Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-40878 | ||
Entity Registrant Name | IX ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | KY | ||
Entity Tax Identification Number | 98-1586922 | ||
Entity Address, Address Line One | 53 Davies Street | ||
Entity Address, City or Town | London | ||
Entity Address, Postal Zip Code | W1K 5JH | ||
Entity Address, Country | GB | ||
City Area Code | 203 | ||
Local Phone Number | 983-0450 | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 49,248,894 | ||
Entity Central Index Key | 0001852019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Hartford, CT | ||
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | |||
Document Information | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | IXAQU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | IXAQ | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 6,848,192 | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |||
Document Information | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | IXAQW | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 1,747,879 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 24,278 | $ 70,236 |
Prepaid expenses | 30,030 | 233,901 |
Total current assets | 54,308 | 304,137 |
Non-current assets: | ||
Cash and Investments held in the Trust Account | 31,440,528 | 234,364,451 |
Total Assets | 31,494,836 | 234,668,588 |
Current liabilities: | ||
Accounts payable | 32,419 | |
Accrued expenses | 1,256,667 | 990,312 |
Extension Promissory Note | 1,889,768 | 0 |
Total current liabilities | 3,146,435 | 1,022,731 |
Non-current liabilities: | ||
Derivative warrant liabilities | 373,000 | 373,000 |
Deferred underwriting fee payable | 6,050,000 | 12,100,000 |
Total non-current liabilities | 6,423,000 | 12,473,000 |
Total Liabilities | 9,569,435 | 13,495,731 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, at approximately $11.05 and $10.19 per share, respectively; 2,846,071 and 23,000,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 31,440,528 | 234,364,451 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 1,766,556 | |
Accumulated deficit | (11,282,258) | (13,192,169) |
Total shareholders' deficit | (9,515,127) | (13,191,594) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | 31,494,836 | 234,668,588 |
Class A common stock | ||
Shareholders' Deficit: | ||
Common stock | 401 | 0 |
Class B common stock | ||
Shareholders' Deficit: | ||
Common stock | $ 174 | $ 575 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A common stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 4,002,121 | 0 |
Common shares, shares outstanding | 4,002,121 | 0 |
Class A Redeemable | ||
Class A ordinary shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, redemption value per share | $ 11.05 | $ 10.19 |
Class A ordinary shares subject to possible redemption, shares issued | 2,846,071 | 23,000,000 |
Class A ordinary shares subject to possible redemption, shares outstanding | 2,846,071 | 23,000,000 |
Class B common stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 1,747,879 | 5,750,000 |
Common shares, shares outstanding | 1,747,879 | 5,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating and formation expenses | $ 1,043,627 | $ 1,443,062 |
Loss from operations | (1,043,627) | (1,443,062) |
Other income: | ||
Income from investments held in the Trust Account | 4,724,941 | 3,212,946 |
Interest income on an operating account | 94 | 919 |
Gain on forfeiture of deferred underwriting fee payable | 336,985 | |
Change in fair value of derivative warrant liabilities | 7,516,000 | |
Total other income | 5,062,020 | 10,729,865 |
Net income | $ 4,018,393 | $ 9,286,803 |
Class A Redeemable | ||
Other income: | ||
Weighted average shares outstanding - basic | 9,753,411 | 23,000,000 |
Weighted average shares outstanding - diluted | 9,753,411 | 23,000,000 |
Net income per share - basic | $ 0.26 | $ 0.32 |
Net income per share - diluted | $ 0.26 | $ 0.32 |
Class A (non-redeemable) and Class B | ||
Other income: | ||
Weighted average shares outstanding - basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding - diluted | 5,750,000 | 5,750,000 |
Net income per share - basic | $ 0.26 | $ 0.32 |
Net income per share - diluted | $ 0.26 | $ 0.32 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A common stock Common Stock | Class B common stock Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (19,982) | $ (19,266,026) | $ (19,285,433) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (3,212,946) | (3,212,946) | ||||
Repayment of subscription receivable | $ 19,982 | 19,982 | ||||
Net income | 9,286,803 | 9,286,803 | ||||
Balance at the end at Dec. 31, 2022 | $ 575 | (13,192,169) | (13,191,594) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 5,750,000 | |||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (3,946,459) | (2,108,482) | (6,054,941) | |||
Gain on forfeiture of deferred underwriting fee payable | 5,713,015 | 5,713,015 | ||||
Class B to Class A Conversion | $ 401 | $ (401) | ||||
Class B to Class A conversion (in shares) | 4,002,121 | (4,002,121) | ||||
Net income | 4,018,393 | 4,018,393 | ||||
Balance at the end at Dec. 31, 2023 | $ 401 | $ 174 | $ 1,766,556 | $ (11,282,258) | $ (9,515,127) | |
Balance at the end (in shares) at Dec. 31, 2023 | 4,002,121 | 1,747,879 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,018,393 | $ 9,286,803 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (7,516,000) | |
Income from investments held in the Trust Account | (4,724,941) | (3,212,946) |
Gain on forfeiture of deferred underwriting fee payable | (336,985) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 203,871 | 251,344 |
Accounts payable | (32,419) | 16,830 |
Accrued expenses | 266,355 | 615,288 |
Net cash used in operating activities | (605,726) | (558,681) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with Redemptions | 208,978,864 | |
Cash deposited in the Trust Account | (1,330,000) | |
Net cash provided by investing activities | 207,648,864 | |
Cash Flows from Financing Activities: | ||
Proceeds from subscription receivable | 19,982 | |
Repayment from advance to related party, net | 3,495 | |
Proceeds from Extension Promissory Note | 1,889,768 | |
Redemption of ordinary shares | (208,978,864) | |
Offering costs paid | (6,180) | |
Net cash (used in) provided by financing activities | (207,089,096) | 17,297 |
Net change in cash | (45,958) | (541,384) |
Cash - beginning of the period | 70,236 | 611,620 |
Cash - end of the period | 24,278 | 70,236 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting fee reduction | 5,713,015 | |
Remeasurement of Class A ordinary shares to redemption amount | 6,054,941 | $ 3,212,946 |
Conversion of Class B shares to Class A | $ 401 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Overview IX Acquisition Corp. (the “Company”, “our Company,” “we” or “us”) is a blank check company incorporated in the Cayman Islands on March 1, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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 December 31, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering consummated on October 12, 2021 (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company generates non-operating income in the form of interest income from the amount held in the Trust Account (as defined below). The Registration Statement on Form S-1 initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2021 (File No. 333-259567), as amended (the “Registration Statement) for the Initial Public Offering was declared effective on October 6, 2021. On October 12, 2021, the Company consummated the Initial Public Offering of 23,000,000 Units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”, and the warrants included in the Units sold, the “Public Warrants”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating total gross proceeds of $230,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,150,000 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IX Acquisition Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), generating gross proceeds of $7,150,000 (the “Private Placement”) (see Note 4). Transaction costs amounted to $30,639,304, consisting of $4,000,000 of underwriting fees, $12,100,000 of deferred underwriting fees, $13,853,689 for the excess of the fair value over the sales price of Founder Shares (as defined in Note 5) sold to the Anchor Investors (as defined in Note 5), and $685,615 of other offering costs. Upon the closing of the Initial Public Offering on October 12, 2021, an amount of $231,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) and was initially invested only in the U.S. Department of the Treasury (the “Treasury”) obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct Treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on November 13, 2023 the Company instructed Continental Stock Transfer & Trust Company (“Continental”) to liquidate the investments held in the Trust Account, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earliest of: (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 amended and restated memorandum and articles of association of the Company currently in effect, as amended, (the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below); and (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the Public Shareholders (as defined below) 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 Company’s ability to complete a Business Combination. If the Company is unable to complete the initial Business Combination, the Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and the warrants will expire worthless. The Company will provide its holders of the outstanding Public Shares (the “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 shareholder 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. All Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per Public Share, plus (x) any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and (y) the per share portion of the Contribution (as defined below) (see Notes 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (other than the Anchor Investors) (the “Initial Shareholders”), the Anchor Investors, and the Company’s executive officers and directors (“Management” or “Management Team”) agreed to vote any Founder Shares held by them, and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they (i) vote for or against the proposed transaction or (ii) were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior written consent. The Initial Shareholders agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. Combination Period and Share Redemption/Conversion Events If the Company is unable to complete a Business Combination within a certain period of time as outlined below (“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 The Company initially had 18 months from the closing of the Initial Public Offering (by April 12, 2023) to consummate a Business Combination as the Combination Period, prior to any amendments to the Amended and Restated Memorandum and Articles of Association to extend the duration of the Combination Period. As outlined through a series of proposals below, the Combination Period has since been extended. As of December 31, 2023, the Company had until January 12, 2024 to complete a Business Combination, with the right to extend the Combination Period through no later than October 12, 2024, subject to making required monthly extension deposits into the Trust Account of the lesser of (x) $50,000 or (y) $0.025 for each Class A Ordinary Share included as part of the units sold in the IPO. Subsequent to December 31, 2023, the Company has made each of the applicable extension deposits into the Trust allowing for the Business Combination Period to extend to April 12, 2024 as of the date these financial statements (see Note 10). On April 10, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extraordinary Meeting”). At the 2023 Extraordinary Meeting, the Company’s shareholders approved, among other things, a proposal to grant the Company the right to extend the Combination Period, from April 12, 2023 to May 12, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board of Directors”), to elect to further extend the Extended Date in one-month increments up to eleven additional times, or a total of up to twelve months total, up to April 12, 2024 (the “Extension Proposal”) by amending the Amended and Restated Memorandum and Articles of Association. Under Cayman Islands law, such amendment of the Amended and Restated Memorandum and Articles of Association took effect upon approval of the Extension Proposal. As a result of the approval of the Extension Proposal, the Company was provided the ability, with monthly extension payments, but without another shareholder vote and by resolution of the Board of Directors, to extend the Extended Date in one-month increments through April 12, 2024; extending the Combination Period up to April 12, 2024 to complete a Business Combination. At the 2023 Extraordinary Meeting, the Company’s shareholders also approved to further amend the Amended and Restated Memorandum and Articles of Association (i) to eliminate (x) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (y) the limitation that the Company shall not consummate a Business Combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination (the “Redemption Limitation Amendment Proposal”) and (ii) to provide for the right of a holder of the Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder (the “Founder Share Amendment Proposal”). Those amendments to the Amended and Restated Memorandum and Articles of Association took effect upon the approval of the Company’s shareholders. In connection with the votes to approve the Extension Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal, the holders of 18,336,279 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.31 per share (the “Redemptions”), for an aggregate redemption amount of approximately $189 million. After the satisfaction of such Redemptions, the balance in the Trust Account was approximately $48 million. Additionally, the Sponsor agreed that if the Extension Proposal was approved, it or its designee would deposit into the Trust Account as a loan, an amount equal to the lesser of (x) $160,000 or (y) $0.04 per Public Share multiplied by the number of Public Shares outstanding (the “Contribution”), on each of the following dates: (i) April 13, 2023; and (ii) one business day following the public announcement by the Company disclosing that the Board of Directors has determined to extend the Extended Date for an additional month in accordance with the Extension Proposal. In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on April 13, 2023, the Company issued a convertible promissory note to the Sponsor with a principal amount up to $1 million (the “Original Extension Promissory Note”), which was amended and restated as described below (see Note 5). On April 13, 2023, the Sponsor advanced $160,000 for the first Contribution. On May 9, 2023, the Board of Directors elected to extend the Extended Date from May 12, 2023 to June 12, 2023. In connection with such election, the Board of Directors delivered the Sponsor a written request to draw down $160,000 under the Extension Promissory Note (as defined below). On May 12, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this second extension of the Extended Date. On June 9, 2023, the Board of Directors elected to extend the Extended Date from June 12, 2023 to July 12, 2023. On June 12, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this third extension. On July 11, 2023, the Board of Directors elected to extend the Extended Date from July 12, 2023 to August 12, 2023. On July 12, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this fourth extension. On August 9, 2023, the Board of Directors elected to extend the Extended Date from August 12, 2023 to September 12, 2023. On August 11, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this fifth extension. On September 12, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this sixth extension, extending the Combination Period to October 12, 2023. On May 9, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor, the holder of an aggregate of 4,002,121 of the Class B ordinary shares, elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares, with immediate effect (the “Founder Conversion”). Following the Founder Conversion, the Company had an aggregate of 8,665,842 Class A ordinary shares and 1,747,879 Class B ordinary shares issued and outstanding. On September 8, 2023, the Company issued an amended and restated promissory note in the principal amount of up to $2.5 million to the Sponsor (the “Amended and Restated Extension Promissory Note” and together with the Original Extension Promissory Note, the “Extension Promissory Note”), to amend and restate the Original Extension Promissory Note. The Amended and Restated Extension Promissory Note was issued in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The Amended and Restated Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date of the Company’s liquidation. At the election of the Sponsor, up to $1,500,000 of the unpaid principal balance under the Amended and Restated Extension Promissory Note may be converted into warrants of the Company (the “Conversion Warrants”) at the price of $1.00 per warrant. Such Conversion Warrants will have terms identical to the warrants issued to the Sponsor in the Private Placement. On October 12, 2023, the Company issued a press release announcing that the Board of Directors has elected to extend the Combination Period for an additional month, from October 12, 2023 to November 12, 2023. In connection with the seventh extension of the Extended Date, the Board of Directors delivered the Sponsor a written request to draw down $160,000 under the Extension Promissory Note. On October 13, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this seventh extension. On November 13, 2023, the Company issued a press release announcing that the Board of Directors has elected to extend the Combination Period for an additional month, from November 12, 2023 to December 12, 2023. In connection with the eighth extension of the Extended Date, the Board of Directors delivered the Sponsor a written request to draw down $160,000 under the Extension Promissory Note. On November 13, 2023, the Sponsor deposited the $160,000 Contribution into the Trust Account in connection with this eighth extension. On December 11, 2023, the Company held the Meeting. At the Meeting, the Second Extension Amendment Proposal to give the Board the right to extend the date by which the Company must consummate a Business Combination from December 12, 2023 on a monthly basis up to ten (10) times until October 12, 2024 (or such earlier date as determined by the Board) (the “Second Extension Amendment”) was approved. Under the law of the Cayman Islands, upon approval of the Second Extension Amendment Proposal by the affirmative vote of at least two The Meeting was held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”) of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company was required to hold its first annual meeting of shareholders on or prior to December 31, 2023. Because the Meeting did not technically constitute an “annual general meeting” under Cayman Islands law, the terms of the Company’s Class I directors did not expire at the Meeting. In connection with the approval of the Second Extension Amendment Proposal, the Sponsor agreed to contribute to the Company, as a loan (the “Contribution”), the lesser of (x) $50,000 or (y) $0.025 for each Class A Ordinary Share included as part of the units sold in the IPO (the “Public Shares”) that remains outstanding and was not redeemed for each calendar month (commencing on December 12, 2023 and on the 12th day of each subsequent month) until October 12, 2024, or portion thereof, that is needed to complete a Business Combination. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,817,650 Public Shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $11.00 per share, for an aggregate redemption amount of approximately $19.99 million. Consequently, the Contribution will be $50,000 per month needed for the Company to continue to extend the Combination Period monthly. On December 12, 2023, the Company made deposits of $50,000 for December extension contribution. The underwriters of the Initial Public Offering agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution might be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party 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 amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) 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 $10.05 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 (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Nasdaq listing On October 9, 2023, the Company received a letter (the “Total Shareholders Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which required the Company to main at least 400 total holders for continued listing on the Nasdaq Global Market. The Total Shareholders Notice stated that the Company had until November 24, 2023 to provide Nasdaq with a plan to regain compliance. If the plan was accepted, Nasdaq might grant an extension of up to 180 calendar days from the date of the Total Shareholders Notice to evidence compliance. If Nasdaq did not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Total Shareholders Notice had no immediate effect on the listing of the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market. On November 24, 2023, the Company provided plan to Nasdaq for meeting the requirements under Nasdaq Listing Rule 5450(a)(2), and evaluated available options to regain compliance. However, there could be no assurance that the Company would be able to regain compliance under Nasdaq Listing Rule 5450(a)(2), or would otherwise be in compliance with other Nasdaq listing criteria. On October 12, 2023, the Company filed a Current Report on Form 8-K with the SEC (the “Oct. 2023 Current Report”) to disclose its receipt of the Total Shareholders Notice in accordance with Nasdaq Listing Rule 5810(b). On January 18, 2024 the Company provided an update to Nasdaq of its progress on fulfilling the plan to regain compliance and received a request to provide an additional update to Nasdaq on February 20, 2024. On February 20, 2024 the Company again updated Nasdaq on its progress in fulfilling the plan to regain compliance and continues to be proactive in regaining compliance. Pursuant to the 180-day deadline from the letter received October 9, 2023, the date for the Company to demonstrate compliance is April 6, 2024. In the event that the Company is not able to demonstrate compliance to Nasdaq on such date, there is a reasonable possibility that the Company may receive a de-list letter from Nasdaq, at which point the Company would need to request a hearing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Going Concern Consideration As of December 31, 2023, the Company had approximately $24,000 in cash held outside of the Trust Account and a working capital deficit of approximately $3.1 million. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), the Company has until October 12, 2024, if all extensions of the Extended Date are exercised, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution of the Company raises substantial doubt about its ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company 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, 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 Exchange Act) 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 comparison of the accompanying financial statements with another public company which 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 accompanying financial statements in conformity with 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 accompanying financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates are related to the fair value of the warrants. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts. 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 did not have any cash equivalents as of December 31, 2023 and 2022. Cash and Investments Held in the Trust Account The Company’s portfolio of investments was initially comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as “trading securities”. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at “fair value”. Trading securities and investments in money market funds are presented on the accompanying balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023, the assets held in the Trust Account were in cash. As of December 31, 2022, the assets held in the Trust Account were in Treasury securities. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on November 13, 2023 the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders (see Note 1). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the accompanying statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company evaluated the Public Warrants and Private Placement Warrants in accordance with ASC 480 and ASC 815 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Public Warrants and Private Placement Warrants from being accounted for as components of equity. As the Public Warrants and Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, they were recorded as derivative liabilities on the accompanying balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the accompanying statements of operations in the period of change. The determination of fair value for the warrant liabilities represents a significant estimate within the accompanying financial statements. Convertible Instruments The Company accounts for that feature conversion options in its promissory notes in accordance with ASC 815. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Fair Value of Financial Instruments “Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The carrying amounts reflected in the accompanying balance sheets for cash, due from related party, and accounts payable approximate fair value due to their short-term nature. The three levels of the fair value hierarchy under ASC 820 are as follows: ● “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 9 for additional information on assets and liabilities measured at fair value. Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature that allows for the redemption of such Public Shares (i) in connection with the Company’s liquidation, (ii) if there is a shareholder vote or tender offer in connection with the Business Combination and (iii) in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480, 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. As of December 31, 2023 and 2022, the Class A ordinary shares subject to redemption reflected in the accompanying balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption — January 1, 2023 $ 234,364,451 Less: Redemption of ordinary shares (208,978,864) Plus: Increase in redemption value of Class A ordinary shares subject to redemption 6,054,941 Class A ordinary shares subject to possible redemption — December 31, 2023 $ 31,440,528 Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the accompanying statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 statements 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transitions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying financial statements. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). The Company has two classes of shares, the Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between redeemable and non-redeemable ordinary shares. The Company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 18,650,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following tables reflect the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Ordinary Shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares (Redeemable) $ 2,528,027 $ 7,429,442 Denominator: Weighted Average Class A ordinary shares (Redeemable) Basic and diluted weighted average shares outstanding 9,753,411 23,000,000 Basic and diluted net income per share $ 0.26 $ 0.32 Class A (non-redeemable) and Class B Ordinary Shares Numerator: Net income allocable to Class A ordinary shares (non-redeemable) and Class B ordinary shares 1,490,366 1,857,361 Denominator: Weighted Average Class A (non-redeemable) and Class B ordinary shares — Basic and diluted weighted average shares outstanding 5,750,000 5,750,000 Basic and diluted net income per share $ 0.26 $ 0.32 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13” Management does not believe there are any material recently issued, but not yet effective, accounting standards that, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, which was consummated on October 12, 2021, the Company sold 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, Cantor and Odeon purchased an aggregate of 7,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,150,000 in the aggregate), $19,982 of which was not funded by the Sponsor at the time of the Private Placement and recorded as a subscription receivable as of December 31, 2021. The subscription receivable was paid on April 12, 2022. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the Private Placement 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 11, 2021, the Sponsor was issued 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor and its permitted transferees would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment in full simultaneously with the closing of the Initial Public Offering, thus the 750,000 Class B ordinary shares are no longer subject to forfeiture. On May 9, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor elected to convert all 4,002,121 Founder Shares it held on a one-for-one basis into Class A ordinary shares, with immediate effect. Following this Founder Conversion and the Redemptions, the Company had an aggregate of 8,665,842 Class A ordinary shares and 1,747,879 Class B ordinary shares issued outstanding The Initial Shareholders agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of 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 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 Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. A total of (i) eight investors (the “Anchor Investors”), purchased 1,980,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit: (ii) six Anchor Investors purchased 980,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit; (iii) one Anchor Investor purchased 780,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit; and (iv) one Anchor Investor purchased 500,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (x) hold any Units, Class A ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (y) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (z) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the Units purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders. Each Anchor Investor entered into separate investment agreements (the “Anchor Investment Agreements”) with the Company and the Sponsor pursuant to which each Anchor Investor purchased a specified number of Founder Shares, or an aggregate of 1,747,879 Founder Shares, from the Sponsor for $0.004 per share, or an aggregate purchase price of $6,992 at the closing of the Initial Public Offering. Pursuant to the investment agreements, the Anchor Investors agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the Sponsor and independent directors. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,860,681 or $7.93 per share recognized upon the Initial Public Offering. The Company determined the fair value based on a stock price simulation performed by a third party. The excess of the fair value of the Founder Shares sold over the purchase price of $6,992 (or $0.004 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed in the accompanying statements of operations. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Prior to the First Extension vote in April 12, 2023, the owners of all of the Founders Shares distributed pursuant to the Anchor Investment Agreements all entered into a first amendment of such agreement, such that the transferred shares shall, in the same proportion applicable to the Founder Shares held by the Sponsor, be automatically, and without further action of any of the parties, subject to any cut-back, reduction, mandatory repurchase, redemption, forfeiture, vesting or revesting, earnouts or other concessions agreed upon by the Company and the Sponsor in connection with the Company’s entry into an agreement with respect to, or the consummation of, an initial business combination. Promissory Note—Related Party On March 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and upon the consummation of the Initial Public Offering. The Company borrowed $250,000 under the IPO Promissory Note and repaid the outstanding balance on October 12, 2021. The IPO Promissory Note was no longer available after the consummation of the Initial Public Offering. Due from Related Party Due from related party consists of amounts owed from the Sponsor, due to expenses paid by the Company on behalf of IX Acquisition Services LLC, an entity owned by an affiliate of the Sponsor (“IX Services”). As of December 31, 2021, the Company had approximately $3,500 in amount due from related party outstanding, which was fully paid in April 2022. Subsequently, the Company borrowed an additional amount of approximately $2,800 and fully settled the balance in July 2022. Administrative Support Agreement On October 6, 2021, the Company entered into an agreement with IX Services, to pay up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees; however, IX Services waived these fees for the year ended December 31, 2023. During the year ended December 31, 2023 and 2022, the Company incurred expenses in connection with such services of approximately $0 and $103,000, respectively, which are included within operating and formation expenses on the accompanying statements of operations. Related Party Loans The Sponsor has committed to loan the Company an aggregate of up to $1,400,000 for working capital purposes (“Committed Sponsor Loans”), at the Company’s request, on or after January 15, 2022. Such Committed Sponsor Loans will be convertible into Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or up to $1,400,000 in the aggregate. In addition, in order to finance transaction costs in connection with an intended initial 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 (except in the case of the Committed Sponsor Loans), loan the Company additional funds as may be required on a non-interest basis (together with the Committed Sponsor Loans, the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay any such Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay any such Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,400,000 of such loans (which amount includes the Committed Sponsor Loans) may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, there were no borrowings under any Working Capital Loans. In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on April 13, 2023, the Company issued the Extension Promissory Note to the Sponsor with a principal amount up to $1 million. The Extension Promissory Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination within the Combination Period, the Extension Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the Extension Promissory Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Sponsor. Such warrants will have terms identical to the warrants issued to the Sponsor in the Private Placement. The Contribution and any drawdowns in connection with the Extension Promissory Note are subject to unanimous written consent of the Board of Directors and the consent of the Sponsor. On September 8, 2023, the Company issued the Amended and Restated Extension Promissory Note in the principal amount of up to $2.5 million to the Sponsor, to amend and restate the Extension Promissory Note. The Amended and Restated Extension Promissory Note was issued in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The Amended and Restated Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date of the Company’s liquidation. At the election of the Sponsor, up to $1,500,000 of the unpaid principal balance under the Amended and Restated Extension Promissory Note may be converted into Conversion Warrants at the price of $1.00 per warrant. Such Conversion Warrants will have terms identical to the warrants issued to the Sponsor in the Private Placement. During the year ended December 31, 2023, the Company had a total of $1,889,768 drawn on the Extension Promissory Note. There were no advances due under the Extension Promissory Note during the year ended December 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants and Public 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 issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Registration Statement. 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 consummation of a Business Combination. The Company has granted Cantor and Odeon or their designees or affiliates certain registration rights relating to these securities. The underwriters of the Initial Public Offering may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Registration Statement and may not exercise demand rights on more than one occasion. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,000,000 additional Units to cover over-allotments. On October 12, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 to the Company. The underwriters were paid a cash underwriting discount of $0.20 per Unit (excluding over-allotment Units) in the Initial Public Offering, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.50 per Unit (excluding over-allotment Units) and $0.70 per over-allotment Unit (totaling $12,100,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of that certain underwriting agreement, dated as of October 6, 2021 (the “Underwriting Agreement”). On April 12, 2023, the Company entered into a fee reduction agreement (the “Fee Reduction Agreement”), which amends the Underwriting Agreement. According to the Underwriting Agreement, the Company previously agreed to pay to the underwriters of the Initial Public Offering an aggregate of $12,100,000 as deferred underwriting commissions, a portion of which fee is payable to each underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement, upon the consummation of a Business Combination. Pursuant to the Fee Reduction Agreement, the underwriters have agreed to forfeit sixty-six and 94/100 percent (66.94%) of the aggregate deferred underwriting commissions of $12,100,000 for a total reduction of $8,100,000. However, if the Company enters into a Business Combination with a target at a pre-money valuation above $100 million, the forfeiture percentage for underwriters will be reduced to no less than fifty percent (50%) of the aggregate deferred underwriting commissions of $12,100,000 for an approximate reduction of $6,050,000. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS As of December 31, 2023 and 2022, there were an aggregate of 18,650,000 warrants outstanding, comprised of 11,500,000 Public Warrants and 7,150,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 the Company satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. The Company agreed that as soon as practicable, but in no event later than fifteen ( 15 Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30-day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 determining whether to require all holders to exercise their warrants on a “cashless basis,” Management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. 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 excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 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. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price 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 Board of Directors and, in the case of any such issuance to the Initial Shareholders, and Anchor Investors, or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders, and Anchor Investors or such affiliates, as applicable, 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 an initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants (including 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 an initial Business Combination (except, among other limited exceptions, to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants have been allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 4,002,121 and 0 Class A ordinary shares issued outstanding Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 1,747,879 and 5,750,000 Class B ordinary shares issued outstanding Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Amended and Restated Memorandum and Articles of Association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant to the Amended and Restated Memorandum and Articles of Association; such actions include amending the Amended and Restated Memorandum and Articles of Association and approving a statutory merger or consolidation with another company. The Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the Board of Directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, (i) only holders of the Founder Shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of the Class B ordinary shares will have ten votes for every Class B ordinary share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. Holders of the Public Shares will not be entitled to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the Board of Directors for any reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Fair Description Value Level 1 Level 2 Level 3 December 31, 2023 Liabilities Warrant liability – Public Warrants $ 230,000 $ — $ 230,000 $ — Warrant liability – Private Placement Warrants 143,000 — — 143,000 Total Liabilities $ 373,000 $ — $ 230,000 $ 143,000 Amount at Fair Description Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in the Trust Account $ 234,364,451 $ 234,364,451 $ — $ — Liabilities Warrant liability – Public Warrants $ 230,000 $ — $ 230,000 $ — Warrant liability – Private Placement Warrants 143,000 — — 143,000 Total Liabilities $ 373,000 $ — $ 230,000 $ 143,000 Cash and Investments Held in Trust Account As of December 31, 2023, assets held in the Trust Account were comprised of approximately $31.4 million in cash held by Trust Account. As of December 31, 2022, the investments in the Trust Account consisted of approximately $234.4 million in U.S. Treasury securities. Fair Value Measurements Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in November 2021, when the Public Warrants were separately listed and traded, and subsequently transferred to a Level 2 measurement during the quarter ended March 31, 2022 due to low trading volume. The Company utilized a Monte-Carlo simulation model for the initial valuation of the Public Warrants. Beginning in November 2021, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants under the ticker “IXAQW”. The Company utilized a probability-adjusted Black-Scholes method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Private Placement Warrant liabilities is determined using Level 3 inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides the significant inputs to the probability-adjusted Black-Scholes method for the fair value of the Private Placement Warrants: December 31, 2023 December 31, 2022 Stock price $ 11.05 $ 10.14 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.28 5.27 Volatility 2.80 % 2.6 % Risk-free rate 3.77 % 3.91 % Fair value $ 0.02 $ 0.02 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value at December 31, 2022 $ 143,000 Change in fair value of Private Placement Warrants — Fair value at December 31, 2023 $ 143,000 Fair value at December 31, 2021 $ 3,289,000 Change in fair value of Private Placement Warrants (3,146,000) Fair value at December 31, 2022 $ 143,000 The Company recognized $0 and an approximately $7.5 million gain on change in the fair value of the Public Warrants and Private Placement Warrants with a change in fair value of warrant liabilities in the accompanying statements of operations for the year ended December 31, 2023 and 2022, respectively. Derivative Liability-Conversion Feature The Company utilizes a Monte Carlo model to estimate the fair value of the conversion feature within the Extension Promissory Note, which is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature are recognized as non-cash gains or losses in the accompanying statements of operations. The key assumptions in the model relate to expected share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction. The expected volatility was based on the average volatility of special purpose acquisition companies that are searching for an acquisition target. The risk-free interest rate is based on interpolation of Treasury yields with a term commensurate with the term of the warrants. The Company anticipates the dividend yield to be zero. The expected term of the warrants is assumed to be the estimated date of a Business Combination. The estimated fair value of the conversion feature related to the Extension Promissory Note as of issuance and for the period ended December 31, 2023 is zero. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. On January 19, 2024, the Company issued a press release announcing that the Board had elected to extend the date by which the Company has to consummate a business combination from January 12, 2024 for an additional month to February 12, 2024 and further extend March 12, 2024 and April 12, 2024. The Company’s Amended and Restated Memorandum and Articles of Association provides the Company with the right to extend the Deadline Date eighteen times for an additional one month each time, from April 12, 2023, the initial Deadline Date, to up to October 12, 2024. In connection with the tenth Extension, the Board delivered the Sponsor a written request to draw down $50,000 under its previously-disclosed promissory note. The Sponsor deposited $50,000 each into the Company’s trust account in connection with the tenth, eleventh and twelfth Extension on January 12, 2024, February 17, 2024 and March 12, 2024, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Going Concern Consideration | Going Concern Consideration As of December 31, 2023, the Company had approximately $24,000 in cash held outside of the Trust Account and a working capital deficit of approximately $3.1 million. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), the Company has until October 12, 2024, if all extensions of the Extended Date are exercised, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution of the Company raises substantial doubt about its ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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, 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 Exchange Act) 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 comparison of the accompanying financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the accompanying financial statements in conformity with 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 accompanying financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates are related to the fair value of the warrants. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts. |
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 did not have any cash equivalents as of December 31, 2023 and 2022. |
Cash and Investments Held in the Trust Account | Cash and Investments Held in the Trust Account The Company’s portfolio of investments was initially comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as “trading securities”. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at “fair value”. Trading securities and investments in money market funds are presented on the accompanying balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023, the assets held in the Trust Account were in cash. As of December 31, 2022, the assets held in the Trust Account were in Treasury securities. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on November 13, 2023 the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders (see Note 1). |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the accompanying statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company evaluated the Public Warrants and Private Placement Warrants in accordance with ASC 480 and ASC 815 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Public Warrants and Private Placement Warrants from being accounted for as components of equity. As the Public Warrants and Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, they were recorded as derivative liabilities on the accompanying balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the accompanying statements of operations in the period of change. The determination of fair value for the warrant liabilities represents a significant estimate within the accompanying financial statements. |
Convertible Instruments | Convertible Instruments The Company accounts for that feature conversion options in its promissory notes in accordance with ASC 815. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments “Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The carrying amounts reflected in the accompanying balance sheets for cash, due from related party, and accounts payable approximate fair value due to their short-term nature. The three levels of the fair value hierarchy under ASC 820 are as follows: ● “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 9 for additional information on assets and liabilities measured at fair value. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature that allows for the redemption of such Public Shares (i) in connection with the Company’s liquidation, (ii) if there is a shareholder vote or tender offer in connection with the Business Combination and (iii) in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480, 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. As of December 31, 2023 and 2022, the Class A ordinary shares subject to redemption reflected in the accompanying balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption — January 1, 2023 $ 234,364,451 Less: Redemption of ordinary shares (208,978,864) Plus: Increase in redemption value of Class A ordinary shares subject to redemption 6,054,941 Class A ordinary shares subject to possible redemption — December 31, 2023 $ 31,440,528 |
Offering Costs associated with the Initial Public Offering | Class A ordinary shares subject to possible redemption — January 1, 2023 $ 234,364,451 Less: Redemption of ordinary shares (208,978,864) Plus: Increase in redemption value of Class A ordinary shares subject to redemption 6,054,941 Class A ordinary shares subject to possible redemption — December 31, 2023 $ 31,440,528 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 statements 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transitions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying financial statements. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). The Company has two classes of shares, the Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between redeemable and non-redeemable ordinary shares. The Company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 18,650,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following tables reflect the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Ordinary Shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares (Redeemable) $ 2,528,027 $ 7,429,442 Denominator: Weighted Average Class A ordinary shares (Redeemable) Basic and diluted weighted average shares outstanding 9,753,411 23,000,000 Basic and diluted net income per share $ 0.26 $ 0.32 Class A (non-redeemable) and Class B Ordinary Shares Numerator: Net income allocable to Class A ordinary shares (non-redeemable) and Class B ordinary shares 1,490,366 1,857,361 Denominator: Weighted Average Class A (non-redeemable) and Class B ordinary shares — Basic and diluted weighted average shares outstanding 5,750,000 5,750,000 Basic and diluted net income per share $ 0.26 $ 0.32 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13” Management does not believe there are any material recently issued, but not yet effective, accounting standards that, if currently adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A ordinary shares subject to redemption reflected in the balance sheet | Class A ordinary shares subject to possible redemption — January 1, 2023 $ 234,364,451 Less: Redemption of ordinary shares (208,978,864) Plus: Increase in redemption value of Class A ordinary shares subject to redemption 6,054,941 Class A ordinary shares subject to possible redemption — December 31, 2023 $ 31,440,528 |
Schedule of calculation of basic and diluted net income per ordinary share | For the Year Ended December 31, 2023 2022 Class A Ordinary Shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares (Redeemable) $ 2,528,027 $ 7,429,442 Denominator: Weighted Average Class A ordinary shares (Redeemable) Basic and diluted weighted average shares outstanding 9,753,411 23,000,000 Basic and diluted net income per share $ 0.26 $ 0.32 Class A (non-redeemable) and Class B Ordinary Shares Numerator: Net income allocable to Class A ordinary shares (non-redeemable) and Class B ordinary shares 1,490,366 1,857,361 Denominator: Weighted Average Class A (non-redeemable) and Class B ordinary shares — Basic and diluted weighted average shares outstanding 5,750,000 5,750,000 Basic and diluted net income per share $ 0.26 $ 0.32 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's financial assets that are measured at fair value on a recurring basis | Amount at Fair Description Value Level 1 Level 2 Level 3 December 31, 2023 Liabilities Warrant liability – Public Warrants $ 230,000 $ — $ 230,000 $ — Warrant liability – Private Placement Warrants 143,000 — — 143,000 Total Liabilities $ 373,000 $ — $ 230,000 $ 143,000 Amount at Fair Description Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in the Trust Account $ 234,364,451 $ 234,364,451 $ — $ — Liabilities Warrant liability – Public Warrants $ 230,000 $ — $ 230,000 $ — Warrant liability – Private Placement Warrants 143,000 — — 143,000 Total Liabilities $ 373,000 $ — $ 230,000 $ 143,000 |
Schedule of fair value of the private placement warrants | December 31, 2023 December 31, 2022 Stock price $ 11.05 $ 10.14 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.28 5.27 Volatility 2.80 % 2.6 % Risk-free rate 3.77 % 3.91 % Fair value $ 0.02 $ 0.02 |
Schedule of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis | Fair value at December 31, 2022 $ 143,000 Change in fair value of Private Placement Warrants — Fair value at December 31, 2023 $ 143,000 Fair value at December 31, 2021 $ 3,289,000 Change in fair value of Private Placement Warrants (3,146,000) Fair value at December 31, 2022 $ 143,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | |||||||||||||||
Dec. 12, 2023 USD ($) $ / shares shares | Dec. 11, 2023 item | Nov. 13, 2023 USD ($) | Oct. 13, 2023 USD ($) | Oct. 12, 2023 USD ($) | Sep. 12, 2023 USD ($) | Sep. 08, 2023 USD ($) $ / shares | Aug. 11, 2023 USD ($) | Jul. 12, 2023 USD ($) | Jun. 12, 2023 USD ($) | May 12, 2023 USD ($) | May 09, 2023 USD ($) shares | Apr. 13, 2023 USD ($) | Oct. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 $ / shares shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Purchase price, per unit | $ / shares | $ 10.05 | |||||||||||||||
Transaction costs | $ 30,639,304 | |||||||||||||||
Underwriting fees | 4,000,000 | |||||||||||||||
Deferred underwriting fee payable | 12,100,000 | |||||||||||||||
Other offering costs | 685,615 | |||||||||||||||
Excess of fair value | $ 13,853,689 | |||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||||||||||||||
Redemption limit percentage without prior consent | 15 | |||||||||||||||
Redemption period upon closure | 10 days | |||||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |||||||||||||||
Founder shares conversion ratio | 1 | |||||||||||||||
Aggregate redemption amount | $ (208,978,864) | |||||||||||||||
Balance in trust account | 48,000,000 | |||||||||||||||
Advance from sponsor | 1,889,768 | |||||||||||||||
Cash deposited in trust account | $ 1,330,000 | |||||||||||||||
Initial public offering price per unit | $ / shares | $ 10 | |||||||||||||||
Maximum number of times that the period to consummate the business combination can be extended by the company. | item | 10 | |||||||||||||||
Minimum percentage of votes required to approval of extension amendment | 66.667% | |||||||||||||||
Initial Public Offering | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 23,000,000 | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||
Proceeds from issuance initial public offering | $ 230,000,000 | |||||||||||||||
Initial Public Offering | Private Placement Warrants | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Investment of cash into trust account | $ 231,150,000 | |||||||||||||||
Private Placement | Private Placement Warrants | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Sale of private placement warrants (in shares) | shares | 7,150,000 | |||||||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||||||
Gross proceeds from issuance of warrants | $ 7,150,000 | |||||||||||||||
Over Allotment | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 3,000,000 | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||
Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Maximum amount agreed to be deposited in trust account by sponsor if the extension proposal was approved | $ 160,000 | |||||||||||||||
Share price per public share considered for amount agreed to be deposited in trust account by sponsor if the extension proposal was approved | $ / shares | $ 0.04 | |||||||||||||||
Number of business days following the public announcement of the extension, during which the amount is agreed to be deposited by sponsor in trust account | D | 1 | |||||||||||||||
Maximum contribution to company or trust | $ 50,000 | |||||||||||||||
Maximum payment per share | $ / shares | $ 0.025 | |||||||||||||||
Class A common stock | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common shares, shares issued | shares | 8,665,842 | 4,002,121 | 0 | |||||||||||||
Common shares, shares outstanding | shares | 8,665,842 | 4,002,121 | 0 | |||||||||||||
Class A common stock | Initial Public Offering | Public Warrants | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Exercise price of warrant | $ / shares | $ 11.50 | |||||||||||||||
Class A common stock | Private Placement | Private Placement Warrants | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||||||
Class A Redeemable | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 11 | 11.05 | $ 10.19 | |||||||||||||
Exercised the right for redeem their shares for cash at redemption price per share | $ / shares | $ 10.31 | |||||||||||||||
Aggregate redemption amount | $ 19,990,000 | $ 189,000,000 | ||||||||||||||
Number of shares redeemed | shares | 1,817,650 | 18,336,279 | ||||||||||||||
Class B common stock | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common shares, shares issued | shares | 1,747,879 | 1,747,879 | 5,750,000 | |||||||||||||
Common shares, shares outstanding | shares | 1,747,879 | 1,747,879 | 5,750,000 | |||||||||||||
Class B common stock | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Founder shares conversion ratio | 1 | |||||||||||||||
Class B to Class A conversion (in shares) | shares | 4,002,121 | |||||||||||||||
Extension Promissory Note | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Maximum borrowing capacity of related party loans | $ 1,000,000 | |||||||||||||||
Advance from sponsor | $ 160,000 | |||||||||||||||
Amount requested to be drawn down | $ 160,000 | $ 160,000 | $ 160,000 | |||||||||||||
Cash deposited in trust account | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | |||||||||
Amended and Restated Extension Promissory Note | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Cash deposited in trust account | $ 50,000 | |||||||||||||||
Amended and Restated Extension Promissory Note | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Principal amount of promissory note | $ 2,500,000 | |||||||||||||||
Amended and Restated Extension Promissory Note | Sponsor | Private Placement Warrants | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Unpaid principal balance converted into warrants | $ 1,500,000 | |||||||||||||||
Exercise price of warrant | $ / shares | $ 1 | $ 1 | ||||||||||||||
Amended and Restated Extension Promissory Note | Sponsor | Private Placement | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Unpaid principal balance converted into warrants | $ 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Oct. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash held outside the trust account | $ 24,278 | $ 70,236 | |
Working capital deficit | $ 3,100,000 | ||
Substantial doubt about going concern | true | ||
Cash equivalents | $ 0 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Initial Public Offering | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Number of units issued | 23,000,000 | ||
Warrants | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Antidilutive securities excluded from computation of earnings per share | 18,650,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares subject to redemption (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Class A ordinary shares subject to possible redemption - beginning balance | $ 234,364,451 |
Less: Redemption of ordinary shares | (208,978,864) |
Plus: Increase in redemption value of Class A ordinary shares subject to redemption | 6,054,941 |
Class A ordinary shares subject to possible redemption - ending balance | $ 31,440,528 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income (loss) per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Redeemable | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allocation of net income | $ 2,528,027 | $ 7,429,442 |
Weighted average number of shares outstanding | ||
Weighted average shares outstanding - basic | 9,753,411 | 23,000,000 |
Weighted average shares outstanding - diluted | 9,753,411 | 23,000,000 |
Net income per share - basic | $ 0.26 | $ 0.32 |
Net income per share - diluted | $ 0.26 | $ 0.32 |
Class A (non-redeemable) and Class B | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allocation of net income | $ 1,490,366 | $ 1,857,361 |
Weighted average number of shares outstanding | ||
Weighted average shares outstanding - basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding - diluted | 5,750,000 | 5,750,000 |
Net income per share - basic | $ 0.26 | $ 0.32 |
Net income per share - diluted | $ 0.26 | $ 0.32 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 12, 2021 | Dec. 31, 2023 |
INITIAL PUBLIC OFFERING | ||
Purchase price, per unit | $ 10.05 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 23,000,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering | Class A common stock | ||
INITIAL PUBLIC OFFERING | ||
Number of shares in a unit | 1 | |
Initial Public Offering | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Number of warrants in a unit | 0.5 | |
Initial Public Offering | Public Warrants | Class A common stock | ||
INITIAL PUBLIC OFFERING | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants and rights | $ 11.50 | |
Over Allotment | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 3,000,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | ||
Oct. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | |
PRIVATE PLACEMENT | |||
Subscription receivable | $ 19,982 | ||
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants to purchase shares issued | 7,150,000 | ||
Price of warrants | $ 1 | ||
Gross proceeds from issuance of warrants | $ 7,150,000 | ||
Private Placement | Private Placement Warrants | Class A common stock | |||
PRIVATE PLACEMENT | |||
Price of warrants | $ 11.50 | ||
Number of shares per warrant | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 12 Months Ended | ||||
May 09, 2023 shares | Oct. 12, 2021 USD ($) | Mar. 11, 2021 USD ($) item $ / shares shares | Dec. 31, 2023 D $ / shares shares | Dec. 31, 2022 shares | |
RELATED PARTY TRANSACTIONS | |||||
Founder shares conversion ratio | 1 | ||||
Over Allotment | |||||
RELATED PARTY TRANSACTIONS | |||||
Aggregate purchase price | $ | $ 30,000,000 | ||||
Class A common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Common shares, shares issued | 8,665,842 | 4,002,121 | 0 | ||
Common shares, shares outstanding | 8,665,842 | 4,002,121 | 0 | ||
Class B common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Common shares, shares issued | 1,747,879 | 1,747,879 | 5,750,000 | ||
Common shares, shares outstanding | 1,747,879 | 1,747,879 | 5,750,000 | ||
Sponsor | Class B common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 67% | ||||
Number of class B shares converted into class A shares | 4,002,121 | ||||
Founder shares conversion ratio | 1 | ||||
Founder Shares | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Class B common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Issuance of class B ordinary shares to sponsor (in shares) | 5,750,000 | ||||
Issuance of class B ordinary shares to sponsor (in shares) | $ | $ 25,000 | ||||
Shares subject to forfeiture | 750,000 | ||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20% | ||||
Shares not subject to forfeiture | 750,000 | ||||
Number of class B shares converted into class A shares | 4,002,121 | ||||
Founder Shares | Anchor Investors | |||||
RELATED PARTY TRANSACTIONS | |||||
Sale of units in initial public offering ( in shares) | 1,747,879 | ||||
Share price | $ / shares | $ 0.004 | ||||
Aggregate purchase price | $ | $ 6,992 | ||||
Fair value of the founder shares attributable to the anchor investors | $ | $ 13,860,681 | ||||
Amount attributable to the Anchor Investors per share | $ / shares | $ 7.93 | ||||
Founder Shares | Eight anchor investor | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of anchor investors | item | 8 | ||||
Founder Shares | Eight anchor investor | Initial Public Offering | |||||
RELATED PARTY TRANSACTIONS | |||||
Sale of units in initial public offering ( in shares) | 1,980,000 | ||||
Offering price | $ / shares | $ 10 | ||||
Founder Shares | Six Anchor investor | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of anchor investors | item | 6 | ||||
Founder Shares | Six Anchor investor | Initial Public Offering | |||||
RELATED PARTY TRANSACTIONS | |||||
Sale of units in initial public offering ( in shares) | 980,000 | ||||
Offering price | $ / shares | $ 10 | ||||
Founder Shares | Anchor investor One | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of anchor investors | item | 1 | ||||
Founder Shares | Anchor investor One | Initial Public Offering | |||||
RELATED PARTY TRANSACTIONS | |||||
Sale of units in initial public offering ( in shares) | 780,000 | ||||
Offering price | $ / shares | $ 10 | ||||
Founder Shares | Anchor investor Two | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of anchor investors | item | 1 | ||||
Founder Shares | Anchor investor Two | Initial Public Offering | |||||
RELATED PARTY TRANSACTIONS | |||||
Sale of units in initial public offering ( in shares) | 500,000 | ||||
Offering price | $ / shares | $ 10 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory note-related party (Details) - Sponsor - Promissory Note with Related Party - USD ($) | Oct. 12, 2021 | Mar. 11, 2021 |
RELATED PARTY TRANSACTIONS | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Proceeds from IPO promissory notes | $ 250,000 |
RELATED PARTY TRANSACTIONS - Du
RELATED PARTY TRANSACTIONS - Due from related party (Details) - USD ($) | Jul. 31, 2022 | Dec. 31, 2021 |
IX Acquisition Services LLC | ||
RELATED PARTY TRANSACTIONS | ||
Due from related parties | $ 2,800 | $ 3,500 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative support agreement (Details) - IX Acquisition Services LLC - Administrative Support Agreement - USD ($) | 12 Months Ended | ||
Oct. 06, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |||
Administrative expenses per month | $ 10,000 | ||
Administrative expenses incurred | $ 0 | $ 103,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related party loans (Details) - USD ($) | Sep. 08, 2023 | Apr. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | ||||
Extension promissory note | $ 1,889,768 | $ 0 | ||
Related Party Loans | Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Maximum borrowing capacity of related party loans | $ 1,400,000 | |||
Offering price | $ 11.50 | |||
Related Party Loans | Sponsor | Class A common stock | ||||
RELATED PARTY TRANSACTIONS | ||||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Price of warrant | $ 1 | |||
Loan conversion agreement warrant | $ 1,400,000 | |||
Other liabilities | $ 0 | $ 0 | ||
Entity price | $ 1 | |||
Principal amount of promissory note | $ 1,400,000 | |||
Working Capital Loans | ||||
RELATED PARTY TRANSACTIONS | ||||
Entity price | $ 1 | |||
Extension Promissory Note | Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Maximum borrowing capacity of related party loans | $ 1,000,000 | |||
Interest rate | 0% | |||
Amended and Restated Extension Promissory Note | Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Interest rate | 0% | |||
Principal amount of promissory note | $ 2,500,000 | |||
Amended and Restated Extension Promissory Note | Sponsor | Private Placement Warrants | ||||
RELATED PARTY TRANSACTIONS | ||||
Exercise price of warrant | $ 1 | $ 1 | ||
Unpaid principal balance converted into warrants | $ 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |||
Apr. 12, 2023 USD ($) | Oct. 12, 2021 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Purchase price, per unit | $ / shares | $ 10.05 | |||
Deferred underwriting commissions | $ 6,050,000 | $ 12,100,000 | ||
Fee reduction agreement | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Deferred underwriting commissions | $ 12,100,000 | |||
Total amount of reduction | $ 8,100,000 | |||
Fee reduction agreement | Target at a pre-money valuation above $100 million | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Percentage of aggregate deferred underwriting commissions forfeit | 66.94% | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Total amount of reduction | 6,050,000 | |||
Minimum pre money valuation | $ 100,000,000 | |||
Fee reduction agreement | Target at a pre-money valuation above $100 million | Minimum | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Percentage of aggregate deferred underwriting commissions forfeit | 50% | |||
Over Allotment | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Number of units issued | shares | 3,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Aggregate purchase price | $ 30,000,000 | |||
Aggregate underwriter cash discount | $ 12,100,000 | |||
Deferred fee per unit | $ / shares | $ 0.70 | |||
Working capital loans warrant | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Deferred fee per unit | $ / shares | 0.50 | |||
Initial Public Offering | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Number of units issued | shares | 23,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Underwriting cash discount per unit | $ / shares | $ 0.20 | |||
Aggregate underwriter cash discount | $ 4,000,000 | |||
Initial Public Offering | Fee reduction agreement | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Deferred underwriting commissions | $ 12,100,000 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2023 D $ / shares shares | Dec. 31, 2022 shares | |
Warrants | ||
WARRANTS | ||
Number of warrants outstanding | shares | 18,650,000 | 18,650,000 |
Private Placement Warrants | ||
WARRANTS | ||
Number of warrants outstanding | shares | 7,150,000 | 7,150,000 |
Public Warrants | ||
WARRANTS | ||
Number of warrants outstanding | shares | 11,500,000 | 11,500,000 |
Warrants and rights outstanding exercisable term after business combination | 30 days | |
Warrants and rights outstanding exercisable term after closing of initial public offering | 12 months | |
Public warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Number of trading days on which fair market value of shares is reported | 10 | |
Issue price | $ / shares | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Threshold consecutive trading days for redemption of public warrants | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANTS | ||
Threshold period for filling registration statement after business combination | 30 days | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - Preferred shares (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - Common shares (Details) | 12 Months Ended | ||
Dec. 31, 2023 Vote item $ / shares shares | May 09, 2023 shares | Dec. 31, 2022 $ / shares shares | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Common shares, votes per share | Vote | 1 | ||
Number of class of board of directors | item | 3 | ||
Director's service term | 3 years | ||
Number of class of director appointed each year | item | 1 | ||
Prior to Initial Business Combination | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Threshold voting percentage under special resolution to amend memorandum and articles of association | 90% | ||
Class A common stock | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Number of shares issued | 4,002,121 | 8,665,842 | 0 |
Number of shares outstanding | 4,002,121 | 8,665,842 | 0 |
Class A common stock | Prior to Initial Business Combination | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Common shares, votes per share | Vote | 1 | ||
Class A common stock subject to possible redemption | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Class A ordinary shares subject to possible redemption, shares issued | 2,846,071 | 23,000,000 | |
Class A ordinary shares subject to possible redemption, shares outstanding | 2,846,071 | 23,000,000 | |
Class B common stock | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Number of shares issued | 1,747,879 | 1,747,879 | 5,750,000 |
Number of shares outstanding | 1,747,879 | 1,747,879 | 5,750,000 |
Class B common stock | Prior to Initial Business Combination | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Common shares, votes per share | Vote | 10 | ||
Class B common stock | Sponsor | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 67% | ||
Common stock subject to redemption | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |||
Class A ordinary shares subject to possible redemption, shares issued | 2,846,071 | 2,846,071 | |
Class A ordinary shares subject to possible redemption, shares outstanding | 23,000,000 | 23,000,000 |
FAIR VALUE MEASUREMENTS - Compa
FAIR VALUE MEASUREMENTS - Company's financial assets that are measured at fair value on a recurring basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account: | ||
Cash and Investments held in the Trust Account | $ 31,440,528 | $ 234,364,451 |
Recurring | ||
Investments held in Trust Account: | ||
Cash and Investments held in the Trust Account | 234,364,451 | |
Liabilities | ||
Warrant liability | 373,000 | 373,000 |
Recurring | Public Warrants | ||
Liabilities | ||
Warrant liability | 230,000 | 230,000 |
Recurring | Private Placement Warrants | ||
Liabilities | ||
Warrant liability | 143,000 | 143,000 |
Level 1 | Recurring | ||
Investments held in Trust Account: | ||
Cash and Investments held in the Trust Account | 234,364,451 | |
Level 2 | Recurring | ||
Liabilities | ||
Warrant liability | 230,000 | 230,000 |
Level 2 | Recurring | Public Warrants | ||
Liabilities | ||
Warrant liability | 230,000 | 230,000 |
Level 3 | Recurring | ||
Liabilities | ||
Warrant liability | 143,000 | 143,000 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities | ||
Warrant liability | $ 143,000 | $ 143,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value of private placement warrants (Details) - Level 3 - Private Placement Warrants | Dec. 31, 2023 Y | Dec. 31, 2022 Y |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 11.05 | 10.14 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 11.50 | 11.50 |
Expected term (in years) | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 5.28 | 5.27 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 2.80 | 2.6 |
Risk-free rate | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 3.77 | 3.91 |
Fair value | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability measurement input | 0.02 | 0.02 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 financial instruments that are measured at fair value on a recurring basis (Details) - Level 3 - Warrants - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Warrant liabilities at beginning of period | $ 143,000 | $ 3,289,000 |
Change in fair value of warrant liabilities | $ (3,146,000) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Warrant liabilities at end of period | $ 143,000 | $ 143,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) dividend | Dec. 31, 2022 USD ($) | |
FAIR VALUE MEASUREMENTS | ||
Change in fair value of warrant liabilities | $ (7,516,000) | |
Estimated fair value | ||
FAIR VALUE MEASUREMENTS | ||
Fair value of the convertible promissory notes | $ 0 | |
Public and private placement warrants | ||
FAIR VALUE MEASUREMENTS | ||
Change in fair value of warrant liabilities | $ 0 | $ 7,500,000 |
Dividend yield | ||
FAIR VALUE MEASUREMENTS | ||
Convertible debt, measurement input | dividend | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - Extension Promissory Note - Sponsor | Mar. 12, 2024 USD ($) | Feb. 17, 2024 USD ($) | Jan. 19, 2024 USD ($) item | Jan. 12, 2024 USD ($) |
Subsequent event | ||||
Additional times of extension | item | 18 | |||
Written request to draw down amount under the Extension Promissory Note | $ 50,000 | |||
Amount deposited by sponsor into trust account | $ 50,000 | $ 50,000 | $ 50,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 4,018,393 | $ 9,286,803 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |