Note 6). The Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell any of their Founder Shares (including the non-redeemable Class A ordinary shares) until the earliest of (A) one 12.00 20 30 150 Promissory Note — Related Party On February 7, 2023, the Company issued a non-interest bearing, unsecured promissory note in an aggregate principal amount of up to $ 720,000 120,000 On November 3, 2023, the Company amended and restated the Extension Note (hereinafter, the “Restated Note”) increasing the aggregate principal amount to $ 1,470,000 1,385,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 F-16 Administrative Fees From the date of the IPO, an affiliate of the Sponsor provides members of the management team office space, secretarial and administrative services at no |
NOTE 5 _ COMMITMENTS AND CONTIN
NOTE 5 — COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 5 — COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares issuable upon exercise of the Private Placement Warrants, 30 five one Except as described herein, the Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (A) one 12.00 20 30 150 Underwriting Agreement The underwriters are entitled to deferred underwriting commissions of $ 0.40 23,000,000 0.60 3,450,000 11,270,000 On March 1, 2023, the Company entered into an amendment to the underwriting agreement relating to its IPO where the underwriters have agreed to reduce the commission payable from $ 11,270,000 5,640,000 3,306,250 80 3,000,000 2,640,000 10 70 80 3,880,000 1,760,000 10 60 70 4,760,000 880,000 10 60 5,640,000 0 |
NOTE 6 _ SHAREHOLDERS_ DEFICIT
NOTE 6 — SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
NOTE 6 — SHAREHOLDERS’ DEFICIT | NOTE 6 — SHAREHOLDERS’ DEFICIT Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 2,011,826 26,450,000 F-17 On January 26, 2023, the holders of the Company’s outstanding Founder Shares converted all of the Founder Shares into Class A ordinary shares. Notwithstanding the conversions, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares issued upon conversion of the Founder Shares. At December 31, 2023 and December 31, 2022, there were 6,612,500 0 Class B ordinary shares 50,000,000 0.0001 0 6,612,500 Ordinary shareholders of record are entitled to one Warrants 30 12 The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $ 18.00 20 30 F-18 The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A ordinary shares for the five third The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities in connection with the closing of an initial Business Combination at a Newly Issued Price (as defined below) of less than $ 9.20 60 20 9.20 115 18.00 180 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 At December 31, 2023 and 2022, the Company had 13,225,000 12,190,000 |
NOTE 7 _ SUBSEQUENT EVENTS
NOTE 7 — SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
NOTE 7 — SUBSEQUENT EVENTS | NOTE 7 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
NOTE 2 _ SIGNIFICANT ACCOUNTI_2
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a 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. This may make the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires 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 at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 44,165 377,526 no |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 F-11 The carrying value, gross unrealized holding loss and fair value of held-to-maturity securities on December 31, 2022 are as follows: Carrying Gross Fair Value December 31, 2022 Investments held in Trust Account $ 273,539,825 $ — $ 273,539,825 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Net Income per Ordinary Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares issued and outstanding during the period. The Company has two classes of stock, Class A ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A ordinary shares, and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. The calculation of diluted income per share of ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Class A Non-Redeemable Class A Class B Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 92,256 $ 116,853 $ 8,962 $ 1,639,718 $ 409,930 Denominator: Basic and diluted weighted average ordinary share outstanding 4,848,717 6,141,473 471,027 26,450,000 6,612,500 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in 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. F-12 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Financial Instruments | Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes.” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. F-13 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no no There is currently no |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 26,450,000 25,117,039 260,426,817 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. For the years ended December 31, 2023 and 2022, the changes in Class A ordinary shares subject to possible redemption are as follows: Class A ordinary shares subject to possible redemption Shares Amount January 1, 2022 26,450,000 $ 269,790,000 Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,749,825 December 31, 2022 26,450,000 $ 273,539,825 January 1, 2023 26,450,000 $ 273,539,825 Less: Redemptions (24,438,174) (254,413,925) Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,190,446 December 31, 2023 2,011,826 $ 22,316,346 F-14 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s 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. |
NOTE 2 _ SIGNIFICANT ACCOUNTI_3
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Carrying Value, Gross Unrealized Holdings Loss and Fair Value of Held To Maturity Securities | Carrying Gross Fair Value December 31, 2022 Investments held in Trust Account $ 273,539,825 $ — $ 273,539,825 |
Calculation of Basic and Diluted Net Income Per Ordinary Share | For the Year Ended December 31, 2023 2022 Redeemable Class A Non-Redeemable Class A Class B Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 92,256 $ 116,853 $ 8,962 $ 1,639,718 $ 409,930 Denominator: Basic and diluted weighted average ordinary share outstanding 4,848,717 6,141,473 471,027 26,450,000 6,612,500 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 |
Class A Ordinary Shares Subject to Possible Redemption | Class A ordinary shares subject to possible redemption Shares Amount January 1, 2022 26,450,000 $ 269,790,000 Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,749,825 December 31, 2022 26,450,000 $ 273,539,825 January 1, 2023 26,450,000 $ 273,539,825 Less: Redemptions (24,438,174) (254,413,925) Plus: Accretion of Class A ordinary shares subject to possible redemption — 3,190,446 December 31, 2023 2,011,826 $ 22,316,346 |
NOTE 1 _ ORGANIZATION AND BUS_2
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 11 Months Ended | 12 Months Ended | 13 Months Ended | ||||||||||
Jan. 29, 2024 USD ($) $ / shares shares | Jul. 21, 2023 USD ($) $ / shares shares | Jan. 26, 2023 USD ($) $ / shares shares | Nov. 05, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 29, 2024 USD ($) $ / shares shares | Nov. 03, 2023 USD ($) | Feb. 07, 2023 USD ($) $ / shares | Feb. 01, 2023 USD ($) shares | Jan. 18, 2023 USD ($) | Feb. 19, 2021 USD ($) | |
[custom:BusinessCombinationNumberOfEntitesMinimum] | one | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 11.13 | $ 10.83 | $ 10.36 | $ 11.09 | $ 10.34 | $ 11.13 | |||||||
[custom:BusinessCombinationConditionPercentageAssets] | 80 | ||||||||||||
[custom:BusinessCombinationConditionOwnershipThreshold] | 5,000% | ||||||||||||
[custom:TrustAccountSecuritiesMaturityDurationRestriction] | 185 days | ||||||||||||
[custom:TemporaryEquityPercentSharesSubjectToRedemption] | 10,000% | ||||||||||||
[custom:ProposedTransactionEnterpriseValue-0] | $ 0.00 | ||||||||||||
[custom:MaximumDissolutionExpense] | $ 100,000 | ||||||||||||
[custom:RedemptionLimitationAmount-0] | $ 5,000,001 | ||||||||||||
[custom:TemporaryEquitySharesRedeemed] | shares | 678,865 | 2,198,202 | 22,239,972 | (24,438,174) | 25,117,039 | ||||||||
[custom:TemporaryEquityValueRedeemed] | $ 7,600,000 | $ 23,802,065 | $ 230,611,860 | $ (254,413,925) | $ 260,426,817 | ||||||||
Common Stock, Shares, Outstanding | shares | 6,612,500 | 4,210,028 | |||||||||||
Asset, Held-in-Trust, Noncurrent | 22,316,346 | 273,539,825 | $ 42,927,964 | ||||||||||
[custom:SponsorContributionAmountAggregate-0] | $ 120,000 | ||||||||||||
[custom:SponsorContributionAmountPerShare-0] | $ / shares | $ 0.035 | ||||||||||||
Debt Instrument, Face Amount | $ 1,470,000 | $ 720,000 | |||||||||||
Notes Payable, Current | 1,385,000 | ||||||||||||
[custom:PaymentsForInvestmentsHeldInTrustAccount] | 720,000 | ||||||||||||
[custom:TemporaryEquityValueRedeemedFromTrustAccount] | $ 7,553,041 | ||||||||||||
Cash | 44,165 | $ 377,526 | |||||||||||
[custom:WorkingCapitalDeficit-0] | 3,613,859 | ||||||||||||
[custom:WorkingCapitalLoansAmountOutstanding-0] | $ 0 | ||||||||||||
[custom:TimeDurationUntilMandatoryLiquidation-0] | 12 months | ||||||||||||
Sponsor Loan Note [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 1,470,000 | $ 104,808 | |||||||||||
Notes Payable, Current | $ 1,385,000 | ||||||||||||
Public Warrant [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | ||||||||||||
Private Placement Warrant [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 11.50 | ||||||||||||
Common Class A [Member] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common Stock, Shares, Outstanding | shares | 7,945,461 | 8,624,326 | 6,612,500 | 0 | 7,945,461 | ||||||||
Common Class A Redeemable [Member] | |||||||||||||
Common Stock, Shares, Outstanding | shares | 1,332,961 | 2,011,826 | 2,011,826 | 26,450,000 | 1,332,961 | ||||||||
Common Class A Non Redeemable [Member] | |||||||||||||
Common Stock, Shares, Outstanding | shares | 6,612,500 | 6,612,500 | 6,612,500 | 0 | 6,612,500 | ||||||||
Common Class B [Member] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock, Shares, Outstanding | shares | 0 | 6,612,500 | |||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 25,000 | ||||||||||||
IPO [Member] | |||||||||||||
[custom:UnitsIssuedDuringPeriodSharesNewIssues] | shares | 26,450,000 | ||||||||||||
[custom:NumberOfSharesIssuedPerUnit] | shares | 1 | ||||||||||||
[custom:NumberOfWarrantsIssuedPerUnit] | shares | 0.5 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 264,500,000 | ||||||||||||
[custom:SaleOfStockProceedsPlacedInTrustAccount-0] | $ 269,790,000 | ||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.20 | ||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||||||||||||
Private Placement [Member] | Private Placement Warrant [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||||||||||||
[custom:WarrantsIssuedDuringPeriodNewIssues] | shares | 12,190,000 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 1 | ||||||||||||
Proceeds from Issuance of Warrants | $ 12,190,000 | ||||||||||||
[custom:PrivatePlacementWarrantTransferRestriction] | 30 days | ||||||||||||
[custom:PrivatePlacementWarrantLockupBTIG] | five |
NOTE 2 _ SIGNIFICANT ACCOUNTI_4
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | 13 Months Ended | |||||||
Jan. 29, 2024 | Jul. 21, 2023 | Jan. 26, 2023 | Dec. 31, 2023 | Jan. 29, 2024 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Nov. 05, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash | $ 44,165 | $ 377,526 | |||||||
Restricted Cash and Cash Equivalents | $ 0 | 0 | |||||||
[custom:TrustAccountSecuritiesMaturityDurationRestriction] | 185 days | ||||||||
Cash, FDIC Insured Amount | $ 250,000 | ||||||||
Unrecognized Tax Benefits | 0 | 0 | |||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | $ 0 | |||||||
Current Foreign Tax Expense (Benefit) | $ 0 | ||||||||
Temporary Equity, Shares Outstanding | 2,011,826 | 26,450,000 | 26,450,000 | 26,450,000 | |||||
[custom:TemporaryEquitySharesRedeemed] | 678,865 | 2,198,202 | 22,239,972 | (24,438,174) | 25,117,039 | ||||
[custom:TemporaryEquityValueRedeemed] | $ 7,600,000 | $ 23,802,065 | $ 230,611,860 | $ (254,413,925) | $ 260,426,817 | ||||
IPO [Member] | Common Class A [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 26,450,000 |
NOTE 3 _ PRIVATE PLACEMENT (Det
NOTE 3 — PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrant [Member] | Nov. 05, 2021 USD ($) $ / shares shares |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 |
Private Placement [Member] | |
Class of Warrant or Right [Line Items] | |
[custom:WarrantsIssuedDuringPeriodNewIssues] | shares | 12,190,000 |
Sale of Stock, Price Per Share | $ / shares | $ 1 |
Proceeds from Issuance of Warrants | $ | $ 12,190,000 |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 |
NOTE 4 _ RELATED PARTY TRANSA_2
NOTE 4 — RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | 26 Months Ended | ||||||
Aug. 07, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | Nov. 03, 2023 | Feb. 07, 2023 | Dec. 31, 2022 | Oct. 04, 2021 | Feb. 19, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||
Debt Instrument, Face Amount | $ 1,470,000 | $ 720,000 | ||||||||
Notes Payable, Current | $ 1,385,000 | $ 1,385,000 | ||||||||
Convertible Debt | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 1 | ||||||||
Administrative Fees Expense | $ 0 | |||||||||
Founder Shares Holders [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
[custom:FounderSharesTradeRestrictionValueDaysNumerator] | 20 days | |||||||||
[custom:FounderSharesTradeRestrictionValueDaysDenominator] | 30 days | |||||||||
[custom:FounderSharesTradeRestrictionValueDaysCommencement] | 150 days | |||||||||
Sponsor Loan Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,470,000 | $ 104,808 | ||||||||
[custom:SponsorTrustAccountDepositAmount] | $ 120,000 | |||||||||
Notes Payable, Current | $ 1,385,000 | $ 1,385,000 | ||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 25,000 | |||||||||
[custom:FounderSharesTransferredToDirectors-0] | 30,000 | |||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 6,612,500 | |||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
[custom:FounderSharesTransferRestrictionPeriod] | 1 | |||||||||
[custom:FounderSharesTransferRestrictionSharePrice] | $ 12 |
NOTE 5 _ COMMITMENTS AND CONT_2
NOTE 5 — COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Nov. 05, 2021 | Dec. 31, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Deferred Underwriting Fees | $ 11,270,000 | $ 11,270,000 | ||
[custom:DeferredUnderwritingFeesReducedAmount-0] | $ 5,640,000 | |||
[custom:DeferredUnderwritingFeePerShareValue-0] | $ 10 | |||
Redemption Tanche 1 [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 8,000% | |||
[custom:DeferredUnderwritingFeeInCashValue-0] | $ 3,000,000 | |||
[custom:DeferredUnderwritingFeeInShareValue-0] | 2,640,000 | |||
Redemption Tanche 2 [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:DeferredUnderwritingFeeInCashValue-0] | 3,880,000 | |||
[custom:DeferredUnderwritingFeeInShareValue-0] | $ 1,760,000 | |||
Redemption Tanche 2 [Member] | Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 7,000% | |||
Redemption Tanche 2 [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 8,000% | |||
Redemption Tanche 3 [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:DeferredUnderwritingFeeInCashValue-0] | $ 4,760,000 | |||
[custom:DeferredUnderwritingFeeInShareValue-0] | $ 880,000 | |||
Redemption Tanche 3 [Member] | Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 6,000% | |||
Redemption Tanche 3 [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 7,000% | |||
Redemption Tanche 4 [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:DeferredUnderwritingFeeInCashValue-0] | $ 5,640,000 | |||
[custom:DeferredUnderwritingFeeInShareValue-0] | $ 0 | |||
Redemption Tanche 4 [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:TemporaryEquityRedemptionPercentage-0] | 6,000% | |||
Sponsor [Member] | Founder Shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:FounderSharesTransferRestrictionPeriod] | 1 | |||
[custom:FounderSharesTransferRestrictionSharePrice] | $ 12 | |||
[custom:FounderShareForfeitureConditionalAmountShares] | 3,306,250 | |||
Founder Shares Holders [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:FounderSharesTradeRestrictionValueDaysNumerator] | 20 days | |||
[custom:FounderSharesTradeRestrictionValueDaysDenominator] | 30 days | |||
[custom:FounderSharesTradeRestrictionValueDaysCommencement] | 150 days | |||
Base Offering [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:DeferredUnderwritingFeePayablePerUnit-0] | $ 0.40 | |||
[custom:UnitsIssuedDuringPeriodSharesNewIssues] | 23,000,000 | |||
Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:DeferredUnderwritingFeePayablePerUnit-0] | $ 0.60 | |||
[custom:UnitsIssuedDuringPeriodSharesNewIssues] | 3,450,000 | |||
Private Placement Warrant [Member] | Private Placement [Member] | ||||
Loss Contingencies [Line Items] | ||||
[custom:PrivatePlacementWarrantTransferRestriction] | 30 days | |||
[custom:PrivatePlacementWarrantLockupBTIG] | five | |||
[custom:PrivatePlacementWarrantDemandRightLimitation] | one |
NOTE 6 _ SHAREHOLDERS_ DEFICIT
NOTE 6 — SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2023 | Jan. 29, 2024 | Jul. 21, 2023 | Feb. 01, 2023 | Jan. 26, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | |
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 4,210,028 | 6,612,500 | ||||||
Common Stock, Voting Rights | one | |||||||
[custom:PublicWarrantExerciseTimeConditionBusinessCombination] | 30 days | |||||||
[custom:PublicWarrantExerciseTimeConditionInitialPublicOffering] | 12 months | |||||||
[custom:PublicWarrantRedemptionPricePerWarrant-0] | $ 0.01 | |||||||
[custom:WarrantRedemptionNoticePeriod] | 30 days | |||||||
[custom:WarrantRedemptionCommonShareValueCondition] | $ 18 | |||||||
[custom:WarrantRedemptionConditionShareValueNumerator] | 20 days | |||||||
[custom:WarrantRedemptionConditionShareValueDenominator] | 30 days | |||||||
[custom:WarrantAverageValueCalculationPeriod] | 5 | |||||||
[custom:WarrantAverageValueCalculationPeriodStartFromRedemptionNotice] | 3 | |||||||
[custom:BusinessCombinationNewIssuesPricePerShareMinimum] | $ 9.20 | |||||||
[custom:BusinessCombinationAggregateGrossProceedsTrigger] | 6,000% | |||||||
[custom:AverageTradingPriceMeasurementPeriod] | 20 days | |||||||
[custom:WarrantExercisePriceAdjustmentPercent] | 11,500% | |||||||
[custom:WarrantRedemptionCommonShareValueAdjustmentPercent] | 18,000% | |||||||
[custom:PrivateWarrantExerciseTimeConditionBusinessCombination] | 30 days | |||||||
Public Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants and Rights Outstanding | $ 13,225,000 | $ 13,225,000 | ||||||
Private Placement Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants and Rights Outstanding | $ 12,190,000 | $ 12,190,000 | ||||||
Common Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 6,612,500 | 7,945,461 | 8,624,326 | 0 | ||||
Common Class A Redeemable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 2,011,826 | 26,450,000 | ||||||
Common Stock, Shares, Outstanding | 2,011,826 | 1,332,961 | 2,011,826 | 26,450,000 | ||||
Common Class A Non Redeemable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 6,612,500 | 0 | ||||||
Common Stock, Shares, Outstanding | 6,612,500 | 6,612,500 | 6,612,500 | 0 | ||||
Common Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 0 | 6,612,500 | ||||||
Common Stock, Shares, Outstanding | 0 | 6,612,500 |