Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41165 | |
Entity Registrant Name | PEARL HOLDINGS ACQUISITION CORP | |
Entity Central Index Key | 0001856161 | |
Entity Tax Identification Number | 98-1593935 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 767 Third Avenue | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (212) | |
Local Phone Number | 457-1540 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | PRLHU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PRLH | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PRLHW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 5,167,693 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,000,000 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 24,851 | $ 30,793 |
Prepaid expenses | 53,369 | |
Total current assets | 78,220 | 30,793 |
Investments held in Trust Account | 23,644,203 | |
Cash held in Trust Account | 24,203,731 | |
Total assets | 24,281,951 | 23,674,996 |
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | ||
Accrued expenses | 762,403 | 778,672 |
Due to related party | 113,709 | 143,709 |
Financial liability – subscription shares | 1,290,715 | |
Financial liability – capital contributions | 129,012 | |
Total current liabilities | 2,295,839 | 922,381 |
Deferred underwriters’ discount | 7,000,000 | 7,000,000 |
Total liabilities | 9,295,839 | 7,922,381 |
Class A ordinary shares subject to possible redemption, 2,167,693 shares at redemption value at June 30, 2024 and December 31, 2023, respectively | 24,203,731 | 23,644,203 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023 | ||
Accumulated deficit | (9,218,119) | (7,892,088) |
Total Shareholders’ Deficit | (9,217,619) | (7,891,588) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | 24,281,951 | 23,674,996 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares, Value | 300 | |
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares, Value | $ 200 | $ 500 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Ordinary shares, shares authorized | 2,167,693 | 2,167,693 |
Common Class A [Member] | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 3,000,000 | 0 |
Ordinary shares, shares outstanding | 3,000,000 | 0 |
Common Class B [Member] | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 2,000,000 | 5,000,000 |
Ordinary shares, shares outstanding | 2,000,000 | 5,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 453,962 | $ 192,551 | $ 688,305 | $ 405,281 |
Loss from operations | (453,962) | (192,551) | (688,305) | (405,281) |
Other income (expense) | ||||
Interest earned on cash and investment held in Trust Account | 257,745 | 2,458,098 | 559,529 | 4,649,730 |
Change in fair value of Subscription Agreement derivatives | (249,374) | (637,727) | ||
Total other income (expense), net | 8,371 | 2,458,098 | (78,190) | 4,649,730 |
Net (loss) income | $ (445,591) | $ 2,265,547 | $ (766,503) | $ 4,244,449 |
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 2,167,693 | 20,000,000 | 2,167,693 | 20,000,000 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ 0.02 | $ 0.12 | $ 0.07 | $ 0.22 |
Weighted average shares outstanding, Non-redeemable Class B ordinary shares | 2,000,000 | 5,000,000 | 2,065,934 | 5,000,000 |
Basic and diluted net loss per share, Non-redeemable B ordinary shares | $ (0.10) | $ (0.01) | $ (0.18) | $ (0.02) |
Weighted average shares outstanding, Non-redeemable Class A ordinary shares | 3,000,000 | 2,934,066 | ||
Non-redeemable Basic and Diluted loss per ordinary share, Non-redeemable Class A ordinary shares | $ (0.10) | $ (0.19) |
CONDENSED STATEMENTS OF CLASS A
CONDENSED STATEMENTS OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND CHANGES IN SHAREHOLDER'S DEFICIT - USD ($) | Class A Ordinary Shares Ordinary Shares Subject To Possible Redemption [Member] | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 206,887,145 | $ 500 | $ (6,648,476) | $ (6,647,976) | ||
Beginning balance, shares at Dec. 31, 2022 | 20,000,000 | 5,000,000 | ||||
Accretion of Class A ordinary shares to redemption value | $ 2,191,632 | (2,191,632) | (2,191,632) | |||
Net income | 1,978,902 | 1,978,902 | ||||
Ending balance, shares at Mar. 31, 2023 | 20,000,000 | 5,000,000 | ||||
Ending balance, value at Mar. 31, 2023 | $ 209,078,777 | $ 500 | (6,861,206) | (6,860,706) | ||
Accretion of Class A ordinary shares to redemption value | 2,458,098 | (2,458,098) | (2,458,098) | |||
Net income | 2,265,547 | 2,265,547 | ||||
Ending balance, shares at Jun. 30, 2023 | 20,000,000 | 5,000,000 | ||||
Ending balance, value at Jun. 30, 2023 | $ 211,536,875 | $ 500 | (7,053,757) | (7,053,257) | ||
Beginning balance, value at Dec. 31, 2023 | $ 23,644,203 | $ 500 | (7,892,088) | (7,891,588) | ||
Beginning balance, shares at Dec. 31, 2023 | 2,167,693 | 5,000,000 | ||||
Accretion of Class A ordinary shares to redemption value | $ 301,784 | (301,784) | (301,784) | |||
Conversion of Class B to Class A | $ 300 | $ (300) | ||||
Conversion of Class B to Class A, shares | 3,000,000 | (3,000,000) | ||||
Net income | (320,912) | (320,912) | ||||
Ending balance, shares at Mar. 31, 2024 | 2,167,693 | 3,000,000 | ||||
Ending balance, value at Mar. 31, 2024 | $ 23,945,987 | $ 300 | 200 | (8,514,784) | (8,514,284) | |
Accretion of Class A ordinary shares to redemption value | 257,744 | (257,744) | (257,744) | |||
Net income | (445,591) | (445,591) | ||||
Ending balance, shares at Jun. 30, 2024 | 2,167,693 | 3,000,000 | 2,000,000 | |||
Ending balance, value at Jun. 30, 2024 | $ 24,203,731 | $ 300 | $ 200 | $ (9,218,119) | $ (9,217,619) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (445,591) | $ (766,503) | $ 4,244,449 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Change in fair value of Subscription Agreement derivatives | 637,727 | ||
Changes in current assets and liabilities: | |||
Prepaid expenses | (53,369) | 126,733 | |
Accrued expenses | (16,269) | (4,848) | |
Due to related party | (30,000) | 45,000 | |
Net cash (used in) provided by operating activities | (228,414) | 4,411,334 | |
Cash flows from investing activities: | |||
Reinvestment of interest and dividends into marketable securities | (202,359) | (4,649,730) | |
Proceeds from sale of marketable securities | 23,846,562 | ||
Net cash provided by (used in) investing activities | 23,644,203 | (4,649,730) | |
Cash Flows from Financing Activities: | |||
Proceeds from Subscription Agreements | 282,000 | 782,000 | |
Net cash provided by financing activities | 782,000 | ||
Net change in cash and cash held in trust account | 24,197,789 | (238,396) | |
Cash and cash held in Trust Account, beginning of the period | 30,793 | 410,799 | |
Cash and cash held in Trust Account, end of the period | $ 24,228,582 | 24,228,582 | 172,403 |
Non-cash financing transaction: | |||
Accretion of Class A ordinary shares to redemption value | $ 559,528 | $ 4,649,730 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations and Liquidity | NOTE 1 — Organization, Business Operations and Liquidity Pearl Holdings Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). While the Company may pursue an Initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business operating in the lifestyle, health and wellness and technology sectors. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from March 23, 2021 (inception) through June 30, 2024 relates to the Company’s formation and the initial Public Offering (as defined below) and since the offering, identifying and evaluating prospective acquisition targets for an Initial Business Combination. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments held in Trust Account from the proceeds derived from the Public Offering (as defined below). The Company’s Sponsor is Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s the IPO was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, we consummated our Initial Public Offering of 17,500,000 10.00 9,000,000 1.00 11.50 2,500,000 2,625,000 1,000,000 1,000,000 Transaction costs related to the Public Offering amounted to $ 11,712,588 4,000,000 7,000,000 712,588 Following the closing of the Initial Public Offering and the over-allotment, $ 204,000,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating the Initial Business Combination (less deferred underwriting commissions). The Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of the signing a definitive agreement in connection with the Initial Business Combination. However, the Company will only complete the Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect the Initial Business Combination. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the completion of the Initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company do not complete the Initial Business Combination within 24 months from the closing of the Public Offering, or (B) with respect to any other provision relating to shareholders’ rights or pre Initial Business Combination activity; and (3) the redemption of the public shares if the Company has not completed the Initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Initial Business Combination either: (1) in connection with a general meeting called to approve the Initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination, including interest (net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account immediately following the closing of the Initial Public Offering was $ 10.20 The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity pursuant to the completion of the Public Offering and immediately accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” The Company will proceed with the Initial Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company initially had until June 17, 2023 (18 months after the closing of its Public Offering) to complete the Initial Business Combination, unless the Sponsor elected to exercise its extension options which would provide for up to 24 months from the closing of the Public Offering to complete the Initial Business Combination (the “Combination Period”). In June 2023 and September 2023, pursuant to its amended and restated memorandum and articles of association, the Company was afforded automatic three-month extensions of the Combination Period, as a result of entering into a non-binding letter of intent with respect to a potential Initial Business Combination, pursuant to which the Combination Period was extended until December 17, 2023. On June 14, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq 1,000,000 On December 8, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which the holders of 17,832,307 10.83 193.1 On January 5, 2024, upon receipt of a notice of conversion from the Sponsor pursuant to Article 17.2 of the Company’s amended and restated articles of association, the Company converted 3,000,000 The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Initial Business Combination or certain amendments to the amended and restated memorandum and articles of association as described elsewhere in this prospectus. In addition, the initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Initial Business Combination within the prescribed time frame. However, if the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Initial Business Combination within the prescribed time frame. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than its independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser 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, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. On May 13, 2024, the Company received a written notice from the Listing Qualifications Department of Nasdaq that trading of the Company’s (i) Class A ordinary shares, (ii) Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share (the “ Warrants Securities Nasdaq’s basis for the determination was that the Company’s average Market Value of Publicly Held Shares was below $ 40,000,000 1,000,000 On May 17, 2024, the Company filed a hearing request with Nasdaq. Filing the hearing request stayed the suspension and delisting until the hearing panel’s determination. On May 21, 2024, the Staff determined that the Company demonstrated compliance with the initial listing requirements under Listing Rule 5405, with respect to the Class A Ordinary Shares. Accordingly, the Company has regained compliance with the Nasdaq Listing Rules, with respect to the Class A Ordinary Shares. As a result, the Company’s Class A Ordinary Shares will remain listed on The Nasdaq Global Market, subject to the Company’s continued compliance with the applicable listing standards. On June 26, 2024, the Staff approved the Company’s application to list its warrants on The Nasdaq Capital Market (the “Capital Market”). Consequently the Company’s warrants have traded since June 28, 2024 on NASDAQ’s Capital Market. The Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain existing shareholders (the “Shareholders”), pursuant to which the Shareholders have, in connection with the Extraordinary General Meeting, on December 8, 2023, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 1,875,000 420,000 In connection with the vote which occurred at the Extraordinary General Meeting on December 8, 2023, the holders of 17,832,307 10.83 193.1 Going Concern As of June 30, 2024, the Company had $ 24,851 2,217,619 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. Although no formal agreement exists, the Sponsor may extend Working Capital Loans as needed (defined in Note 5 below). The Company is less than one year from its mandatory liquidation. Management has determined that the liquidity condition due to cash and insufficient working capital, described above, and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the unaudited condensed financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of ongoing geopolitical instability events, including the Russia-Ukraine conflict and the Israel-Hamas conflict, and has concluded that while it is reasonably possible that the war 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to ongoing geopolitical instability events and other economic factors. Such volatility is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 16, 2024, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed 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 these unaudited condensed financial statements is in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 24,851 30,793 no Cash and Investments Held in Trust Account At December 31, 2023, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. On March 26, 2024, the Company transferred substantially all the assets held in the Trust Account to a demand deposit account held by the Trustee. At June 30, 2024, the assets held in the Trust Account were held in a demand deposit account held by the Trustee. From inception through June 30, 2024, the Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Diluted net income per share attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income per ordinary share. The following table reflects the calculation of basic and diluted net income/(loss) per ordinary share: Schedule of basic and diluted net income/(loss) per ordinary share For the For the 2024 2023 2024 2023 Net (loss) income $ (445,591 ) $ 2,265,547 $ (766,503 ) $ 4,244,449 Accretion of temporary equity to redemption value (257,745 ) (2,458,098 ) (559,528 ) (4,649,730 ) Net loss including accretion of temporary equity to redemption value $ (703,336 ) $ (192,551 ) $ (1,326,031 ) $ (405,281 ) Schedule of earning per share For the Three Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss)including accretion of temporary equity $ (212,707 ) $ (196,252 ) $ (294,378 ) $ (154,041 ) $ (38,510 ) Deemed dividend for accretion of temporary equity to redemption value 257,745 - - 2,458,098 - Allocation of net income (loss) $ 45,038 $ (196,252 ) $ (294,378 ) $ 2,304,057 $ (38,510 ) Denominator: Weighted-average shares outstanding 2,167,693 2,000,000 3,000,000 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.02 $ (0.10 ) $ (0.10 ) $ 0.12 $ (0.01 ) For the Six Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (401,026 ) $ (370,002 ) $ (555,003 ) $ (324,225 ) $ (81,056 ) Deemed dividend for accretion of temporary equity to redemption value 559,528 - - 4,649,730 - Allocation of net income (loss) $ 158,502 $ (370,002 ) $ (555,003 ) $ 4,325,505 $ (81,056 ) Denominator: Weighted-average shares outstanding 2,167,693 2,065,934 2,934,066 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.07 $ (0.18 ) $ (0.19 ) $ 0.22 $ (0.02 ) Fair Value of Financial Instruments FASB ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. In addition, management concluded that the Subscription agreement, the Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity; whereas the Capital Contributions are to be recognized as a financial liability which will be measured at fair value on a recurring basis. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024 and December 31, 2023, 2,167,693 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. During the six months ended June 30, 2024, the Company recorded an accretion of $ 559,528 17,832,307 193.1 23.4 9,889,565 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Public Offering | |
Public Offering | Note 3 — Public Offering On December 17, 2021, the Company consummated its Public Offering of 17,500,000 2,500,000 10.00 11.50 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2024 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO Company’s Sponsor purchased an aggregate of 9,000,000 11.50 1.00 9,000,000 1,000,000 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering and deposited in the Trust Account. If the Company does not complete the Initial Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the Initial Business Combination, (B) to waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated the Initital Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering or with respect to any other provisions relating to shareholders’ rights or pre Initial Business Combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if the Company fails to complete the Initial Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if the Company fails to complete the Initial Business Combination within such time period, and (iii) the Founder Shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of the Initial Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. If the Company submits the Initial Business Combination to the Company’s public shareholders for a vote, the Company’s initial shareholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On April 3, 2021, the Sponsor paid $ 25,000 0.003 7,187,500 0.0001 2,156,250 5,031,250 0.005 31,350 5,000,000 0.005 The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the Initial Business Combination; or (2) subsequent to the Initial Business Combination (i) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (y) the date on which the Company complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with the Initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the as Loans may be repaid only out of funds held outside the trust account. Up to $ 2,000,000 1.00 Administrative Service Fee Commencing on the date that the Company’s securities are first listed on the Nasdaq through the earlier of consummation of the Initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $ 15,000 45,000 90,000 45,000 90,000 113,709 143,709 Due to Related Party During the quarter ended March 31, 2024, a related party of the Sponsor deposited $ 100,000 113,709 143,709 |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the 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 have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period as described under “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants.” The Company will bear the expenses incurred in connection with the filing of any such. Underwriting Agreement The underwriters had a 45-day option from the date of the Public Offering to purchase up to an additional 2,625,000 The underwriters earned a cash underwriting discount of two percent ( 2 4,000,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5 7,000,000 Vendor Agreements As of June 30, 2024, the Company has incurred legal fees of $ 1,161,791 620,974 Non-Redemption Agreements The Company and the Sponsor entered into the Non-Redemption Agreements with certain Shareholders, pursuant to which the Shareholders have, in connection with the Extraordinary General Meeting, on December 8, 2023, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to the Non-Redeemed Shares. Pursuant to the Non-Redemption Agreements, the Company will issue to such Shareholders an aggregate of 420,000 The Company accounts for the Non-Redemption Agreements in accordance with the guidance in ASC 718 (“Stock Compensation”). The Non-Redemption Agreements are representative of a share-based payment transaction in which the Company is acquiring services to be used within the Company’s operations. The fair value of the 420,000 1,132,941 $2.67-$2.71 Subscription Agreement On February 22, 2024, The Company entered into a subscription agreement (the “First Polar Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which, and on the terms and subject to the conditions of which, Polar agreed to contribute up to $ 500,000 500,000 250,000 250,000 During the quarter ended March 31, 2024, the Company entered into additional subscription agreements (the “Additional Subscription Agreements”) with five other parties for additional Capital Contributions in the aggregate of $ 282,000 782,000 The Company concluded that two components of the Subscription Agreements mentioned above, the Capital Contributions and the Subscription Shares (together, the “Financial Liabilities”) are measured at fair value on a recurring basis as a liability, referring to relevant accounting standards such as FASB ASC Topic 480 “Distinguishing Liabilities from Equity”, ASC Topic 415 “Derivatives and Hedging” and ASC Topic 825-10 “Financial InstrumentsOverall.” As of June 30, 2024, the Company concluded the Fair Value of the Financial Liabilities Subscription Shares and Capital Contributions to be $ 1,290,715 129,012 On July 8, 2024, The Company entered into a second subscription agreement (the “Second Polar Subscription Agreement”) with the Sponsor and Polar, pursuant to which, and on the terms and subject to the conditions of which, Polar agreed to contribute up to an additional $ 500,000 250,000 Investment Management Trust Agreement Amendment On March 26, 2024, the Company amended its Investment Management Trust Agreement (the “Trust Agreement”), where, Section 1(c) of the Trust Agreement was amended and restated in its entirety. As per the amendment, at the written request of the Company, all amounts held in trust are to be deposited in an interest-bearing bank demand deposit account with a maturity of 185 days or less, or in money market funds governed by the Investment Company Act of 1940. On March 26, 2024, the Company transferred substantially all of the assets held in the Trust Account to a demand deposit account held by the Trustee. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements As of June 30, 2024 and December 31, 2023, the Company’s marketable securities held in the Trust Account were valued at $ 0 23,644,203 The following table presents fair value information as of June 30, 2024 and December 31, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust are classified within Level 1 of the fair value hierarchy. The following table sets forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy: Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis June 30, 2024 Level 1 Level 2 Level 3 Liabilities Financial liability – subscription shares $ - $ - $ 1,290,715 Financial liability – capital contributions $ - $ - $ 129,012 December 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 23,644,203 $ - $ - As discussed in Note 6, the Capital Contributions and the Subscription Shares (together, the “Financial Liabilities”) liability are both re-measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s Subscription Share and Capital Contribution Financial Liabilities as of June 30, 2024 were: Schedule of Subscription Agreement Derivative liability Inputs June 30, Term Remaining 0.42 Share Price $ 11.02 Risk-Free Rate 5.38 % The change in the fair value of Subscription Agreement liabilities, measured using Level 3 inputs is summarized as follows: Schedule of Derivative liabilities at fair value Derivative financial liabilities at December 31, 2023 $ - Subscription Agreement Deposits 500,000 Subscription agreement derivative expense 388,353 Derivative financial liabilities at March 31, 2024 888,353 Subscription Agreement Deposits 282,000 Subscription agreement derivative expense 249,374 Derivative financial liabilities at June 30, 2024 $ 1,419,727 |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 8 — Shareholders’ Deficit Preference Shares 5,000,000 0.0001 no Class A Ordinary Shares 500,000,000 3,000,000 no 2,167,693 Class B Ordinary Shares 50,000,000 0.0001 2,000,000 5,000,000 0.005 25,000 0.003 7,187,500 2,156,250 31,250 5,000,000 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the Initial Business Combination, including, but not limited to, a private placement of equity or debt. Public Warrants In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the 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 Initial Business Combination on the date of the completion of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”) for any 20 30 The “fair market value” of the Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the warrant redemption features used in some other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants may be exercised for cash or on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially securities representing more than 50% of the aggregate voting power represented by the issued and outstanding equity securities of the Company, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value (as defined in the warrant agreement). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited consolidated condensed financial statements were issued and has concluded that, all such events, other than below, that would require recognition or disclosure have been recognized or disclosed. On July 8, 2024, The Company entered into a second subscription agreement (the “Second Polar Subscription Agreement”) with the Sponsor and Polar, pursuant to which, and on the terms and subject to the conditions of which, Polar agreed to contribute up to an additional $500,000 in cash to the Company (the “Second Capital Contribution”) to cover working capital expenses. The terms of the Second Polar Subscription Agreement are identical to those of the First Polar Subscription Agreement. The Company received the first tranche in an amount of $250,000 under the Second Polar Subscription Agreement on July 8, 2024 (see Note 6). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 16, 2024, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed 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 these unaudited condensed financial statements is in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 24,851 30,793 no |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At December 31, 2023, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. On March 26, 2024, the Company transferred substantially all the assets held in the Trust Account to a demand deposit account held by the Trustee. At June 30, 2024, the assets held in the Trust Account were held in a demand deposit account held by the Trustee. From inception through June 30, 2024, the Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998 |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Diluted net income per share attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income per ordinary share. The following table reflects the calculation of basic and diluted net income/(loss) per ordinary share: Schedule of basic and diluted net income/(loss) per ordinary share For the For the 2024 2023 2024 2023 Net (loss) income $ (445,591 ) $ 2,265,547 $ (766,503 ) $ 4,244,449 Accretion of temporary equity to redemption value (257,745 ) (2,458,098 ) (559,528 ) (4,649,730 ) Net loss including accretion of temporary equity to redemption value $ (703,336 ) $ (192,551 ) $ (1,326,031 ) $ (405,281 ) Schedule of earning per share For the Three Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss)including accretion of temporary equity $ (212,707 ) $ (196,252 ) $ (294,378 ) $ (154,041 ) $ (38,510 ) Deemed dividend for accretion of temporary equity to redemption value 257,745 - - 2,458,098 - Allocation of net income (loss) $ 45,038 $ (196,252 ) $ (294,378 ) $ 2,304,057 $ (38,510 ) Denominator: Weighted-average shares outstanding 2,167,693 2,000,000 3,000,000 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.02 $ (0.10 ) $ (0.10 ) $ 0.12 $ (0.01 ) For the Six Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (401,026 ) $ (370,002 ) $ (555,003 ) $ (324,225 ) $ (81,056 ) Deemed dividend for accretion of temporary equity to redemption value 559,528 - - 4,649,730 - Allocation of net income (loss) $ 158,502 $ (370,002 ) $ (555,003 ) $ 4,325,505 $ (81,056 ) Denominator: Weighted-average shares outstanding 2,167,693 2,065,934 2,934,066 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.07 $ (0.18 ) $ (0.19 ) $ 0.22 $ (0.02 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. In addition, management concluded that the Subscription agreement, the Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity; whereas the Capital Contributions are to be recognized as a financial liability which will be measured at fair value on a recurring basis. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024 and December 31, 2023, 2,167,693 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. During the six months ended June 30, 2024, the Company recorded an accretion of $ 559,528 17,832,307 193.1 23.4 9,889,565 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income/(loss) per ordinary share | Schedule of basic and diluted net income/(loss) per ordinary share For the For the 2024 2023 2024 2023 Net (loss) income $ (445,591 ) $ 2,265,547 $ (766,503 ) $ 4,244,449 Accretion of temporary equity to redemption value (257,745 ) (2,458,098 ) (559,528 ) (4,649,730 ) Net loss including accretion of temporary equity to redemption value $ (703,336 ) $ (192,551 ) $ (1,326,031 ) $ (405,281 ) |
Schedule of earning per share | Schedule of earning per share For the Three Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss)including accretion of temporary equity $ (212,707 ) $ (196,252 ) $ (294,378 ) $ (154,041 ) $ (38,510 ) Deemed dividend for accretion of temporary equity to redemption value 257,745 - - 2,458,098 - Allocation of net income (loss) $ 45,038 $ (196,252 ) $ (294,378 ) $ 2,304,057 $ (38,510 ) Denominator: Weighted-average shares outstanding 2,167,693 2,000,000 3,000,000 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.02 $ (0.10 ) $ (0.10 ) $ 0.12 $ (0.01 ) For the Six Months Ended June 30, 2024 2023 Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class B Class A Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (401,026 ) $ (370,002 ) $ (555,003 ) $ (324,225 ) $ (81,056 ) Deemed dividend for accretion of temporary equity to redemption value 559,528 - - 4,649,730 - Allocation of net income (loss) $ 158,502 $ (370,002 ) $ (555,003 ) $ 4,325,505 $ (81,056 ) Denominator: Weighted-average shares outstanding 2,167,693 2,065,934 2,934,066 20,000,000 5,000,000 Basic and diluted income (loss) per share $ 0.07 $ (0.18 ) $ (0.19 ) $ 0.22 $ (0.02 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis | Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis June 30, 2024 Level 1 Level 2 Level 3 Liabilities Financial liability – subscription shares $ - $ - $ 1,290,715 Financial liability – capital contributions $ - $ - $ 129,012 December 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 23,644,203 $ - $ - |
Schedule of Subscription Agreement Derivative liability | Schedule of Subscription Agreement Derivative liability Inputs June 30, Term Remaining 0.42 Share Price $ 11.02 Risk-Free Rate 5.38 % |
Schedule of Derivative liabilities at fair value | Schedule of Derivative liabilities at fair value Derivative financial liabilities at December 31, 2023 $ - Subscription Agreement Deposits 500,000 Subscription agreement derivative expense 388,353 Derivative financial liabilities at March 31, 2024 888,353 Subscription Agreement Deposits 282,000 Subscription agreement derivative expense 249,374 Derivative financial liabilities at June 30, 2024 $ 1,419,727 |
Organization, Business Operat_2
Organization, Business Operations and Liquidity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
May 13, 2024 | Jan. 05, 2024 | Dec. 08, 2023 | Dec. 22, 2021 | Dec. 17, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 14, 2023 | Nov. 30, 2021 | |
Transaction costs | $ 11,712,588 | ||||||||
Underwriting fees | $ 4,000,000 | 4,000,000 | |||||||
Deferred underwriting fees | $ 7,000,000 | 7,000,000 | |||||||
Other costs | $ 712,588 | ||||||||
Share price | $ 11.02 | ||||||||
Net tangible assets | $ 5,000,001 | ||||||||
Warrants and Rights Outstanding | $ 1,000,000 | ||||||||
Conversion of shares | 3,000,000 | ||||||||
Average market value | $ 40,000,000 | ||||||||
Aggregate market value | $ 1,000,000 | ||||||||
Cash | 24,851 | $ 30,793 | |||||||
Working capital | 2,217,619 | ||||||||
Class A Ordinary Shares Ordinary Shares Subject To Possible Redemption [Member] | |||||||||
Redemptions, shares | 17,832,307 | ||||||||
Redemption price | $ 10.83 | ||||||||
Aggregate amount | $ 193,100,000 | ||||||||
Non redeemed shares | 1,875,000 | ||||||||
Additional shares | 420,000 | ||||||||
Sponsor [Member] | |||||||||
Share sold price | $ 0.005 | ||||||||
Share price | $ 0.005 | ||||||||
IPO [Member] | |||||||||
Proceed from initial public offering | $ 4,000,000 | $ 204,000,000 | |||||||
Share price | $ 10.20 | ||||||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||||||
Stock issued during period shares issued in initial public offering | 1,000,000 | 9,000,000 | |||||||
Warrant price | $ 1 | ||||||||
Proceed from issuance of warrant | $ 1,000,000 | ||||||||
Common Class A [Member] | |||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||||
Common Class A [Member] | IPO [Member] | |||||||||
Stock issued during period shares issued in initial public offering | 2,500,000 | 17,500,000 | |||||||
Share sold price | $ 10 | ||||||||
Warrant price | $ 11.50 | ||||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||||
Stock issued during period shares issued in initial public offering | 2,625,000 | ||||||||
Ordinary Shares [Member] | Sponsor [Member] | |||||||||
Payment from Sponsor | $ 25,000 | ||||||||
Ordinary shares, par value | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Net (loss) income | $ (445,591) | $ 2,265,547 | $ (766,503) | $ 4,244,449 |
Accretion of temporary equity to redemption value | (257,745) | (2,458,098) | (559,528) | (4,649,730) |
Net loss including accretion of temporary equity to redemption value | $ (703,336) | $ (192,551) | $ (1,326,031) | $ (405,281) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (212,707) | $ (154,041) | $ (401,026) | $ (324,225) |
Deemed dividend for accretion of temporary equity to redemption value | 257,745 | 2,458,098 | 559,528 | 4,649,730 |
Allocation of net income (loss) | $ 45,038 | $ 2,304,057 | $ 158,502 | $ 4,325,505 |
Denominator: | ||||
Weighted-average shares outstanding | 2,167,693 | 20,000,000 | 2,167,693 | 20,000,000 |
Basic and diluted income (loss) per share | $ 0.02 | $ 0.12 | $ 0.07 | $ 0.22 |
Non Redeemable Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (196,252) | $ (38,510) | $ (370,002) | $ (81,056) |
Deemed dividend for accretion of temporary equity to redemption value | ||||
Allocation of net income (loss) | $ (196,252) | $ (38,510) | $ (370,002) | $ (81,056) |
Denominator: | ||||
Weighted-average shares outstanding | 2,000,000 | 5,000,000 | 2,065,934 | 5,000,000 |
Basic and diluted income (loss) per share | $ (0.10) | $ (0.01) | $ (0.18) | $ (0.02) |
Non Redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (294,378) | $ (555,003) | ||
Deemed dividend for accretion of temporary equity to redemption value | ||||
Allocation of net income (loss) | $ (294,378) | $ (555,003) | ||
Denominator: | ||||
Weighted-average shares outstanding | 3,000,000 | 2,934,066 | ||
Basic and diluted income (loss) per share | $ (0.10) | $ (0.19) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 08, 2023 | Dec. 17, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
Cash | $ 24,851 | $ 30,793 | ||
Cash equivalents | 0 | 0 | ||
Federal depository insurance | 250,000 | |||
Offering costs | $ 11,712,588 | |||
Underwriting fees | 4,000,000 | 4,000,000 | ||
Deferred underwriting fees | 7,000,000 | 7,000,000 | ||
Actual offering costs | 712,588 | |||
Warrant charged | 392,590 | |||
Additional paid-in capital | $ 11,319,998 | |||
Accretion of Class A ordinary stock subject to possible redemption | $ 559,528 | $ 9,889,565 | ||
Class A Ordinary Shares Ordinary Shares Subject To Possible Redemption [Member] | ||||
Redemptions, shares | 17,832,307 | |||
Aggregate amount | $ 193,100,000 | |||
Trust account | $ 23,400,000 | |||
Class A Ordinary Shares [Member] | ||||
Common Stock, Shares Authorized | 2,167,693 | 2,167,693 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - Common Class A [Member] - IPO [Member] - $ / shares | 1 Months Ended | |
Dec. 22, 2021 | Dec. 17, 2021 | |
Shares issued | 2,500,000 | 17,500,000 |
Sale of Stock, Price Per Share | $ 10 | |
Warrant price | $ 11.50 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 22, 2021 | Dec. 17, 2021 | |
Common Class A [Member] | IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant price | $ 11.50 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants and rights issued during the period | 9,000,000 | |
Class of warrants and rights issued, price per warrant | $ 1 | |
Gross proceeds from private placement issue | $ 9,000,000 | |
Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants and rights issued during the period | 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 03, 2021 | Dec. 22, 2021 | Nov. 30, 2021 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Share Price | $ 11.02 | $ 11.02 | |||||||
Office space, utilities, administrative and support services | $ 15,000 | ||||||||
Administrative service fee | $ 45,000 | $ 45,000 | 90,000 | $ 90,000 | |||||
Repaid administrative service fee | 113,709 | $ 143,709 | |||||||
Related party deposits | $ 100,000 | ||||||||
Due to related party | 113,709 | 113,709 | $ 143,709 | ||||||
Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, convertible warrants issued | $ 2,000,000 | $ 2,000,000 | |||||||
Warrants issued price per warrant | $ 1 | $ 1 | |||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares Outstanding | 2,000,000 | 2,000,000 | 5,000,000 | ||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares surrendered | 2,156,250 | ||||||||
Common Stock, Shares Outstanding | 5,031,250 | ||||||||
Share Price | $ 0.005 | ||||||||
Number of additional shares issued | 31,350 | ||||||||
Number of shares outstanding | 5,000,000 | ||||||||
Share price | $ 0.005 | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued for services, amount | $ 25,000 | ||||||||
Shares Issued, Price Per Share | $ 0.003 | ||||||||
Stock issued for services, shares | 7,187,500 | ||||||||
Ordinary shares, par value | $ 0.0001 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Jul. 08, 2024 | Dec. 08, 2023 | Dec. 22, 2021 | Jun. 30, 2024 | Apr. 04, 2024 | Mar. 31, 2024 | Feb. 22, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Cash underwriting discount | 2% | |||||||
Deffered underwriting discount | 3.50% | |||||||
Held in the trust account | $ 7,000,000 | |||||||
Legal fees | 1,161,791 | |||||||
Initial business combination | $ 620,974 | |||||||
Granted shares | 420,000 | |||||||
Non-redeeming shareholders amount | $ 1,132,941 | |||||||
non-redeeming price per share | $2.67-$2.71 | |||||||
Capital contribution | $ 500,000 | |||||||
First tranche | 500,000 | |||||||
Deposits | $ 250,000 | |||||||
Second tranche | $ 250,000 | |||||||
Additional capital contributions | $ 500,000 | $ 282,000 | ||||||
Proceeds from all subscription share agreements | $ 250,000 | $ 782,000 | ||||||
Financial liability subscription shares | 1,290,715 | |||||||
Financial liability capital contributions | $ 129,012 | |||||||
Class A Ordinary Shares Ordinary Shares Subject To Possible Redemption [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Additional shares | 420,000 | |||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares purchase | 2,625,000 | |||||||
Proceeds from Issuance Initial Public Offering | $ 4,000,000 | $ 204,000,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liability subscription shares | $ 1,290,715 | |
Financial liability capital contributions | 129,012 | |
Investment held in Trust Account | 23,644,203 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liability subscription shares | ||
Financial liability capital contributions | ||
Investment held in Trust Account | 23,644,203 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liability subscription shares | ||
Financial liability capital contributions | ||
Investment held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liability subscription shares | 1,290,715 | |
Financial liability capital contributions | $ 129,012 | |
Investment held in Trust Account |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details 1) | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
Fair Value Disclosures [Abstract] | |
Term Remaining | 5 months 1 day |
Share Price | $ 11.02 |
Risk-Free Rate | 5.38% |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Derivative financial liabilities | $ 888,353 | |||
Subscription Agreement Deposits | 282,000 | 500,000 | 782,000 | |
Subscription agreement derivative expense | 249,374 | 388,353 | ||
Derivative financial liabilities | $ 1,419,727 | $ 888,353 | $ 1,419,727 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Cash and marketable securities held in Trust Account | $ 0 | $ 23,644,203 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 03, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 22, 2021 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Share price | $ 11.02 | |||||
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | 18 | |||||
Class of warrants or rights redemption price per share | $ 0.01 | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member] | Warrant Redemption Exercise Price Percentage One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of trading days for determining the share price | 20 days | |||||
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Warrant Redemption Price Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Minimum notice period to be given to warrant holders prior to redemption | 30 days | |||||
Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares, outstanding | 5,031,250 | |||||
Share price | $ 0.005 | |||||
Number of shares surrendered | 2,156,250 | |||||
Number of additional share issued | 31,250 | |||||
Capital Units, Outstanding | 5,000,000 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, shares, outstanding | 3,000,000 | 0 | ||||
Common stock, shares, issued | 3,000,000 | 0 | ||||
Temporary Equity, Shares Outstanding | 2,167,693 | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, shares, outstanding | 2,000,000 | 5,000,000 | ||||
Common stock, shares, issued | 2,000,000 | 5,000,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | |||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Shares Issued, Price Per Share | $ 0.003 | |||||
Stock issued for services, shares | 7,187,500 |