Onyx Acquisition Co. I (ONYX) 10-Q 23 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - $ / shares	3 Months Ended
	Mar. 31, 2024	May 16, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Registrant Name	ONYX ACQUISITION CO. I
Entity Central Index Key	0001849548
Entity Tax Identification Number	98-1584432
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 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 Common Stock, Shares Outstanding		7,945,461
Entity Listing, Par Value Per Share	$ 0.0001
Units Each Consisting Of One Class Ordinary Share 0. 0001 Par Value And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value
Trading Symbol	ONYXU
Security Exchange Name	NASDAQ
Class Ordinary Shares [Member]
Title of 12(b) Security	Class A Ordinary Shares
Trading Symbol	ONYX
Security Exchange Name	NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Class Ordinary Share At Exercise Price Of 11. 50 [Member]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share
Trading Symbol	ONYXW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 5,744	$ 44,165
Prepaid expenses	27,057	95,950
Total Current Assets	32,801	140,115
Cash and marketable securities held in Trust Account	14,954,547	22,316,346
TOTAL ASSETS	14,987,348	22,456,461
Current liabilities
Accrued offering costs and expenses	2,633,843	2,368,974
Promissory note - related party	1,435,000	1,385,000
Total Current Liabilities	4,068,843	3,753,974
Deferred underwriting commissions	11,270,000	11,270,000
TOTAL LIABILITIES	15,338,843	15,023,974
Class A ordinary shares subject to possible redemption, 1,332,961 and 2,011,826 shares at $11.22 and $11.09 redemption value at March 31, 2024 and December 31, 2023, respectively	14,954,547	22,316,346
Accumulated deficit	(15,306,703)	(14,884,520)
TOTAL SHAREHOLDERS’ DEFICIT	(15,306,042)	(14,883,859)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	14,987,348	22,456,461
Common Class A [Member]
Current liabilities
Class A ordinary shares subject to possible redemption, 1,332,961 and 2,011,826 shares at $11.22 and $11.09 redemption value at March 31, 2024 and December 31, 2023, respectively	14,954,547	22,316,346
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,612,500 shares issued and outstanding (excluding 1,332,961 and 2,011,826 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively	$ 661	$ 661

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Jan. 29, 2024	Jan. 01, 2024	Dec. 31, 2023	Jul. 21, 2023	Feb. 01, 2023	Jan. 01, 2023
Temporary Equity, Shares Outstanding	1,332,961		2,011,826	2,011,826			26,450,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000
Common Class A [Member]
Temporary Equity, Shares Outstanding	1,332,961			2,011,826
Temporary Equity, Redemption Price Per Share	$ 11.22	$ 11.13		$ 11.09	$ 10.83	$ 10.36
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Outstanding	6,612,500	7,945,461			8,624,326	4,210,028
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	50,000,000
Common Stock, Shares, Outstanding	0

Unaudited Condensed Satements o

Unaudited Condensed Satements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating costs	$ 422,183	$ 1,040,836
Loss from operations	(422,183)	(1,040,836)
Interest earned on cash and marketable securities held in Trust Account	191,242	1,299,066
Unrealized gain on marketable securities		32,876
Total other income	191,242	1,331,942
Net (loss) income	$ (230,941)	$ 291,106
Common Class A Non Redeemable Member
Basic and diluted weighted average shares outstanding, Class B ordinary shares	1,541,843	10,634,909
Basic and diluted net (loss) income per share, Class A ordinary shares (non-redeemable)	$ (0.03)	$ 0.02
Basic and diluted net income per share, Class B ordinary shares		$ 0.02
Common Class A Redeemable Member
Basic and diluted weighted average shares outstanding, Class A ordinary shares (non-redeemable)	6,612,500	4,702,222
Basic and diluted net income per share, Class B ordinary shares	$ (0.03)	$ 0.02
Common Class B [Member]
Basic and diluted weighted average shares outstanding, Class B ordinary shares		1,910,278
Basic and diluted net income per share, Class B ordinary shares		$ 0.02

Unaudited Condensed Statements

Unaudited Condensed Statements of Changes in Shareholders' Equity - USD ($)	Common Stock [Member] Common Class A Non Redeemable Member	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
Balance as of  January 1, 2023 at Dec. 31, 2022			$ 661		$ (11,912,145)			$ (11,911,484)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022			6,612,500
Accretion of Class A ordinary shares subject to possible redemption					(1,571,942)			(1,571,942)
Net income					291,106			291,106
Conversion of Class B shares to Class A shares	$ 661		$ (661)
Conversion of Stock, Shares Issued	6,612,500
Conversion of Stock, Shares Converted			(6,612,500)
Ending balance, value at Mar. 31, 2023	$ 661				(13,192,981)			(13,192,320)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2023	6,612,500
Balance as of  January 1, 2023 at Dec. 31, 2023	$ 661				(14,884,520)			(14,883,859)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2023	6,612,500
Accretion of Class A ordinary shares subject to possible redemption					(191,242)			(191,242)
Net income					(230,941)			(230,941)
Ending balance, value at Mar. 31, 2024	$ 661				$ (15,306,703)			$ (15,306,042)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2024	6,612,500					6,612,500	0

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (230,941)	$ 291,106
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(191,242)	(1,299,066)
Unrealized loss on marketable securities		(32,876)
Changes in operating assets and liabilities:
Prepaid expenses	68,893	73,388
Accounts payable and accrued expenses	264,869	730,597
Net cash flows used in operating activities	(88,421)	(236,851)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption	7,553,041	230,611,860
Purchases of investments held in Trust Account		(240,000)
Net cash flows provided by investing activities	7,553,041	230,371,860
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable-related party	50,000	300,000
Redemption of ordinary shares	(7,553,041)	(230,611,860)
Net cash flows used in financing activities	(7,503,041)	(230,311,860)
Net Change in Cash	(38,421)	(176,851)
Cash – Beginning of period	44,165	377,526	$ 377,526
Cash – End of period	5,744	200,675	44,165
Common Class A [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Accretion of Class A ordinary shares subject to possible redemption	$ 191,242	$ 1,571,942	$ 3,190,446

NOTE 1 _ ORGANIZATION AND BUSIN

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS	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 or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through March 31, 2024 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 a demand deposit 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 units (the “Units”). Each Unit consists of one one one one 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 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $12,190,000. The Private Placement Warrants, which were purchased by the Sponsor and BTIG, LLC (“BTIG”), are identical to the Public Warrants, except that if held by the Sponsor or BTIG or their permitted transferees, they are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial Business Combination. Additionally, the Private Placement Warrants held by BTIG are subject to the lock-up and registration rights limitations imposed by Financial Industry Regulatory Authority Rule 5110 and may not be exercised after five years from November 2, 2021. Upon the closing of the IPO and the private placement, $269,790,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A ordinary shares sold in the IPO, at their redemption value of $10.20 per share. 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% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 5 Upon the closing of the IPO and the simultaneous private placement, a total of $269,790,000, consisting of $10.20 per Unit sold in the IPO and a portion of the proceeds from the sale of the Private Placement Warrants, was placed in the Trust Account located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to an investment management trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO was not intended for persons seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares (the “Public Shareholders”) the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; or (iii) absent the completing an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the Public Shareholders as part of the redemption of the Public Shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company is deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the Public Shareholders may receive only approximately $10.20 per Public Share, or less than such amount in certain circumstances, on the liquidation of the Trust Account, and the warrants will expire worthless. To avoid being considered an Investment Company, in November 2023, funds in the Trust Account were placed in a demand deposit account. 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. 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.” Recent Developments On January 18, 2023, the Company issued a press release announcing that it is in advanced discussions with Helios Investment Partners about a potential business combination which would result in the creation of a new publicly listed energy transition infrastructure platform, Helios Energy Transition Infrastructure (“HETI”), focused on the development of natural gas and low-carbon energy infrastructure businesses and assets in Africa (the “Proposed Transaction”). The Proposed Transaction is expected to be valued at an Enterprise Value of approximately $1 billion, and the Company is targeting completion of the merger in the second half of 2024. There is no binding agreement with respect to the Proposed Transaction, and negotiations remain subject to significant contingencies, including the completion of due diligence, the negotiation and execution of a mutually acceptable definitive agreement, confirmation and documentation of fully committed financing, and requisite shareholder approvals. There can be no assurances that the Company will successfully negotiate a definitive agreement, or that the Proposed Transaction will be consummated. The Company will have only until November 5, 2024 to consummate an initial Business Combination (the “Combination Period”). 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 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. 6 On January 26, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extension Meeting”) at which the Company’s shareholders approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). The first proposal extended the date by which the Company has to consummate a Business Combination from February 5, 2023 to August 7, 2023 (the “First Extension Amendment Proposal”). The second proposal removed the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in its initial public offering (including any shares issued in exchange thereof) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The Extension Amendment Proposal and Redemption Limitation Amendment Proposal are described in more detail in the definitive proxy statement of the Company, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2022 (the “Proxy Statement”), as supplemented to date. Based on the results of the First Extension Meeting, the Sponsor agreed to contribute (each such contribution, a “Contribution”) into the trust account of the Company (such trust account, the “Trust Account”) the lesser of (x) an aggregate of $120,000 or (y) $0.035 per share for each public share that was not redeemed at the First Extension Meeting for each monthly period until August 7, 2023 (commencing on February 7, 2023 and ending on the 7th day of each subsequent month), or portion thereof, that is needed by the Company to complete its initial Business Combination. 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% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of Public Shareholders and, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame), and (iv) vote any Founder Shares held by them and any Public Shares purchased after the IPO (including in the open market and privately-negotiated transactions) in favor of the initial Business Combination. 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 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. In connection with the approval of the First Extension Amendment Proposal, holders of 22,239,972 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of $230,611,860. As a result, such amount was removed from the Trust Account on February 1, 2023 to pay the redeeming holders and 4,210,028 Class A ordinary shares were not redeemed. The remaining amount in the Trust Account immediately following the redemption payments was $42,927,964. On January 26, 2023, in connection with the First Extension Meeting, the holders of the Company’s outstanding Class B ordinary shares (the “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. On February 7, 2023, the Company issued a promissory note in the principal amount of up to $720,000 to the Sponsor (the “Extension Note”), evidencing the Company’s indebtedness with respect to the Contributions (the “Extension Loans”). The Extension Loans are unsecured and non-interest bearing, and will be repayable by the Company upon consummation of an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5, 2024, the Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On July 21, 2023, the Company held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved a proposal to amend the Articles. The proposal amended the date by which the Company has to consummate a business combination from August 7, 2023 to February 7, 2024 (the “Second Extension Amendment Proposal”). In connection with the Second Extension Meeting, holders of 2,198,202 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of $23,802,065. As a result, such amount was removed from the Trust Account to pay such holders and 2,011,826 Class A ordinary shares and 6,612,500 converted founder shares were left outstanding for a total of 8,624,326 Class A ordinary shares outstanding. On October 24, 2023, the Company received a written notice (the “Round Lot Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Staff”) 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. 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. The Restated Note may be drawn down by the Company from time to time prior to the consummation of an initial Business Combination. The Restated Note does not bear interest, matures on the date of consummation of an initial Business Combination and is subject to customary events of default. As of March 31, 2024, the Company has an outstanding balance of $1,435,000 under the Restated Note. For the three months ended March 31, 2024, the Company purchased an aggregate of $0 in investments in the Trust Account from the monthly Extension Loans. On January 29, 2024, the Company held an extraordinary general meeting of shareholders (the “Third Extension 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”). In connection with the Third Extension Meeting, holders of 678,865 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $7,600,000. As a result, $7,553,041 was removed from the Trust Account to pay such holders and 1,332,961 Class A ordinary shares (excluding 6,612,500 converted founder shares) remained outstanding, for a total of 7,945,461 shares outstanding. On April 5, 2024, the Company received a written notice (the “MVPHS Notice”) from the Staff notifying the Company that it did not meet the $15,000,000 minimum market value of publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) for the 30 On April 5, 2024, the Company also received a written notice (the “Public Float Notice”) from the Staff, notifying the Company that it no longer met the minimum 1,100,000 publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5450(b)(2)(B) (the “Public Float Standard”). Under applicable Nasdaq rules, the Company will have 45 calendar days to provide Nasdaq a plan to regain compliance with the continued listing requirements, and then, if the plan is accepted, an additional up to 180 calendar days from the date of the Public Float Notice, or until October 2, 2024, to regain compliance with the Public Float Standard. If the plan is not accepted, under Nasdaq Listing Rule 5815(a), the Company may appeal the decision to a Hearings Panel. There can be no assurance that any such appeal would be successful. In connection with the foregoing and the previously disclosed Round Lot Notice, the Company submitted an application for a transfer from the Nasdaq Global Market to the Nasdaq Capital Market on April 8, 2024. On April 26, 2024, the Company received written notice from the Staff stating that the Staff had approved the Company’s application to transfer the listing of its Class A ordinary shares, warrants, and units (the “Company’s Securities”) from the Nasdaq Global Market to the Nasdaq Capital Market. The Class A ordinary shares, warrants, and units will continue to trade under the symbols “ONYX,” “ONYXW,” and “ONYXU,” respectively, and trading of the Company’s Securities will be unaffected by the transfer. The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market. 7 Risks and Uncertainties The continuing military conflict between the Russian Federation and Ukraine, the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of these unaudited condensed financial statements. Liquidity, Capital Resources and Going Concern As of March 31, 2024, the Company had cash of $5,744 in its operating bank account and a working capital deficit of $4,036,042. The Company’s liquidity needs up to November 5, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 4) for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $104,808, which was paid in full on November 18, 2021 (see Note 4). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 4). As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans. In February and November 2023, the Company entered into unsecured promissory notes to the Sponsor with an aggregate borrowing capacity of $1,470,000. As of March 31, 2024 and December 31, 2023, the Company has an outstanding balance of $1,435,000 and $1,385,000 under the Restated Note, respectively. 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 months of its mandatory liquidation as of the date of filing this Quarterly Report on Form 10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or November 5, 2024, the date the Company is required to liquidate. 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. 8

NOTE 2 _ SIGNIFICANT ACCOUNTING

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the initial audited financial statements and notes thereto as filed with the SEC on March 29, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

Emerging Growth Company Status

Emerging Growth Company Status	3 Months Ended
	Mar. 31, 2024
Emerging Growth Company Status
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $5,744 and $44,165 of cash as of March 31, 2024 and December 31, 2023, respectively, and no cash equivalents. Investments Held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit account that generally has a readily determinable fair value. Interest earned is included in interest earned on cash and marketable securities held in the Trust Account in the accompanying statement of operations. 9 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. As of March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account, and management believes the Company was not exposed to significant risks on such account. Net (Loss) Income per Ordinary Share Net (loss) income per ordinary share is computed by dividing net (loss) 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 March 31, 2024, 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 (loss) income per ordinary share (in dollars, except per share amounts): For the three months ended March 31, 2024 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss - basic and diluted $ (43,667 ) $ (187,274 ) $ — Denominator: Basic and diluted weighted average ordinary shares outstanding 1,541,843 6,612,500 — Basic and diluted net loss per ordinary share $ (0.03 ) $ (0.03 ) $ — For the three months ended March 31, 2023 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 179,499 $ 79,365 $ 32,242 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,634,909 4,702,222 1,910,278 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 10 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. 11 Ordinary Shares Subject to Possible Redemption All of the 26,450,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with the SEC’s and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. 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. At March 31, 2024 and December 31, 2023, 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, 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 January 1, 2024 2,011,826 $ 22,316,346 Less: Redemptions (678,865) (7,553,041) Plus: Accretion of Class A ordinary shares subject to possible redemption — 191,242 March 31, 2024 1,332,961 $ 14,954,547 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. 12

Calculation of Basic and Dilute

Calculation of Basic and Diluted Net Income Per Ordinary Share - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common Class A Redeemable Member
Net Income (Loss) Available to Common Stockholders, Basic	$ (43,667)	$ 179,499
Weighted Average Number of Shares Outstanding, Basic	1,541,843	10,634,909
Earnings Per Share, Basic	$ (0.03)	$ 0.02
Common Class A Non Redeemable Member
Net Income (Loss) Available to Common Stockholders, Basic	$ (187,274)	$ 79,365
Weighted Average Number of Shares Outstanding, Basic	6,612,500	4,702,222
Earnings Per Share, Basic		$ 0.02

Calculation of Basic and Dilut

Calculation of Basic and Diluted Net Income Per Ordinary Share 2023 - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common Class A Redeemable Member
Net Income (Loss) Available to Common Stockholders, Basic	$ (43,667)	$ 179,499
Weighted Average Number of Shares Outstanding, Basic	1,541,843	10,634,909
Earnings Per Share, Basic	$ (0.03)	$ 0.02
Common Class A Non Redeemable Member
Net Income (Loss) Available to Common Stockholders, Basic	$ (187,274)	$ 79,365
Weighted Average Number of Shares Outstanding, Basic	6,612,500	4,702,222
Earnings Per Share, Basic		$ 0.02
Common Class B [Member]
Net Income (Loss) Available to Common Stockholders, Basic		$ 32,242
Weighted Average Number of Shares Outstanding, Basic		1,910,278
Earnings Per Share, Basic		$ 0.02

Class A ordinary shares subject

Class A ordinary shares subject to possible redemption - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 29, 2024	Jan. 01, 2024	Jul. 21, 2023	Feb. 01, 2023	Jan. 01, 2023
Temporary Equity, Shares Outstanding	1,332,961		2,011,826		2,011,826			26,450,000
Temporary Equity, Carrying Amount, Attributable to Parent	$ 14,954,547		$ 22,316,346		$ 22,316,346			$ 273,539,825
Temporary Equity Shares Redeemed					(678,865)			(24,438,174)
Temporary Equity Value Redeemed					$ (7,553,041)			$ (254,413,925)
Common Class A [Member]
Temporary Equity, Shares Outstanding	1,332,961		2,011,826
Temporary Equity, Carrying Amount, Attributable to Parent	$ 14,954,547		$ 22,316,346
Temporary Equity Shares Redeemed				678,865		2,198,202	22,239,972
Temporary Equity Value Redeemed				$ 7,600,000		$ 23,802,065	$ 230,611,860
Temporary Equity, Accretion to Redemption Value	$ 191,242	$ 1,571,942	$ 3,190,446

NOTE 3 _ PRIVATE PLACEMENT

NOTE 3 — PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2024
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 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor and BTIG, generating gross proceeds to the Company of $12,190,000. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (see Note 6). 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.

NOTE 4 _ RELATED PARTY TRANSACT

NOTE 4 — RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
NOTE 4 — RELATED PARTY TRANSACTIONS	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares In 2021, the Sponsor acquired 6,612,500 Class B ordinary shares, par value $0.0001, for $25,000 of consideration (the “Founder Shares”) and transferred 30,000 Founder Shares to each of the Company’s three independent directors. 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 year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and officers with respect to any Founder Shares. 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 to the Sponsor (the “Extension Note”) and the Sponsor deposited monthly principal amounts of $120,000 into the Trust Account from February 7, 2023 through August 7 2023. 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. Amounts drawn down under the Restated Note will be repayable by the Company upon consummation of an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5, 2024, the Restated Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by the Company from time to time prior to the consummation of the Company’s initial Business Combination. The Restated Note does not bear interest, matures on the date of consummation the Business Combination and is subject to customary events of default. As of March 31, 2024 and December 31, 2023, the Company has an outstanding balance of $1,435,000 and $1,385,000 under the Restated Note, respectively. 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 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company has no borrowings under the Working Capital Loans. 13 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 cost.

NOTE 5 _ COMMITMENTS AND CONTIN

NOTE 5 — COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
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 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, BTIG or its designees may not exercise their demand and “piggy-back” registration rights after five years after November 2, 2021 and may not exercise their demand rights on more than one occasion. 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 year after the completion of an initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. Such transfer restrictions are referred to as the lock-up. Underwriting Agreement The underwriters are entitled to deferred underwriting commissions of $0.40 per Unit on the 23,000,000 Units issued in the base offering and $0.60 per Unit on the 3,450,000 overallotment Units for a total of $11,270,000. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO. 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 to $5,640,000 upon the closing of the proposed Business Combination and the forfeiture of 3,306,250 Founder Shares to the Company. Upon the Closing, the deferred underwriting commissions will be paid to the underwriters as follows based on the percentage of redemptions of Class A ordinary shares by public shareholders: (1) 80% or more redemptions: $3,000,000 in cash and $2,640,000 in Class A ordinary shares (at $10 per share), (2) 70% or more, but less than 80% redemptions: $3,880,000 in cash and $1,760,000 in Class A ordinary shares (at $10 per share), (3) 60% or more, but less than 70% redemptions: $4,760,000 in cash and $880,000 in Class A ordinary shares (at $10 per share), and (4) less than 60% redemptions: $5,640,000 in cash and $0 in Class A ordinary shares.

NOTE 6 _ SHAREHOLDERS_ DEFICIT

NOTE 6 — SHAREHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
NOTE 6 — SHAREHOLDERS’ DEFICIT	NOTE 6 — SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares 14 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 March 31, 2024 and December 31, 2023, there were 6,612,500 non-redeemable Class A ordinary shares issued and outstanding. Class B ordinary shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Warrants 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 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. 15 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 -day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. The Company may not redeem the warrants when a holder may not exercise such warrants. 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 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. 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 days after the completion of a Business Combination, subject to certain limited exceptions. At March 31, 2024 and December 31, 2023, the Company had 13,225,000 Public Warrants and 12,190,000 Private Placement Warrants outstanding.

NOTE 7 _ SUBSEQUENT EVENTS

NOTE 7 — SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Note 7 Subsequent Events
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 unaudited condensed financial statements were issued. Based upon this review, other than described within these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

NOTE 2 _ SIGNIFICANT ACCOUNTI_2

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the initial audited financial statements and notes thereto as filed with the SEC on March 29, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

Emerging Growth Company Status

Emerging Growth Company Status (Policies)	3 Months Ended
	Mar. 31, 2024
Emerging Growth Company Status
Use of Estimates	Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $5,744 and $44,165 of cash as of March 31, 2024 and December 31, 2023, respectively, and no cash equivalents.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit account that generally has a readily determinable fair value. Interest earned is included in interest earned on cash and marketable securities held in the Trust Account in the accompanying statement of operations. 9
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. As of March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account, and management believes the Company was not exposed to significant risks on such account.
Net (Loss) Income per Ordinary Share	Net (Loss) Income per Ordinary Share Net (loss) income per ordinary share is computed by dividing net (loss) 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 March 31, 2024, 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 (loss) income per ordinary share (in dollars, except per share amounts): For the three months ended March 31, 2024 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss - basic and diluted $ (43,667 ) $ (187,274 ) $ — Denominator: Basic and diluted weighted average ordinary shares outstanding 1,541,843 6,612,500 — Basic and diluted net loss per ordinary share $ (0.03 ) $ (0.03 ) $ — For the three months ended March 31, 2023 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 179,499 $ 79,365 $ 32,242 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,634,909 4,702,222 1,910,278 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 10
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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. 11
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption All of the 26,450,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with the SEC’s and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. 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. At March 31, 2024 and December 31, 2023, 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, 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 January 1, 2024 2,011,826 $ 22,316,346 Less: Redemptions (678,865) (7,553,041) Plus: Accretion of Class A ordinary shares subject to possible redemption — 191,242 March 31, 2024 1,332,961 $ 14,954,547
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. 12

Emerging Growth Company Statu_2

Emerging Growth Company Status (Tables)	3 Months Ended
	Mar. 31, 2024
Emerging Growth Company Status
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	For the three months ended March 31, 2024 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss - basic and diluted $ (43,667 ) $ (187,274 ) $ — Denominator: Basic and diluted weighted average ordinary shares outstanding 1,541,843 6,612,500 — Basic and diluted net loss per ordinary share $ (0.03 ) $ (0.03 ) $ —
Calculation of Basic and Diluted Net Income Per Ordinary Share 2023	For the three months ended March 31, 2023 Redeemable Class A Non-Redeemable Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic and diluted $ 179,499 $ 79,365 $ 32,242 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,634,909 4,702,222 1,910,278 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02
Class A ordinary shares subject to possible redemption	Class A ordinary shares subject to possible redemption Shares Amount 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 January 1, 2024 2,011,826 $ 22,316,346 Less: Redemptions (678,865) (7,553,041) Plus: Accretion of Class A ordinary shares subject to possible redemption — 191,242 March 31, 2024 1,332,961 $ 14,954,547

NOTE 1 _ ORGANIZATION AND BUS_2

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)			3 Months Ended
	Apr. 05, 2024	Nov. 05, 2021	Mar. 31, 2024	Jan. 29, 2024	Jan. 01, 2024	Dec. 31, 2023	Nov. 03, 2023	Jul. 21, 2023	Feb. 07, 2023	Feb. 01, 2023	Jan. 26, 2023	Jan. 01, 2023	Nov. 18, 2021
Subsidiary, Sale of Stock [Line Items]
Business Combination Number Of Entities Minimum			$ 1
Business Combination Condition Percentage Assets			80
Business Combination Condition Ownership Threshold			50
Trust Account Securities Maturity Duration Restriction			185
Proposed Transaction Enterprise Value			1
Maximum Dissolution Expense			100,000
Redemption Limitation Amount											$ 5,000,001
Sponsor Contribution Amount Aggregate											120,000
Sponsor Contribution Amount Per Share											$ 0.035
Temporary Equity Shares Redeemed					(678,865)							(24,438,174)
Temporary Equity Value Redeemed					$ (7,553,041)							$ (254,413,925)
Asset, Held-in-Trust, Noncurrent			14,954,547			$ 22,316,346				$ 42,927,964
Debt Instrument, Face Amount							$ 1,470,000		$ 720,000
Notes Payable, Current			1,435,000			1,385,000
Purchase Of Trust Account Investments From Extension Loans			$ 0
Exchange Listing Market Value Minimum	$ 15,000,000
Exchange Listing Requirement Measurement Period	30 days
[custom:ExchangeShareMeasurementPeriod]			10 days
[custom:ExchangePublicFloatMinimum]			1,100,000
Cash			$ 5,744			44,165
Working Capital Deficit			4,036,042
Time Duration Until Mandatory Liquidation			12
Sponsor Loan Note Member
Subsidiary, Sale of Stock [Line Items]
Debt Instrument, Face Amount			1,435,000			1,385,000	$ 1,470,000						$ 104,808
Notes Payable, Current			1,435,000			$ 1,385,000
Line of Credit Facility, Maximum Borrowing Capacity			$ 1,470,000
Public Warrant Member
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Private Placement Warrant Member
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.50
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share			0.0001
Temporary Equity, Redemption Price Per Share			$ 11.22	$ 11.13		$ 11.09		$ 10.83		$ 10.36
Temporary Equity Percent Shares Subject To Redemption			$ 100
Temporary Equity Shares Redeemed				678,865				2,198,202		22,239,972
Temporary Equity Value Redeemed				$ 7,600,000				$ 23,802,065		$ 230,611,860
Common Stock, Shares, Outstanding			6,612,500	7,945,461				8,624,326		4,210,028
Temporary Equity Value Redeemed From Trust Account				$ 7,553,041
Common Class A Redeemable Member
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares, Outstanding			1,332,961	1,332,961				2,011,826
Common Class A Non Redeemable Member
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares, Outstanding				6,612,500				6,612,500
Common Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001
Common Stock, Shares, Outstanding			0
Common Class B [Member] | Sponsor Member
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance or Sale of Equity			$ 25,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period Shares New Issues		$ 26,450,000
Number Of Shares Issued Per Unit			1
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 264,500,000
Sale Of Stock Proceeds Placed In Trust Account		$ 269,790,000
Temporary Equity, Redemption Price Per Share		$ 10.20	$ 10.20
Private Placement [Member] | Private Placement Warrant Member
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance of Warrants		$ 12,190,000
Sale of Stock, Price Per Share		$ 1
Private Placement Warrant Transfer Restriction			$ 30

Emerging Growth Company Statu_3

Emerging Growth Company Status (Details Narrative) - USD ($)	Mar. 31, 2024	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
Subsidiary, Sale of Stock [Line Items]
Restricted Cash and Cash Equivalents	$ 3
Cash	5,744		$ 44,165
Cash, FDIC Insured Amount	250,000
Unrecognized Tax Benefits	$ 12
Temporary Equity, Shares Outstanding	1,332,961	2,011,826	2,011,826	26,450,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary Equity, Shares Outstanding	1,332,961		2,011,826
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 - USD ($)	Nov. 05, 2021	Mar. 31, 2024
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Private Placement [Member]
Class of Warrant or Right [Line Items]
Proceeds from Issuance of Warrants	$ 12,190,000
Sale of Stock, Price Per Share	$ 1
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1

NOTE 4 _ RELATED PARTY TRANSA_2

NOTE 4 — RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Nov. 03, 2023	Feb. 07, 2023	Nov. 18, 2021
Related Party Transaction [Line Items]
Debt Instrument, Face Amount			$ 1,470,000	$ 720,000
Notes Payable, Current	$ 1,435,000	$ 1,385,000
Convertible Debt	$ 1,500,000
Debt Instrument, Convertible, Conversion Price	$ 1
Founder Shares Holders Member
Related Party Transaction [Line Items]
Founder Shares Trade Restriction Value Days Numerator	$ 20
Founder Shares Trade Restriction Value Days Denominator	30
Founder Shares Trade Restriction Value Days Commencement	150
Sponsor Loan Note Member
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	1,435,000	1,385,000	$ 1,470,000		$ 104,808
Sponsor Trust Account Deposit Amount				$ 120,000
Notes Payable, Current	$ 1,435,000	$ 1,385,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Class B [Member] | Sponsor Member
Related Party Transaction [Line Items]
Proceeds from Issuance or Sale of Equity	$ 25,000
Founder Shares Transferred To Directors	$ 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]
Founder Shares Transfer Restriction Share Price	$ 12

NOTE 5 _ COMMITMENTS AND CONT_2

NOTE 5 — COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 01, 2023	Nov. 02, 2021
Loss Contingencies [Line Items]
Deferred Underwriting Fees	$ 11,270,000	$ 11,270,000	$ 11,270,000
Deferred Underwriting Fees Reduced Amount	5,640,000		5,640,000
Redemption Tranche2 Member
Loss Contingencies [Line Items]
Deferred Underwriting Fee In Cash Value	3,880,000
Deferred Underwriting Fee In Share Value	1,760,000
Redemption Tranche2 Member | Maximum [Member]
Loss Contingencies [Line Items]
Temporary Equity Redemption Percentage	80
Redemption Tranche1 Member
Loss Contingencies [Line Items]
Deferred Underwriting Fee In Cash Value	3,000,000
Deferred Underwriting Fee In Share Value	2,640,000
Redemption Tranche3 Member
Loss Contingencies [Line Items]
Deferred Underwriting Fee In Cash Value	4,760,000
Deferred Underwriting Fee In Share Value	880,000
Redemption Tranche3 Member | Maximum [Member]
Loss Contingencies [Line Items]
Temporary Equity Redemption Percentage	70
Redemption Tranche4 Member
Loss Contingencies [Line Items]
Deferred Underwriting Fee In Share Value	0
Redemption Tranche4 Member | Maximum [Member]
Loss Contingencies [Line Items]
Temporary Equity Redemption Percentage	60
Common Class A [Member]
Loss Contingencies [Line Items]
Deferred Underwriting Fee Per Share Value	10
Sponsor Member | Founder Shares Member
Loss Contingencies [Line Items]
Founder Shares Transfer Restriction Share Price	12
Founder Share Forfeiture Conditional Amount Shares			$ 3,306,250
Founder Shares Holders Member
Loss Contingencies [Line Items]
Founder Shares Trade Restriction Value Days Numerator	20
Founder Shares Trade Restriction Value Days Denominator	30
Founder Shares Trade Restriction Value Days Commencement	150
Base Offering Member
Loss Contingencies [Line Items]
Deferred Underwriting Fee Payable Per Unit	0.40
Units Issued During Period Shares New Issues	23,000,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Deferred Underwriting Fee Payable Per Unit	0.60
Units Issued During Period Shares New Issues	3,450,000
Private Placement Warrant Member | Private Placement [Member]
Loss Contingencies [Line Items]
Private Placement Warrant Demand Right Limitation	3			$ 1
Private Placement Warrant Transfer Restriction	$ 30

NOTE 6 _ SHAREHOLDERS_ DEFICIT

NOTE 6 — SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Jan. 29, 2024	Jul. 21, 2023	Feb. 01, 2023
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Voting Rights	one
Public Warrant Exercise Time Condition Business Combination	$ 30
Public Warrant Exercise Time Condition Initial Public Offering	$ 12
[custom:PublicWarrantRedemptionPricePerWarrant-0]	$ 0.01
[custom:WarrantRedemptionNoticePeriod1-0]	30 days
[custom:WarrantRedemptionCommonShareValueCondition1-0]	$ 18
Average Trading Price Measurement Period	$ 20
Warrant Redemption Notice Period	30
Business Combination Aggregate Gross Proceeds Trigger	60
Warrant Exercise Price Adjustment Percent	115
Private Warrant Exercise Time Condition Business Combination	30
Public Warrant Member
Class of Stock [Line Items]
Warrants and Rights Outstanding	13,225,000
Private Placement Warrant Member
Class of Stock [Line Items]
Warrants and Rights Outstanding	$ 12,190,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	500,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares, Outstanding	6,612,500	7,945,461	8,624,326	4,210,028
Business Combination New Issues Price Per Share Minimum	$ 9.20
Warrant Redemption Common Share Value Condition	18
Warrant Redemption Common Share Value Adjustment Percent	$ 180
Common Class A Redeemable Member
Class of Stock [Line Items]
Common Stock, Shares, Outstanding	1,332,961	1,332,961	2,011,826
Common Stock, Shares, Issued	2,011,826
Common Class A Non Redeemable Member
Class of Stock [Line Items]
Common Stock, Shares, Outstanding		6,612,500	6,612,500
Common Stock, Shares, Issued	6,612,500
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares, Outstanding	0