Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 22, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Borealis Foods Inc. | ||
Entity Central Index Key | 0001852973 | ||
Entity File Number | 001-40778 | ||
Entity Tax Identification Number | 98-1638988 | ||
Entity Incorporation, State or Country Code | A6 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 30.8 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 1540 Cornwall Rd | ||
Entity Address, Address Line Two | #104 | ||
Entity Address, City or Town | Oakville | ||
Entity Address, State or Province | ON | ||
Entity Address, Postal Zip Code | L6J 7W5 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (905) | ||
Local Phone Number | 278-2200 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,378,890 | ||
Common Shares | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | BRLS | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | BRLSW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 93,115 | $ 680,792 |
Prepaid expenses, current | 29,600 | 236,002 |
Total Current Assets | 122,715 | 916,794 |
Marketable securities held in Trust Account | 21,921,321 | 178,532,948 |
TOTAL ASSETS | 22,044,036 | 179,449,742 |
Current Liabilities | ||
Accrued expenses | 3,432,370 | 842,513 |
Total Current Liabilities | 7,487,224 | 2,501,153 |
Commitments and Contingencies | ||
Class A ordinary shares, par value $0.0001; subject to possible redemption, 1,939,631 shares as of December 31, 2023 and 17,250,000 shares as of December 31, 2022, respectively, at redemption value | 21,921,321 | 178,532,948 |
Shareholders’ Deficit | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (7,364,970) | (1,584,820) |
Total Shareholders’ Deficit | (7,364,509) | (1,584,359) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 22,044,036 | 179,449,742 |
Class A Ordinary Shares | ||
Shareholders’ Deficit | ||
Ordinary shares value | 180 | 30 |
Class B Ordinary Shares | ||
Shareholders’ Deficit | ||
Ordinary shares value | 281 | 431 |
Related Party | ||
Current Liabilities | ||
Promissory note - related party | 3,988,000 | 1,500,000 |
Related party payable | $ 66,854 | $ 158,640 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption value | 1,939,631 | 17,250,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 1,800,000 | 300,000 |
Ordinary shares, shares outstanding | 1,800,000 | 300,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,812,500 | 4,312,500 |
Ordinary shares, shares outstanding | 2,812,500 | 4,312,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses | $ 5,130,993 | $ 2,886,611 |
Loss from operations | (5,130,993) | (2,886,611) |
Other income (expense): | ||
Dividend income | 2,201,765 | 2,578,984 |
Interest income | 5,159 | 4,010 |
Foreign exchange (loss) / gain | (17,334) | 1,073 |
Net loss | $ (2,941,403) | $ (302,544) |
Redeemable Class A Ordinary Shares | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in Shares) | 4,463,896 | 17,250,000 |
Basic net loss per ordinary share (in Dollars per share) | $ (0.32) | $ (0.01) |
Non-redeemable Ordinary Shares | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in Shares) | 4,612,500 | 4,612,500 |
Basic net loss per ordinary share (in Dollars per share) | $ (0.32) | $ (0.01) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Class A Ordinary Shares | ||
Diluted weighted average shares outstanding | 4,463,896 | 17,250,000 |
Diluted net loss per ordinary share | $ (0.32) | $ (0.01) |
Non-redeemable Ordinary Shares | ||
Diluted weighted average shares outstanding | 4,612,500 | 4,612,500 |
Diluted net loss per ordinary share | $ (0.32) | $ (0.01) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 30 | $ 431 | $ 1,708,296 | $ (407,624) | $ 1,301,133 |
Balance (in Shares) at Dec. 31, 2021 | 300,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption amount | (1,708,296) | (874,652) | (2,582,948) | ||
Net loss | (302,544) | (302,544) | |||
Balance at Dec. 31, 2022 | $ 30 | $ 431 | (1,584,820) | (1,584,359) | |
Balance (in Shares) at Dec. 31, 2022 | 300,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption amount | (2,838,747) | (2,838,747) | |||
Conversion of Class B ordinary shares to Class A ordinary shares | $ 150 | $ (150) | |||
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares) | 1,500,000 | (1,500,000) | |||
Net loss | (2,941,403) | (2,941,403) | |||
Balance at Dec. 31, 2023 | $ 180 | $ 281 | $ (7,364,970) | $ (7,364,509) | |
Balance (in Shares) at Dec. 31, 2023 | 1,800,000 | 2,812,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,941,403) | $ (302,544) |
Dividend income | (2,201,765) | (2,578,984) |
Foreign exchange loss/(gain) | 17,334 | (1,073) |
Changes in operating assets and liabilities: | ||
Accrued expenses | 2,580,737 | 604,049 |
Prepaid expenses | 206,402 | 172,834 |
Net cash used in operating activities | (2,338,695) | (2,105,718) |
Cash flows from Investing Activities: | ||
Deposit into the Trust Account | (636,982) | |
Cash withdrawn from trust account in connection with redemptions of Class A ordinary shareholders | 159,450,374 | |
Net cash provided by investing activities | 158,813,392 | |
Cash flows from Financing Activities: | ||
Proceeds from promissory note - related party | 2,488,000 | 1,500,000 |
Repayment of related party payable | (100,000) | |
Proceeds from related party | 163,126 | |
Payment for redemptions of Class A ordinary shares | (159,450,374) | |
Net cash (used in) provided by financing activities | (157,062,374) | 1,663,126 |
Net Change in Cash: | (587,677) | (442,592) |
Cash - Beginning | 680,792 | 1,123,384 |
Cash - Ending | 93,115 | 680,792 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Remeasurement for Class A ordinary shares subject to redemption | $ 2,838,747 | $ 2,582,948 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Description of Business Operations [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Oxus Acquisition Corp. (the “ Company Business Combination As of the balance sheet date, 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 February 3, 2021 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (“ Initial Public Offering On February 7, 2024, the Company completed its Business Combination and has since been an operating entity (refer to Note 9). On September 8, 2021, the Company closed its Initial Public Offering of 15,000,000 units at $10.00 per unit (the “ Units Public Shares Private Warrants Sponsor Nasdaq Transaction costs amounted to $3.70 million consisting of $3.00 million in cash of underwriting fees and $0.70 million of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering on September 8, 2021, the Company deposited $153.00 million ($10.20 per Unit) from the proceeds of the Initial Public Offering in the trust account (the “ Trust Account On September 13, 2021, the underwriters exercised their over-allotment option in full (see Note 4), according to which the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 900,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23.40 million. The proceeds from the sale of the additional Units were deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $175.95 million, and incurring additional cash underwriting discount of approximately $0.45 million. The Company will provide its holders of the outstanding Public Shares (the “ public shareholders FASB The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules 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 amended (the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“ SEC 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 Certificate of Incorporation 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 The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company initially had until March 8, 2023 to complete a Business Combination, which was extended until December 8, 2023 (the “ Combination Period Extension Charter Amendment The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires 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. In order to protect the amounts held in the Trust Account, the Sponsor has 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 the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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 On February 23, 2023, the Company entered into a Business Combination agreement by and among the Company, 1000397116 Ontario Inc., a corporation incorporated under the laws of the province of Ontario, Canada (“ Newco Borealis Business Combination Agreement Continuance New Oxus Borealis Amalgamation Amalco New Oxus Amalgamation Transaction The Business Combination Agreement was unanimously approved by Oxus’ and Borealis’ respective board of directors. Under the Business Combination Agreement, the shareholders of Borealis (“ Borealis Shareholders Borealis Value On March 2, 2023, at the extraordinary general meeting of shareholders in connection with the Extension, the holders of 15,300,532 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the Trust Account. On August 11, 2023, the Company, and Borealis, entered into an amendment (the “ Amendment New SPAC Bylaws (Amended) On August 14, 2023, the Company filed a registration statement on (“ Form S-4 On October 24, 2023, the Company filed an amendment to Form S-4 (“ Amendment 1 Amendment 2 On November 8, 2023, the Company’s shareholders filed a preliminary proxy statement announcing an extraordinary general meeting (the “Extraordinary General Meeting”) to consider and vote upon the following proposals: (a) as a special resolution, to amend the Company’s Second Amended and Restated Memorandum and the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the filed proxy statement to extend the date by which the Company must (1) consummate a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the units sold in the Company’s Initial Public Offering if it fails to complete such Business Combination, for up to an additional six months, from the December 8, 2023 to up to June 8, 2024, or such earlier date as determined by the Company’s board of directors; and (b) as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. On December 5, 2023, in connection with the Second Extraordinary General Meeting, the Company filed the Charter Amendment to extend the date by which the Company must consummate its initial Business Combination from December 8, 2023 to June 8, 2024, or such earlier date as determined by the Company’s board of directors (the “Extended Date”). The Company’s shareholders approved the Charter Amendment at the Extraordinary General Meeting on December 5, 2023. On December 5, 2023, at the Second Extraordinary General Meeting, the holders of 9,837 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.20 per share, for an aggregate redemption amount of approximately $0.11 million, leaving approximately $21.73 million in the Trust Account. On January 16, 2024, the Company’s S-4 registration statement was declared effective. On February 2, 2024, the Company held an extraordinary general meeting (the “ Third Extraordinary General Meeting On February 7, 2024 (the “ Closing Date Shareholder Support Agreements Concurrently with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into an agreement, pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor of the Transaction and not sell or transfer their Borealis shares (the “ Shareholder Support Agreements Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Oxus, Borealis and the Sponsor entered into an agreement, pursuant to which, among other things, Sponsor agreed to (A) vote its founder shares in favor of the Transaction and the Oxus Proposals, (B) not redeem its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain Sponsor founder shares as a part of incentive equity compensation for directors, officers and employees of New Oxus (subject to terms and conditions set forth in such agreement) (the “ Sponsor Support Agreement Registration Rights Agreement In connection with the closing date (the “Closing”), Oxus and certain Borealis Shareholders and certain shareholders of Oxus (the “ Holders Registration Rights Agreement Lock-Up Agreements In connection with the Closing, Oxus and certain directors/officers/five percent (5%) or greater shareholders of Borealis (the “ Subject Party Lock-Up Agreements Liquidity and Going Concern As of December 31, 2023, the Company had $0.09 million in its operating bank account, $21.92 million of marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficienc y of $7.36 million. In February 2024, the Company completed its Business Combination, resulting in approximately $50.3 million of convertible debt converting to equity. Also, the Company expects lower operating expenses in 2024 with the completion of the merger. In connection with the Company's assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, the historical operating results raise substantial doubt about the Company's ability to continue as a going concern. The Company is taking proactive measures to address this concern and believes that the actions discussed below are likely to mitigate the doubt raised by its historical performance and meet its estimated liquidity needs for at least one year from the issuance date of these financial statements. Nevertheless, the Company cannot guarantee the success of these actions or their ability to generate the expected liquidity as currently planned. The Company's ability to continue as a going concern is contingent upon various factors, including its ability to meet financial requirements, secure additional capital, and execute successful future operations. The financial statements have not been adjusted to reflect the possible effects of the Company not continuing as a going concern. Management intends to finance the Company's operations through advances from existing lines of credit until such time as a merger or other investment can be secured. However, there are currently no formal agreements in place for such funding or issuance of securities, and there can be no assurance of their availability in the future. Nonetheless, management believes that this strategy provides a viable opportunity for the Company to continue as a going concern. Substantial doubt continues to exist about the ability of the Company to continue as a going concern within one year from the filing date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. The recent military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act Treasury |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act 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 Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Estimates made in preparing these financial statements include, among other things, the fair value measurement of shares transferred by the Sponsor to independent director nominees and fair value of shares to be transferred on completion of the Business Combination as per the Incentive agreements entered by the Sponsor and officers of the Company. Actual results could differ from those estimates. Cash and Cash Equivalents The Company had $0.9 Marketable Securities Held in Trust Account The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in dividend income in the accompanying statements of operations. The estimated fair values of marketable securities held in Trust Account are determined using available market information. On December 31, 2023, and December 31, 2022, the Company had $21.87 Ordinary Shares Subject to Possible Redemption All of the 17,250,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the ASC 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company requires the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: December 31, December 31, Balance brought forward $ 178,532,948 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 2,838,747 2,582,948 Redemption of Class A ordinary shares (159,450,374 ) - Class A ordinary shares subject to possible redemption $ 21,921,321 $ 178,532,948 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company recorded $3.87 million of offering costs as a reduction of temporary equity and $0.28 million of offering costs as a reduction of permanent equity upon the completion of the Initial Public Offering ($3.45 million related to underwriters’ commissions and $0.70 million related to other offering expenses). Net Loss Per Ordinary Share The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. For the For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (1,446,622 ) $ (238,714 ) Denominator: Weighted average redeemable Class A ordinary shares, basic and diluted 4,463,896 17,250,000 Basic and diluted net loss per share, redeemable Class A ordinary shares $ (0.32 ) $ (0.01 ) Non-redeemable ordinary shares Numerator: Net loss allocable to non-redeemable ordinary shares $ (1,494,781 ) $ (63,830 ) Denominator: Weighted average non-redeemable ordinary shares, basic and diluted 4,612,500 4,612,500 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.32 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions In accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction. The company is not presently subject to income taxes or income tax filing requirements in the Cayman Islands. As such, the company’s income tax provision was zero for the year ended December 31, 2023. Warrants The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 In addition to the 23,400,000 warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000 Public Warrants (as defined at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment options. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance. Foreign Currency Transactions Certain transactions are denominated in a currency other than the Company’s functional currency of the U.S. dollar, and the Company generates assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ ASU 2022-03 Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ ASU ASU 2020-06 ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU. In June 2016, the FASB issued ASU 2016-12, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company adopted the provisions of this guidance with effect from January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company offered for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one warrant (“ Public Warrant On September 13, 2021, the underwriters fully exercised their over-allotment option and purchased an additional 2,250,000 Units, generating additional gross proceeds of approximately $22.50 million, and incurring additional cash underwriting discount of approximately $0.45 million. In connection with the sale of Units pursuant to the over-allotment option, the Company sold an additional 900,000 Private Warrants to the Sponsor and the underwriters generating additional gross proceeds of approximately $0.90 million. A total of approximately $23.4 million of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $175.95 million. In connection with the Initial Public Offering, the Company granted the underwriters an option to purchase 2,250,000 shares of the Company’s ordinary share at the Initial Public Offering price, or $10.00 per share, for 45 days commencing on September 8, 2021 (grant date). Since this option extended beyond the closing of the Initial Public Offering, this option feature represented a call option that was accounted for under ASC 480, Distinguishing Liabilities from Equity. Accordingly, the call option has been separately accounted for at a fair value with the change in fair value between the grant date and September 13, 2021 recorded as other income. The Company used the Black-Scholes valuation model to determine the fair value of the call option at the grant date and again at September 13, 2021 (refer to Note 8 for fair value information). |
Private Warrants
Private Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Private Warrants [Abstract] | |
PRIVATE WARRANTS | NOTE 4 – PRIVATE WARRANTS Concurrently with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 8,400,000 Private Warrants, generating gross proceeds of $8.40 million in aggregate in a private placement. Each Private Warrant is exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment. As a result of the underwriters’ election to fully exercise their over-allotment option on September 13, 2021, the Sponsor and the underwriters and its designees purchased an additional 900,000 Private Warrants, at a purchase price of $1.00 per Private Warrant. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares During the period from February 3, 2021 (inception) through March 22, 2021, the Sponsor paid $25,000 to cover certain formation and offering costs of the Company in consideration for 8,625,000 shares of Class B ordinary shares (the “ Founder Shares The Founder Shares include an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The allocation of the Founder Shares to the director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ ASC 718 On May 31, 2022, Mr. Sergei Ivashkovsky resigned from his position as independent director within the Company and returned 50,000 Founder Shares to the Sponsor. On June 1, 2022, Mr. Karim Zahmoul was appointed as independent director. On June 7, 2022, 50,000 Founder Shares were transferred to Mr. Karim Zahmoul by the Sponsor. The fair value of the 50,000 Founder Shares granted to the Mr. Karim Zahmoul on June 7, 2022 was $0.02 million or $0.33 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance. The fair value of the allocated Founder Shares was measured at fair value using a Monte Carlo simulation model. As of December 31, 2023, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Through July 2021, the Sponsor surrendered an aggregate 4,312,500 Founder Shares to the Company for no consideration. All shares and associated amounts have been retroactively adjusted to reflect the share surrender. On September 13, 2021, no Class B ordinary share was available for forfeiture as a result of the underwriters’ full exercise of the over-allotment option. Founder Shares are subject to lock-up until (i) with respect to 50% of the Founder Shares, the earlier of one year after the date of the consummation of the initial Business Combination and the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing after the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, the one-year anniversary of the consummation of the initial Business Combination. Notwithstanding the foregoing, the Founder Shares will be releases earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. On April 5, 2023, in accordance with the provisions of the Memorandum and Articles of Association, the Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. As of balance sheet date, following conversion, there were 2,812,500 Founder Shares issued and outstanding. Underwriter Founder Shares On March 23, 2021, the Company had issued to its underwriters and/or its designees, an aggregate of 400,000 shares of Class A ordinary shares at $0.0001 per share (“ Underwriter Founder Shares Through June 2021, the underwriters and/or its designees surrendered an aggregate of 100,000 Underwriter Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively adjusted to reflect the share surrender. Promissory Note — Related Party On March 22, 2021, the Sponsor issued an unsecured promissory note to the Company (the “ Promissory Note On June 25, 2021, the terms of the Promissory Note were revised to be payable on or the earlier of December 31, 2021, or the consummation of the Proposed Public Offering. On September 8, 2021, the outstanding balance of $0.28 million was repaid in full and is no longer available. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Amended Note On September 8, 2022, the Company issued a promissory note for up to approximately $1.5 million (the “ Note Maturity Date On February 28, 2023, the Note was amended to increase its principal amount to $3.5 million (the “ Amended Note Maturity Date In March 2023, $0.3 million was funded through the Amended Note, out of which $0.18 million was deposited in the Trust Account as the Extension Loan (defined below) and $0.12 million was for working capital purposes. From April to June 2023, $0.9 million was funded through the Amended Note, out of which $0.12 million was deposited into the Trust Account as an Extension Loan and $0.78 million was kept for working capital purposes. In addition, $0.15 million was repaid to the Sponsor. From July to September 2023, $0.8 million was funded through the Amended Note, out of which $0.12 million was deposited into the Trust Account as an Extension Loan and $0.68 million was kept for working capital purposes. On October 2, 2023, the Company entered into the Second Amended and Restated Promissory Note (the “ Second Amended Note On October 16, 2023, $0.1 million was drawn under the Second Amended Note, followed by a further draw down of $0.3 million on October 24, 2023. A portion of these funds in an amount of $120,000 was used to fund the Extension Loan. From October to December 2023, $0.64 million was funded through the Amended Note, out of which $0.17 million was deposited into the Trust Account as an Extension Loan and $0.47 million was kept for working capital purposes. As of December 3 1, 2023, $4 million was ou Extension Funds The Sponsor has agreed to loan the Company (i) the lesser of (a) an aggregate of $0.18 million or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension for each of the six subsequent calendar months commencing on June 8, 2023 (the “ Extension Loan New Oxus Shares On September 22, 2023, the Sponsor entered into incentive agreements with each of Kanat Mynzhanov, the Chief Executive Officer of the Company (the “ CEO CFO Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of these shares at September 22, 2023 was $2.73 million or $10.91 per share. The Class A shares were granted subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the transfer of New Oxus shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance. The closing share price of the Class A shares of the Company on the grant date was determined to be fair value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Related Party Payable At close of the Initial Public Offering, the operating bank account of the Company held an excess of $0.86 million, resulting from an over funding in connection with the close of the Initial Public Offering. On September 9, 2021, the over funding was returned to the Sponsor. As of December 31, 2023, $0.07 million was due to the Sponsor in connection with professional fees paid on behalf of the Company, after the repayment of an amount of $0.10 million to the Sponsor, in connection to an over-funding. As of December 31, 2022, $0.16 million was outstanding, which comprised of $0.06 million due to the Sponsor in connection with professional fees paid on behalf of the Company, in addition of an amount of $0.10 million in connection to an over-funding. Administrative Support Agreement The Company has agreed to pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and administrative support. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. This arrangement was further extended to June 8, 2024 (refer to Note 1 for details). For the year ended December 31, 2023, the Company incurred $0.12 million for these services, of which such amount is included in the operating costs on the accompanying statements of operations. For the year ended December 31, 2022, the Company incurred $0.12 million for these services, of which such amount is included in the operating costs on the accompanying statements of operations. Registration Rights Pursuant to the Registration Rights Agreement entered into on September 2, 2021, the holders of the Founder Shares, Private Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged the Underwriters as advisors in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the Underwriters a cash fee for such services upon the consummation of a Business Combination of $5.2 million that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). Legal Success Fee As a contingent arrangement, an additional fee up to $0.2 million is payable to the Company’s legal counsel in the event that the Company completes a Business Combination. Advisory Service Agreement On January 16, 2024, the Company entered into an agreement with IB Capital LLC (“IB CAP”) for advisory services, with the term beginning on January 16, 2024 (“the Effective Term Date Term End Date |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7 – SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 5,000,000 preferred shares with a par value of $0.0001 per preferred share. On December 31, 2023, and December 31, 2022, there were no Class A Ordinary Shares The Company is authorized to issue up to 500,000,000 shares of Class A ordinary shares, with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. Through December 31, 2021, the underwriters and/or its designees effected a surrender of an aggregate of 100,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively adjusted to reflect the share surrender. On April 5, 2023, in accordance with the provisions of the Memorandum and Articles of Association, the Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. As of December 31, 2023 there were 1,800,000 non-redeemable shares of Class A ordinary shares issued and outstanding, and as of December 31, 2022, there were 300,000 non-redeemable shares of Class A ordinary shares issued and outstanding. This number excludes 1,939,631 shares of Class A ordinary shares as of December 31, 2023 and 17,250,000 shares of Class A ordinary shares as of December 31, 2022, that were outstanding and subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. Through December 31, 2021, the Sponsor effected a surrender of an aggregate of 4,312,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 4,312,500. All shares and associated amounts have been retroactively adjusted to reflect the share surrender. Holders of Class A ordinary shares and holders of Class B ordinary shares, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters submitted to a vote of the Company’s shareholder except as otherwise required by law. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares on a one-for-one basis (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the Business Combination, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination. In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. On April 5, 2023, in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. As of December 31, 2023, there were 2,812,500 shares of Class B ordinary shares issued and outstanding. As of December 31, 2022, there were 4,312,500 shares of Class B ordinary shares issued and outstanding. 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. Redemption of Warrants When the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any, Founder Shares held by our Sponsor 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 the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “ Market Value |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 ● Level 2 ● Level 3 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, by level within the fair value hierarchy: Quoted Prices in Active Markets Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 21,921,321 $ — $ — $ 21,921,321 $ — $ — As of December 31, 2023 the amount $21.92 million includes deposit in transit of $0.05 million. 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, 2022 by level within the fair value hierarchy: Quoted Prices in Active Markets Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 178,532,948 $ - $ - $ 178,532,948 $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than already disclosed, that would have required adjustment or disclosure in the financial statements. On February 2, 2024, the Company held an extraordinary general meeting of shareholders (the “ Second Extraordinary General Meeting On the Closing Date, the Transaction was consummated, following shareholder approval at the Second Extraordinary General Meeting. On February 6, 2024, a repayment of $0.95 million was made in connection with the Second Amended Note. On February 7, 2024, Borealis, promises to pay to the order of the Sponsor or its registered assigns or successors in interest, or order, the principal sum of $7.60 million in lawful money of the United States of America. No interest shall accrue on the unpaid principal balance of this Note. This Sponsor Note amends, replaces, and supersedes in its entirety that certain Second Amended Note, dated October 2, 2023, made by the Company, in favor of the sponsor, and the unpaid principal balance of the indebtedness evidenced by the Second Amended Note is being merged into and will hereafter be evidenced by this Sponsor Note. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,941,403) | $ (302,544) |
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 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act 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 Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Estimates made in preparing these financial statements include, among other things, the fair value measurement of shares transferred by the Sponsor to independent director nominees and fair value of shares to be transferred on completion of the Business Combination as per the Incentive agreements entered by the Sponsor and officers of the Company. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company had $0.9 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in dividend income in the accompanying statements of operations. The estimated fair values of marketable securities held in Trust Account are determined using available market information. On December 31, 2023, and December 31, 2022, the Company had $21.87 |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 17,250,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the ASC 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company requires the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: December 31, December 31, Balance brought forward $ 178,532,948 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 2,838,747 2,582,948 Redemption of Class A ordinary shares (159,450,374 ) - Class A ordinary shares subject to possible redemption $ 21,921,321 $ 178,532,948 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company recorded $3.87 million of offering costs as a reduction of temporary equity and $0.28 million of offering costs as a reduction of permanent equity upon the completion of the Initial Public Offering ($3.45 million related to underwriters’ commissions and $0.70 million related to other offering expenses). |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. For the For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (1,446,622 ) $ (238,714 ) Denominator: Weighted average redeemable Class A ordinary shares, basic and diluted 4,463,896 17,250,000 Basic and diluted net loss per share, redeemable Class A ordinary shares $ (0.32 ) $ (0.01 ) Non-redeemable ordinary shares Numerator: Net loss allocable to non-redeemable ordinary shares $ (1,494,781 ) $ (63,830 ) Denominator: Weighted average non-redeemable ordinary shares, basic and diluted 4,612,500 4,612,500 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.32 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions In accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction. The company is not presently subject to income taxes or income tax filing requirements in the Cayman Islands. As such, the company’s income tax provision was zero for the year ended December 31, 2023. |
Warrants | Warrants The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 In addition to the 23,400,000 warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000 Public Warrants (as defined at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment options. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance. |
Foreign Currency Transactions | Foreign Currency Transactions Certain transactions are denominated in a currency other than the Company’s functional currency of the U.S. dollar, and the Company generates assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ ASU 2022-03 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ ASU ASU 2020-06 ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU. In June 2016, the FASB issued ASU 2016-12, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company adopted the provisions of this guidance with effect from January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | As of December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: December 31, December 31, Balance brought forward $ 178,532,948 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 2,838,747 2,582,948 Redemption of Class A ordinary shares (159,450,374 ) - Class A ordinary shares subject to possible redemption $ 21,921,321 $ 178,532,948 |
Schedule of Diluted Loss Per Ordinary Share | The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. For the For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (1,446,622 ) $ (238,714 ) Denominator: Weighted average redeemable Class A ordinary shares, basic and diluted 4,463,896 17,250,000 Basic and diluted net loss per share, redeemable Class A ordinary shares $ (0.32 ) $ (0.01 ) Non-redeemable ordinary shares Numerator: Net loss allocable to non-redeemable ordinary shares $ (1,494,781 ) $ (63,830 ) Denominator: Weighted average non-redeemable ordinary shares, basic and diluted 4,612,500 4,612,500 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.32 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial Assets that are Measured at Fair Value | 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, by level within the fair value hierarchy: Quoted Prices in Active Markets Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 21,921,321 $ — $ — $ 21,921,321 $ — $ — Quoted Prices in Active Markets Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 178,532,948 $ - $ - $ 178,532,948 $ - $ - |
Organization and Description _2
Organization and Description of Business Operations (Details) | 12 Months Ended | |||||||||
Feb. 02, 2024 USD ($) $ / shares shares | Dec. 05, 2023 USD ($) $ / shares shares | Aug. 11, 2023 | Mar. 02, 2023 USD ($) $ / shares shares | Aug. 16, 2022 | Sep. 13, 2021 USD ($) $ / shares shares | Sep. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Number $ / shares shares | Feb. 29, 2024 USD ($) | Dec. 31, 2022 USD ($) | |
Organization And Description Of Business Operations [Line Items] | ||||||||||
Condition for future business combination number of businesses minimum (in Number) | Number | 1 | |||||||||
Share issued price (in Dollars per share) | $ / shares | $ 10.2 | $ 10 | ||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | |||||||||
Transaction costs | $ 3,700,000 | |||||||||
Underwriting fees | 3,000,000 | |||||||||
Offering costs | $ 700,000 | |||||||||
Condition for Future business combination threshold percentage ownership | 50% | |||||||||
Aggregate proceeds held in trust account | $ 175,950,000 | |||||||||
Maturity term of U.S government securities | 185 days | |||||||||
Gross proceeds | 22,500,000 | |||||||||
Underwriting discount | $ 450,000 | |||||||||
Public per share (in Dollars per share) | $ / shares | $ 10.2 | |||||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||||||
Minimum percentage that can be redeemed without prior consent of the company | 15% | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Threshold number of business days to redeem public shares from combination period | 10 days | |||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||||
Aggregate redemption amount | $ 159,340,000 | |||||||||
Trust account | $ 20,300,000 | |||||||||
Shareholders percentage | 5% | |||||||||
Shares percentage | 50% | |||||||||
Restricted securities percentage | 50% | |||||||||
Operating bank | $ 90,000 | |||||||||
Marketable securities held in Trust Account | 21,921,321 | $ 178,532,948 | ||||||||
Working capital deficiency | $ (7,364,970) | $ (1,584,820) | ||||||||
Excise tax of fair market value | 1% | 50% | ||||||||
Maximum [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
SPAC Equity Plan | 15% | |||||||||
Minimum [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
SPAC Equity Plan | 5% | |||||||||
Inflation Reduction Act of 2022 [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Federal excise tax | 1% | |||||||||
Borealis Foods Inc [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Net indebtedness | $ 150,000,000 | |||||||||
Private Warrants [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Sale of warrants (in Shares) | shares | 8,400,000 | |||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | |||||||||
Gross proceeds | $ 23,400,000 | |||||||||
Common Stock [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Sale of per unit (in Dollars per share) | $ / shares | $ 12 | |||||||||
Initial Public Offering [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Number of units issued (in Shares) | shares | 15,000,000 | 15,000,000 | ||||||||
Share issued price (in Dollars per share) | $ / shares | $ 10 | |||||||||
Aggregate proceeds held in trust account | $ 153,000,000 | |||||||||
Initial Public Offering [Member] | Private Warrants [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Number of units issued (in Shares) | shares | 2,250,000 | 17,250,000 | ||||||||
Share issued price (in Dollars per share) | $ / shares | $ 10 | |||||||||
Sale of per unit (in Dollars per share) | $ / shares | $ 10 | |||||||||
Underwriting discount | $ 450,000 | |||||||||
Class A ordinary shares [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Share issued price (in Dollars per share) | $ / shares | $ 11.2 | |||||||||
Number of redeem shares (in Shares) | shares | 15,300,532 | |||||||||
Common stock redemption price (in Dollars per share) | $ / shares | $ 10.41 | |||||||||
Redeemed shares (in Shares) | shares | 9,837 | |||||||||
Redemption amount | $ 110,000 | |||||||||
Common stock held-in trust account | $ 21,730,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Share issued price (in Dollars per share) | $ / shares | $ 11.35 | |||||||||
Subsequent Event [Member] | Class A ordinary shares [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Common stock held-in trust account | $ 21,420,000 | |||||||||
Common stock shares, exercised (in Shares) | shares | 1,886,751 | |||||||||
Common stock, price per share (in Dollars per share) | $ / shares | $ 11.35 | |||||||||
Forecast [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Convertible debt | $ 50.3 | |||||||||
Sponsor [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Gross proceeds | $ 900,000 | |||||||||
Public per share (in Dollars per share) | $ / shares | $ 10.2 | |||||||||
Sponsor [Member] | Private Warrants [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Number of units issued (in Shares) | shares | 900,000 | |||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||
Organization And Description Of Business Operations [Line Items] | ||||||||||
Condition for future business combination use of proceeds percentage | 80% | |||||||||
Marketable securities held in Trust Account | $ 21,920,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||
Cash | $ 93,115 | $ 680,792 | |
Marketable securities held in the Trust Account | 21,921,321 | $ 178,532,948 | |
Deposit amount | 21,920,000 | ||
Deposit in transit amount | 50,000 | ||
Offering costs | 3,870,000 | ||
Underwriters’ commissions | 3,450,000 | ||
Other offering expenses | 700,000 | ||
Federal depository insurance coverage corporation limit | $ 250,000 | ||
Tax benefit percentage | 1% | 50% | |
Income tax provision | $ 0 | ||
Private Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Offering costs | $ 280,000 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Ordinary shares subject to possible redemption value (in Shares) | 1,939,631 | 17,250,000 | |
Class A Ordinary Shares [Member] | Private Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Ordinary shares subject to possible redemption value (in Shares) | 17,250,000 | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 23,400,000 | ||
Warrant [Member] | Private Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 3,150,000 | ||
Public Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 15,000,000 | ||
Public Warrant [Member] | Private Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 2,250,000 | ||
Private Placement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 8,400,000 | ||
Private Placement [Member] | Private Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrants issued (in Shares) | 900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - Ordinary Shares Subject to Possible Redemption [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Line Items] | ||
Balance brought forward | $ 178,532,948 | $ 175,950,000 |
Remeasurement of carrying value to redemption value | 2,838,747 | 2,582,948 |
Redemption of Class A ordinary shares | (159,450,374) | |
Class A ordinary shares subject to possible redemption | $ 21,921,321 | $ 178,532,948 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Loss Per Ordinary Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Numerator: | ||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (1,446,622) | $ (238,714) |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 4,463,896 | 17,250,000 |
Basic net loss per share | $ (0.32) | $ (0.01) |
Non-Redeemable Ordinary Shares [Member] | ||
Denominator: | ||
Basic weighted average ordinary shares outstanding | 4,612,500 | 4,612,500 |
Basic net loss per share | $ (0.32) | $ (0.01) |
Numerator: | ||
Net loss allocable to non-redeemable ordinary shares | $ (1,494,781) | $ (63,830) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Loss Per Ordinary Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Schedule of Diluted Loss Per Ordinary Share [Line Items] | ||
Diluted weighted average ordinary shares outstanding | 4,463,896 | 17,250,000 |
Diluted net loss per share | $ (0.32) | $ (0.01) |
Non-Redeemable Ordinary Shares [Member] | ||
Schedule of Diluted Loss Per Ordinary Share [Line Items] | ||
Diluted weighted average ordinary shares outstanding | 4,612,500 | 4,612,500 |
Diluted net loss per share | $ (0.32) | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 13, 2021 | Sep. 08, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | |
Initial Public Offering [Line Items] | |||||
Share issued price per shares (in Dollars per share) | $ 10.2 | $ 10 | |||
Exercise price (in Dollars per share) | $ 11.5 | ||||
Gross proceeds (in Dollars) | $ 22,500 | ||||
Underwriting discount (in Dollars) | 450 | ||||
Net proceeds (in Dollars) | 23,400 | ||||
Aggregate proceeds held in the trust account (in Dollars) | $ 175,950 | ||||
Purchase of ordinary shares | 100,000 | ||||
Initial Public Offering [Member] | |||||
Initial Public Offering [Line Items] | |||||
Number of units issued | 15,000,000 | 15,000,000 | |||
Share issued price per shares (in Dollars per share) | $ 10 | ||||
Aggregate proceeds held in the trust account (in Dollars) | $ 153,000 | ||||
Purchase of ordinary shares | 2,250,000 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering [Line Items] | |||||
Number of units issued | 2,250,000 | 17,250,000 | |||
Share issued price per shares (in Dollars per share) | $ 10 | ||||
Underwriting discount (in Dollars) | $ 450 | ||||
Public Warrant [Member] | Initial Public Offering [Member] | |||||
Initial Public Offering [Line Items] | |||||
Number of shares in a unit | 1 | ||||
Number of shares per warrant | 1 | ||||
Private Warrants [Member] | |||||
Initial Public Offering [Line Items] | |||||
Exercise price (in Dollars per share) | $ 1 | ||||
Gross proceeds (in Dollars) | $ 23,400 | ||||
Private Warrants [Member] | Initial Public Offering [Member] | |||||
Initial Public Offering [Line Items] | |||||
Exercise price (in Dollars per share) | $ 1 | ||||
Sponsor [Member] | |||||
Initial Public Offering [Line Items] | |||||
Gross proceeds (in Dollars) | $ 900 | ||||
Purchase of ordinary shares | 4,312,500 | ||||
Sponsor [Member] | Private Warrants [Member] | |||||
Initial Public Offering [Line Items] | |||||
Number of units issued | 900,000 |
Private Warrants (Details)
Private Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 13, 2021 | Dec. 31, 2023 | |
Private Warrants [Member] | ||
Private Warrants (Details) [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Sale of additional units | 900,000 | |
Share price, per share (in Dollars per share) | $ 1 | |
Private Warrants [Member] | IPO [Member] | ||
Private Warrants (Details) [Line Items] | ||
Number of warrants to purchase shares issued | 8,400,000 | |
Private Placement [Member] | ||
Private Warrants (Details) [Line Items] | ||
Gross proceeds (in Dollars) | $ 8,400 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 24, 2023 | Oct. 16, 2023 | Sep. 22, 2023 | Apr. 05, 2023 | Mar. 31, 2023 | Jun. 07, 2022 | May 31, 2022 | Sep. 08, 2021 | Mar. 23, 2021 | Jul. 31, 2021 | Mar. 22, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 02, 2024 | Jan. 03, 2024 | Dec. 11, 2023 | Dec. 05, 2023 | Oct. 30, 2023 | Oct. 10, 2023 | Oct. 02, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 13, 2023 | May 25, 2023 | Mar. 03, 2023 | Feb. 28, 2023 | Sep. 08, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Offering cost | $ 25,000 | ||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||
Issued and outstanding shares | 20% | ||||||||||||||||||||||||||||||
Founder shares granted | $ 160,000 | ||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 10.2 | $ 10 | |||||||||||||||||||||||||||||
Conversion of stock (in Shares) | 1,500,000 | ||||||||||||||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 6,000,000 | $ 3,500,000 | |||||||||||||||||||||||||||||
Outstanding balance amount | $ 280,000 | $ 590,000 | |||||||||||||||||||||||||||||
Drawdown under promissory note | 163,126 | ||||||||||||||||||||||||||||||
Extension funds description | the Company (i) the lesser of (a) an aggregate of $0.18 million or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension for each of the six subsequent calendar months commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited into the Trust Account. | ||||||||||||||||||||||||||||||
Deposited in trust account | $ 50,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 180,000 | |||||||||||||||||||||||
Stock based compensation expenses | $ 2,730,000 | ||||||||||||||||||||||||||||||
Grant date fair value (in Dollars per share) | $ 10.91 | ||||||||||||||||||||||||||||||
Founder Share [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 50,000 | 1,125,000 | |||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 2.54 | ||||||||||||||||||||||||||||||
Founder shares issued (in Shares) | 2,812,500 | ||||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 2,812,500 | ||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Outstanding balance amount | $ 4,000,000 | $ 1,500,000 | |||||||||||||||||||||||||||||
Amended Note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Outstanding balance amount | $ 1,500,000 | ||||||||||||||||||||||||||||||
Note payable current | $ 300,000 | $ 800,000 | $ 900,000 | 640,000 | |||||||||||||||||||||||||||
Deposited in the trust account | 180,000 | 120,000 | 120,000 | 170,000 | |||||||||||||||||||||||||||
Working capital | $ 120,000 | $ 680,000 | 780,000 | 470,000 | |||||||||||||||||||||||||||
Second Amended Note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Drawdown under promissory note | $ 300,000 | $ 100,000 | |||||||||||||||||||||||||||||
Extension loan amount | $ 120,000 | ||||||||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 2,250,000 | ||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 8,625,000 | ||||||||||||||||||||||||||||||
Conversion of stock (in Shares) | 1,500,000 | ||||||||||||||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Founder shares issued (in Shares) | 2,812,500 | 4,312,500 | |||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 2,812,500 | 4,312,500 | |||||||||||||||||||||||||||||
Class B Ordinary Shares [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 8,625,000 | ||||||||||||||||||||||||||||||
Class B Ordinary Shares [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 4,312,500 | ||||||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 11.2 | ||||||||||||||||||||||||||||||
Conversion of stock (in Shares) | 1,500,000 | ||||||||||||||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Founder shares issued (in Shares) | 1,800,000 | 300,000 | |||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 1,800,000 | 300,000 | |||||||||||||||||||||||||||||
Underwriters share (in Shares) | 400,000 | ||||||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 400,000 | 400,000 | |||||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | 300,000 | 300,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 11.35 | ||||||||||||||||||||||||||||||
Deposited in trust account | $ 50,000 | ||||||||||||||||||||||||||||||
Director Nominees [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares granted | $ 380,000 | ||||||||||||||||||||||||||||||
Mr. Sergei Ivashkovsky [Member] | Founder Share [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||
Mr. Karim Zahmoul [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Founder shares granted | $ 20,000 | ||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 0.33 | ||||||||||||||||||||||||||||||
Mr. Karim Zahmoul [Member] | Founder Share [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||
Sponsor [Member] | Amended Note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Note payable current | $ 150,000 | ||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of related party rate | 50% | ||||||||||||||||||||||||||||||
Business combination percentage | 50% | ||||||||||||||||||||||||||||||
Working capital loans | $ 1,500,000 | ||||||||||||||||||||||||||||||
Business Combination [Member] | Class A Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Share issued price (in Dollars per share) | $ 12 | ||||||||||||||||||||||||||||||
Other Independent Directors [Member] | Founder Share [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued (in Shares) | 4,312,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 16, 2024 | Jan. 16, 2024 | |
Commitments and Contingencies [Line Items] | ||||
Operating bank account | $ 860,000 | |||
Professional fees paid | 70,000 | $ 60,000 | ||
Refund amount | 100,000 | |||
Outstanding amount | 160,000 | |||
Over funding | 100,000 | |||
Operating costs | 120,000 | $ 120,000 | ||
Business combination fee paid for services | $ 5,200,000 | |||
Gross proceeds percentage | 3% | |||
Additional fee payable | $ 200,000 | |||
Sponsor [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Total amount of cash | $ 10,000 | |||
Subsequent Event [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Stipulating payment of advisory services | $ 140,000 | $ 100,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Apr. 05, 2023 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 23, 2021 | |
Shareholders' Deficit [Line Items] | ||||||
Preferred shares, authorized | 5,000,000 | 5,000,000 | ||||
Preferred share, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, issued | ||||||
Preferred stock, outstanding | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||||
Number of shares issued | 100,000 | |||||
Convertible shares | 1,500,000 | |||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in Dollars per share) | $ 9.2 | |||||
Market share percentage | 115% | |||||
Target share price of warrants or rights for redemption (in Dollars per share) | $ 18 | |||||
Class A Ordinary Shares [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares vote for each share, description | Holders of the Company’s ordinary shares are entitled to one vote for each share. | |||||
Number of shares issued | 100,000 | |||||
Ordinary shares, outstanding | 1,800,000 | 300,000 | ||||
Convertible shares | 1,500,000 | |||||
Ordinary shares | 1,500,000 | |||||
Ordinary shares, issued | 1,800,000 | 300,000 | ||||
Shares subject to possible redemption | 1,939,631 | 17,250,000 | ||||
Aggregate shares outstanding, percentage | 25% | |||||
Class A Ordinary Shares [Member] | Maximum [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, outstanding | 400,000 | 400,000 | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, outstanding | 300,000 | 300,000 | ||||
Class B Ordinary Shares [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, authorized | 50,000,000 | 50,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares vote for each share, description | Holders of the Class B ordinary shares are entitled to one vote for each share. | |||||
Ordinary shares, outstanding | 2,812,500 | 4,312,500 | ||||
Convertible shares | 1,500,000 | |||||
Ordinary shares, issued | 2,812,500 | 4,312,500 | ||||
Sponsor shares | 4,312,500 | |||||
Class B Ordinary Shares [Member] | Maximum [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, outstanding | 8,625,000 | |||||
Class B Ordinary Shares [Member] | Minimum [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, outstanding | 4,312,500 | |||||
Non-redeemable Class A Ordinary Shares [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Ordinary shares, outstanding | 1,800,000 | 300,000 | ||||
Ordinary shares, issued | 1,800,000 | 300,000 | ||||
Warrants [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ 18 | |||||
Redemption price per public warrant (in Dollars per share) | 0.01 | |||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in Dollars per share) | $ 9.2 | |||||
Percentage of equity proceeds from issuance | 60% | |||||
Market value and the newly issued price | 180% | |||||
Warrants [Member] | Class A Ordinary Shares [Member] | ||||||
Shareholders' Deficit [Line Items] | ||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements [Abstract] | |
Deposit amount | $ 21,920 |
Deposit in transit amount | $ 50 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets that are Measured at Fair Value - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Asset: | ||
Financial assets measured at fair value | $ 21,921,321 | $ 178,532,948 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Asset: | ||
Financial assets measured at fair value | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Asset: | ||
Financial assets measured at fair value |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Feb. 07, 2024 | Feb. 06, 2024 | Feb. 02, 2024 |
Subsequent Events (Details) [Line Items] | |||
Trust account to shareholders | $ 21,420 | ||
Trust account to shareholders per share (in Dollars per share) | $ 11.35 | ||
Repayment amount | $ 950 | ||
Principal amount | $ 7,600 | ||
Class A Ordinary Shares [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued (in Shares) | 1,886,751 |