Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | DP Cap Acquisition Corp I (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024, solely to amend the Report of Independent Registered Public Accounting Firm included in Item 8. The city and state in the signature block on the Report of Independent Registered Public Accounting Firm should be East Hanover, NJ. Except as described above, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendment discussed above. | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-41041 | ||
Entity Registrant Name | DP CAP ACQUISITION CORP I | ||
Entity Central Index Key | 0001857803 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 341 Newbury St, | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02115 | ||
City Area Code | 617 | ||
Local Phone Number | 874-5152 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 42,826,691 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | East Hanover, NJ | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | DPCSU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary share, $0.0001 par value | ||
Trading Symbol | DPCS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 7,249,997 | ||
Redeemable Public Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | DPCSW | ||
Security Exchange Name | NASDAQ | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 409,643 | $ 946,299 |
Prepaid expenses | 16,640 | 208,548 |
Total current assets | 426,283 | 1,154,847 |
Cash (Investments) held in Trust Account | 44,290,118 | 237,982,862 |
Total Assets | 44,716,401 | 239,137,709 |
Current liabilities: | ||
Accounts payable | 42,046 | 2,100 |
Accrued expenses | 1,077,056 | 333,092 |
Total current liabilities | 1,119,102 | 335,192 |
Deferred underwriting fees payable | 8,050,000 | 8,050,000 |
Convertible loan from related party | $ 4,600,000 | $ 4,600,000 |
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] |
Total liabilities | $ 13,769,102 | $ 12,985,192 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (13,343,394) | (11,830,920) |
Total shareholders' deficit | (13,342,819) | (11,830,345) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 44,716,401 | 239,137,709 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 4,059,402 and 23,000,000 shares at redemption amounts of $10.96 and 10.35 per share at December 31, 2023 and December 31, 2022, respectively | 44,290,118 | 237,982,862 |
Shareholders' Deficit | ||
Common stock - $0.0001 par value | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit | ||
Common stock - $0.0001 par value | $ 575 | $ 575 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Feb. 08, 2024 | Dec. 31, 2023 | May 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Class A Ordinary Shares [Member] | |||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT | |||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 4,059,402 | 23,000,000 | 23,000,000 |
Shares subject to possible redemption (in dollars per share) | $ 10.91 | $ 10.35 | |||
Shareholders' Deficit | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, shares issued (in shares) | 0 | 0 | |||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders' Deficit | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,512,474 | $ 948,157 |
Loss from operations | (1,512,474) | (948,157) |
Earnings on cash (investments) held in Trust Account | 5,299,109 | 3,382,862 |
Net income | $ 3,786,635 | $ 2,434,705 |
Class A Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 10,753,476 | 23,000,000 |
Weighted-average outstanding of shares, diluted (in shares) | 10,753,476 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Class B Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted-average outstanding of shares, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock [Member] Class A Ordinary Shares [Member] | Common Stock [Member] Class B Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (10,882,763) | $ (10,882,188) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Remeasurement of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (3,382,862) | (3,382,862) |
Net income | 0 | 0 | 0 | 2,434,705 | 2,434,705 |
Ending balance at Dec. 31, 2022 | $ 0 | $ 575 | 0 | (11,830,920) | (11,830,345) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Capital contribution made by Sponsor for non-redemption agreement | $ 0 | $ 0 | 2,791,710 | 0 | 2,791,710 |
Cost of raising capital related to shareholder non-redemption agreements | 0 | 0 | (2,791,710) | 0 | (2,791,710) |
Remeasurement of Class A ordinary shares to redemption value | 0 | 0 | 0 | (5,299,109) | (5,299,109) |
Net income | 0 | 0 | 0 | 3,786,635 | 3,786,635 |
Ending balance at Dec. 31, 2023 | $ 0 | $ 575 | $ 0 | $ (13,343,394) | $ (13,342,819) |
Ending balance (in shares) at Dec. 31, 2023 | 0 | 5,750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income | $ 3,786,635 | $ 2,434,705 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Earnings on cash (investments) held in Trust Account | (5,299,109) | (3,382,862) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 191,908 | 25,452 |
Other assets | 0 | 213,631 |
Accounts payable | 39,946 | (111,977) |
Accrued expenses | 743,964 | 327,051 |
Net cash used in operating activities | (536,656) | (494,000) |
Cash Flows from Investing Activities | ||
Trust Account Withdrawal-redemption | 198,991,853 | 0 |
Net cash provided by investing activities | 198,991,853 | 0 |
Cash Flows from Financing Activities | ||
Redemption of Class A ordinary shares | (198,991,853) | 0 |
Net cash used in financing activities | (198,991,853) | 0 |
Net change in cash | (536,656) | (494,000) |
Cash - beginning of period | 946,299 | 1,440,299 |
Cash - end of period | 409,643 | 946,299 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of Class A shares to redemption value | 5,299,109 | 3,382,862 |
Capital contribution from Sponsor | 2,791,710 | 0 |
Offering cost associated with non-redemption agreement | $ (2,791,710) | $ 0 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and General DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for the Company’s Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings on cash (investments) held in Trust Account relating to the proceeds derived from the Public Offering on November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end. On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half Simultaneously with the closing of the Public Offering, the Company completed the private sale of 4,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to DP Investment Management Sponsor I LLC (the “Sponsor”), generating gross proceeds to the Company of $7,100,000, which is described in Note 4. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Simultaneously with the closing of the IPO, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned $4,600,000 to the Company (the “Sponsor Loan”) at no interest. The proceeds of the Sponsor Note were deposited into the Trust Account (described below) and will be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s discretion and at any time until the consummation of the Company’s Business Combination. The Sponsor Loan Warrants are identical to the Private Placement Warrants. Transaction costs amounted to $13,148,152, including $8,050,000 in deferred underwriting fees, $4,600,000 in paid underwriting fees and $498,152 in other offering costs. Upon completion of the Public Offering, cash of $2,030,974 was held outside of the Trust Account (as defined below) for the payment of offering costs and for working capital purposes. Offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private warrants using the relative fair value method. A total of $234,600,000 ($10.20 per unit), which consisted of $225,400,000 of the net proceeds from the IPO, $4,600,000 of the proceeds of the sale of the Private Placement Warrants and $4,600,000 of the proceeds from a loan by the Sponsor under the Sponsor Loan, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the Trust Account (the “Trust Account”) that may be released to the Company to pay its taxes and winding up and dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until (i) the completion of the Company’s Business Combination, or (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s third amended and restated memorandum and articles of association (the “Third A&R M&A”) to (A) modify the substance or timing of its obligation to provide holders of its Class A Ordinary Shares the right to have their shares redeemed in connection with the C The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Public Offering, management agreed that an amount equal to at least $10.20 per Unit sold in the Public Offering, will be held in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the distribution of the Trust Account as described below. On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company entered into an amendment to the investment management trust agreement by and between the Company and Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of: (i) the completion of a Business Combination, or (ii) the distribution of the Trust Account as described below. The Company is required to provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6, Commitments and Contingencies The Third A&R M&A provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed not to propose an amendment to the Third A&R M&A (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Extended Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by November 12, 2024 (refer to “Non-Redemption Agreements, Extension Deposits and Extraordinary General Meetings” ten The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Extended Combination Period. However, if the initial shareholders acquire Public Shares after the Public Offering (other than by converting Founder Shares into 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 a Business Combination within the Extended Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6, Commitments and Contingencies per Public Share or (ii) the 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. Such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account. Such liability will also not apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Non-Redemption Agreements, Extension Deposits and Extraordinary General Meetings On May 5, 2023, certain of the Company’s unaffiliated investors (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the Sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously-held Class A Ordinary Shares (the “Investor Shares”) in connection with the First Extension (as defined below) and (ii) vote the Investor Shares in favor of the First Extension. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors, in each case on or promptly after the consummation of the Business Combination: (i) an aggregate of up to 1,000,000 Class B ordinary shares in connection with an extension until November 12, 2023 (the “Original Extension”) and (ii) to the extent our board of directors agrees to further extend the date up to three times by an additional month each time until February 12, 2024 to consummate its Business Combination, an aggregate of up to 1,500,000 Class B ordinary shares (each an “Optional Extension”), which includes the Class B ordinary shares referred to in clause (i). As of December 31, 2023, in connection with the Original Extension and the first and second Optional Extensions, the Sponsor agreed to transfer to the Investors an aggregate of 1,333,324 Class B ordinary shares promptly after the consummation of the Business Combination. The 1,333,324 Class B ordinary shares were recognized by the Company as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A Ordinary Shares, under the guidance in Staff Accounting Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. As of December 31, 2023, the Company estimated the aggregate fair value of the 1,333,324 Class B ordinary shares attributable to the Investors to be $2,791,710, or a weighted average of $2.09 per share. The excess of the fair value of the Class B ordinary shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Subsequently, in connection with the third Optional Extension which was approved by the Company’s board of directors on January 8, 2024 (as discussed below), the Sponsor agreed to transfer additional 166,662 Class B ordinary shares to the Investors, amounting to an aggregate of 1,500,000 Class B ordinary shares to be transferred to the Investors by the Sponsor on or promptly after the consummation of the Business Combination pursuant to the Non-Redemption Agreements. On May 10, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extraordinary General Meeting”) at which the Company’s shareholders voted to approve, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Second A&R M&A”), to extend the date (the “Extension Date”) by which the Company must (1) consummate the Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem all of the Class A Ordinary Shares included as part of the Units sold in the Company’s IPO, from May 12, 2023 to November 12, 2023, with optional additional extensions of up to three times by an additional month each time, at the option of the Company’s board of directors, until February 12, 2024 (the “First Extension”). In connection with the First Extension, shareholders holding 18,940,598 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.51. As a result, approximately $199.0 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions, the Company has Class A Ordinary Shares with redemption rights outstanding. On November 8, 2023, the Company’s board of directors approved the extension of the date by which the Company is required to complete the Business Combination until December 12, 2023. On December 8, 2023, the Company’s board of directors approved the extension of the date by which the Company is required to complete the Business Combination from December 12, 2023 until January 12, 2024. On January 8, 2024, the Company’s board of directors approved the extension of the date by which the Company is required to complete an initial business combination from January 12, 2024 until February 12, 2024. On February 8, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”) at which the Company’s shareholders approved, by special resolution, a proposal to amend and restate the Company’s Second A&R M&A to extend the Extension Date from February 12, 2024 to November 12, 2024 (the “Second Extension”). In connection with the Second Extraordinary General Meeting, holders of additional 2,559,402 Class A Ordinary Shares properly exercised their right to redeem their Class A Ordinary Shares for cash at a redemption price of approximately $10.96 per share. As a result, on February 13, 2024, an aggregate of approximately $28 million was removed from the Company’s Trust Account to pay such holders. Following this redemption, the Company has 1,500,000 Class A Ordinary Shares with redemption rights outstanding, and approximately $16.4 million remained in the Trust Account. In connection with the approval of the Second Extension, the Sponsor has agreed to deposit on a monthly basis, or pro rata portion thereof if less than a month, $49,500 into the Company’s Trust Account for the benefit of the public shareholders (the “Extension Deposit”), until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve a Business Combination and (ii) November 12, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company’s board of directors). The Sponsor made the first and second Extension Deposits on February 12, 2024 and March 12, 2024, respectively. Share Conversion Pursuant to the terms of the Third A&R M&A, on February 9, 2024, the Initial Shareholders elected to convert an aggregate of 5,749,997 Class B ordinary shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The initial shareholders will not have any redemption rights or be entitled to liquidating distributions from the Trust Account in connection with the Converted Shares if the Company fails to consummate a Business Combination, and the Converted Shares will be subject to the restrictions on transfer pursuant to the letter agreement entered into by and between the initial shareholders and the Company in connection with the IPO. Following such conversion, an aggregate of 7,249,997 Class A Ordinary Shares are issued and outstanding, of which 1,500,000 Class A Ordinary Shares issued and outstanding are with redemption rights, and three Class B ordinary shares are issued and outstanding. Nasdaq Compliance On August 21, 2023, the Company received a letter from the Listing Qualifications staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires that the Company’s listed securities maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million (the “MVLS Rule”). Subsequently on March 11, 2024, the Nasdaq Staff notified the Company that the Company has regained compliance with the MVLS Rule. On October 12, 2023, the Company received a second letter from the Nasdaq Staff notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires that the Company maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). To resolve the deficiencies and regain compliance with the Nasdaq continued listing requirements, the Company submitted an application to Nasdaq for a transfer from The Nasdaq Global Market to The Nasdaq Capital Market on January 24, 2024. On March 26, 2024 (the “Transfer Application”), the Nasdaq Staff notified the Company that the Transfer Application has been approved, and that the Units, Class A Ordinary Shares and Public Warrants will be transferred from The Nasdaq Global Market to The Nasdaq Capital Market at the opening of business on April 4, 2024. As of the date of this Annual Report on Form 10-K, the Company has not entered into any non-binding or definitive agreements with a potential Business Combination target. Liquidity and Going Concern In connection with the assessment of going concern considerations in accordance with the FASB ASC Subtopic 205-40, “Presentation of Financial Statements- Going Concern,” as a result of the Second Extension, the Company has until November 12, 2024 to consummate a Business Combination. It is currently uncertain that the Company will be able to consummate a Business Combination by this time. If its Business Combination cannot be completed prior to November 12, 2024, the Company will cease operations except for the purpose of winding-up, redeem the Company’s then outstanding public shares, and liquidate and dissolve . As of December 31, 2023, the working capital deficit is $692,819. The current cash position from the net proceeds of the Public Offering, the sale of the Private Placement Warrants and the Sponsor Loan not being held in the Trust Account are insufficient to allow us to operate until November 12, 2024, and, as such, the Company will likely depend on loans from our Sponsor, its affiliates or members of the Company’s management team to fund our search and to complete a Business Combination. The Sponsor, its affiliates, or members of the Company’s management team are not under any obligation to advance additional funds to, or to invest in, the Company. Also, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may need to obtain funding sooner. As such, there is substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements. The Company plans to continue its search for a target and continue to pursue all options to complete a Business Combination by November 12, 2024. The Company is considering obtaining loans from the Sponsor, its affiliates, or members of the management team to fund the search and to make a business combination. The Sponsor is not under any obligation to advance additional funds to, or to invest in, the Company, and the Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to raise additional funds it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses, all of which would have a material adverse effect on the Company and its financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks 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 issuance of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. See Note 1 (Liquidity and Going Concern). Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2023 and 2022. Cash (Investments) Held in Trust Account The Company’s investments have consisted of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on (cash) investments held in the Trust Account in the statements of operations. On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company entered into an amendment to the investment management trust agreement by and between the Company and Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation. As of December 31, 2023, all the Company’s investments in the Trust Account were cash held in an interest-bearing demand deposit account. As of December 31, 2022, the majority of the Company’s investments were investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Fair Value of Financial Instruments The The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Income Per Ordinary Share The Company follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of Class A Ordinary Shares or Class B Ordinary Shares outstanding during the period. The Company has not considered the effect of the warrants sold as part of the Units in the Public Offering or the private placement to purchase an aggregate of 16,233,333 Class A Ordinary Shares in the calculation of diluted loss per share, since the inclusion of such warrants are contingent upon the occurrence of future event. The Sponsor Loan Warrants to purchase a total of up to 3,066,067 Class A Ordinary Shares to be granted upon conversion of the Sponsor Loan, if any, would also be contingent upon the occurrence of future event and would therefore also be excluded from the calculation. The Company’s statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average number of ordinary shares subject to possible redemption outstanding over the period. Net income is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period. Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value. A reconciliation of net income per ordinary share is as follows: Year Ended December 31, 2023 Class A subject to possible redemption Class B Allocation of net income $ 2,467,328 1,319,307 Basic and diluted weighted average shares outstanding 10,753,476 5,750,000 Basic and diluted net income per share $ 0.23 0.23 Year Ended December 31, 2022 Class A subject to possible redemption Class B Allocation of net income $ 1,947,764 486,941 Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.08 0.08 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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. The Company had no net deferred tax assets as of December 31, 2023. 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. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023. 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. As such, the Company’s tax provision was zero for the periods presented. Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC 815-40” ) and ASC 480, “Distinguishing Liabilities from Equity.” The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Such guidance provides that because the warrants meet the criteria thereunder for equity classification, each warrant is recorded within Shareholders’ equity (deficit). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. Non-Redemption Agreements As of December 31, 2023, in connection with the 1,333,324 Class B ordinary shares the Sponsor agreed to transfer to the Investors on or promptly after the consummation of the Business Combination pursuant to the Non-Redemption Agreements, the Company estimated the aggregate fair value of the 1,333,324 Class B Ordinary Shares attributable to the Investors to be $2,791,710 or a weighted average of $2.09 per share, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. Recent Accounting Standards In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This update requires companies to disclose specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standards required under ASU 2023-09 as of January 1, 2025. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements. The Company's management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING | NOTE 3 - PUBLIC OFFERING Pursuant to the Public Offering, the Company offered 23,000,000 Units at a price of $10.00 per Unit, which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consisted of one Class A Ordinary Share and one-half Warrants |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 - PRIVATE PLACEMENT The Sponsor purchased an aggregate of 4,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or approximately $7,100,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Placement Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share. $4,600,000 of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Public Offering to be held in the Trust Account. The remaining cash was deposited into the Company’s operating account for future working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor, as purchaser of the Private Placement Warrants, agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial business combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay any outstanding Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, any outstanding Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of funds held outside the Trust Account to repay any outstanding Working Capital Loans but no funds held in the Trust Account would be used to repay any outstanding Working Capital Loans. Any outstanding Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2023 and 2022, and as of the date of the issuance of these financial statements, there were no Working Capital Loans outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares On May 13, 2021, the Sponsor, along with certain funds controlled by Data Point Capital, acquired 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Prior to the initial investment in the Company of $25,000 by our Sponsor along with certain funds controlled by Data Point Capital, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. The Founder Shares will automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to time at the option of the holders thereof and (b) automatically on the day of the closing of the Business Combination. Notwithstanding the foregoing, in the case that additional Class A Ordinary Shares or any other equity-linked securities (as defined in the Third A&R M&A), are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Founder Shares in issue shall automatically convert into Class A Ordinary Shares at the time of the closing of the Business Combination, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-converted basis, 20% of the sum of (i) the total number of all Class A Ordinary Shares and Founder Shares issued and outstanding, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined in the Third A&R M&A) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding (x) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in the Business Combination, and (y) the Private Placement Warrants issued to the Sponsor, any Sponsor Loan Warrants which may be issued to the Sponsor, and any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans (as defined in Note 4). In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. The holders of a majority of the Founder Shares in issue may agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance. Prior to our Business Combination, only holders of the Founder Shares will be entitled to vote on the appointment of directors. Pursuant to the terms of the Third A&R M&A, on February 9, 2024, the Initial Shareholders elected to convert an aggregate of 5,749,997 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”) (See Note 11, Subsequent Events Sponsor Loan The Sponsor loaned the Company $4,600,000 as of the closing date of the Public Offering. The Sponsor Loan bears no interest. The proceeds of the Sponsor Note were deposited into the Trust Account and can be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Sponsor Loan shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.50 per Sponsor Loan Warrant, at the discretion of the Sponsor, upon the consummation of a Business Combination. The Sponsor Loan was extended in order to ensure that the amount in the Trust Account is $10.20 per public share. If the Company does not consummate a Business Combination and the Sponsor Loan has not been converted into Sponsor Loan Warrants by such time, the Company will not repay the Sponsor Loan and its proceeds will be distributed to the Public Shareholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. As of December 31, 2023 and 2022, and as of the date of issuance of these financial statements, there was $4,600,000 outstanding under the Sponsor Loan. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any), are entitled to registration rights pursuant to the registration rights agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and the undersigned parties listed under holders thereto. These holders are entitled to certain demand and “piggyback” registration rights. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate paid at the closing of the Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which is included in the accompanying balance sheet. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Non-Redemption Agreements On May 5, 2023, the Company entered into Non-Redemption Agreements with certain unaffiliated investors that were eligible to redeem the Company’s Class A ordinary shares held by them at the Company’s extraordinary general meeting held on May 10, 2023. Pursuant to the Non-Redemption Agreements, the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously held Class A ordinary shares (the “Investor Shares”) in connection with the First Extension (as defined below) and (ii) vote the Investor Shares in favor of the First Extension. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors (i) an aggregate of up to 1,000,000 Class B ordinary shares in connection with an extension until November 12, 2023 and (ii) to the extent our board of directors agrees to further extend the date up to three times by an additional month each time until February 12, 2024 to consummate its Business Combination, an aggregate of up to 1,500,000 Class B ordinary shares, which includes the Class B ordinary shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination. As of December 31, 2023, in connection with the First Extension and pursuant to the Non-Redemption Agreements, the Sponsor agreed to transfer 1,333,324 Class B ordinary shares to the Investors on or promptly after the consummation of the Business Combination. The Company evaluated the transfer of Class B ordinary shares in connection with the Non-Redemption Agreements pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) and concluded that, the transfer of Class B ordinary shares in connection with the Non-Redemption Agreements should be classified as an equity instrument. The classification of whether such instruments should be recorded as liabilities or as equity is reassessed at the end of each reporting period. The Company recorded the transfer of Class B ordinary shares in the amount of the fair value of the 1,333,324 Class B ordinary shares, approximately $2.8 million, to be issued to the Investors. The fair value of these Class B ordinary shares was based on the publicly traded prices of the Company’s Class A ordinary shares on respective extension approval dates, management’s estimate of concessions and management’s estimate of the probability of completing a Business Combination. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2023 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A 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) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Company’s Class A 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, such shares of the Company are classified as temporary equity. At December 31, 2023 and 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled as follows: Number of Shares Amount Gross proceeds 23,000,000 $ 230,000,000 Less: Class A Ordinary Shares issuance costs - (12,739,238 ) Fair value of Public Warrants at issuance - (6,900,000 ) Plus: Accretion of carrying value to redemption value - 24,239,238 Class A Ordinary Shares subject to possible redemption at December 31, 2021 23,000,000 234,600,000 Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption - 3,382,862 Class A Ordinary Shares subject to possible redemption at December 31, 2022 23,000,000 237,982,862 Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption - 5,299,109 Redemption of Class A ordinary shares (18,940,598 ) (198,991,853 ) Class A Ordinary Shares subject to possible redemption at December 31, 2023 4,059,402 $ 44,290,118 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8 - SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were no Class A Ordinary Shares issued and outstanding Subsequent Events Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2023 and 2022, 5,750,000 Class B Ordinary Shares were issued and outstanding. Up to 750,000 of Founder Shares were subject to forfeiture in the event that the underwriter did not purchase additional Units to cover over-allotments. The underwriters’ over-allotment option was exercised in full on November 12, 2021 and forfeiture restrictions lapsed. Prior to the initial investment in the Company of $25,000 by the Sponsor along with certain funds controlled by Data Point Capital, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B Ordinary Shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination. As of December 31, 2023, in connection with the First Extension and Non-Redemption Agreements, the Sponsor agreed to transfer 1,333,324 Class B ordinary shares to the Investors on or promptly after the consummation of the Business Combination. The estimated aggregated fair value is $2,791,710, or a weighted average of $2.09 per share. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. Please refer to Note 11, Subsequent Events |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9 - WARRANTS Public Warrants may only be exercised for a whole number of Class A Ordinary Shares. No fractional Public Warrants were or will be issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants and a current prospectus relating to the Public Warrants is available and such Class A Ordinary Shares issuable upon exercise of the Public Warrants are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their Public Warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Ordinary Shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A Ordinary Shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation of the Company. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 in the Public Warrant Agreement, dated November 8, 2021 by and between the Company and Continental Stock Transfer & Trust Company, under “Redemption of warrants for Class A Ordinary Shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, and (iii) are subject to registration rights. 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 outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if the last reported sale price of Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any Public Warrant. If the Company is unable to complete a Business Combination by November 12, 2024 and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. Private Placement Warrants have the same terms as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: As of December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 237,982,862 $ — $ — On November 8, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation. As such, the amount held in the Trust Account as of December 31, 2023 is not subject to fair value measurement. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2023 and 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below. On January 8, 2024, in accordance with the Company’s Second A&R M&A, the Board approved a third extension of the date by which the Company is required to complete an initial business combination from January 12, 2024 until February 12, 2024. As a result, pursuant to the Non-Redemption Agreements, the Sponsor agreed to transfer an additional 166,662 Class B ordinary shares to the Investors on or promptly after the consummation of the Business Combination. On February 8, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”) at which the Company’s shareholders approved, by special resolution, a proposal to amend and restate the Company’s Second A&R M&A to extend the Extension Date from February 12, 2024 to November 12, 2024 (the “Second Extension”). In connection with the Second Extension, holders of an additional 2,559,402 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.96. As a result, approximately $28 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions, the Company has 1,500,000 Class A Ordinary Shares with redemption rights outstanding. As of March 19, 2024, approximately $16.6 million remained in the Trust Account. In connection with the approval of the Second Extension, the Sponsor has agreed to deposit on a monthly basis, or pro rata portion thereof if less than a month, $49,500 into the Company’s Trust Account for the benefit of the public shareholders (the “Extension Deposit”), until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve a Business Combination and (ii) November 12, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company’s board of directors). The Sponsor made the first Extension Deposit on February 12, 2024 and the second Extension Deposit on March 12, 2024. Pursuant to the terms of the Third A&R M&A, on February 9, 2024, the Initial Shareholders elected to convert an aggregate of 5,749,997 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The initial shareholders will not have any redemption rights or be entitled to liquidating distributions from the Trust Account in connection with the Converted Shares if the Company fail to consummate a Business Combination, and the Converted Shares will be subject to the restrictions on transfer pursuant to the letter agreement entered into by and between the initial shareholders and the Company in connection with the IPO. Following such conversion, an aggregate of 7,249,997 Class A Ordinary Shares are issued and outstanding, of which 1,500,000 Class A ordinary shares issued and outstanding are with redemption rights, and three Class B Ordinary Shares are issued and outstanding. On August 21, 2023, the Company received a letter from the Listing Qualifications staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires that the Company’s listed securities maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million (the “MVLS Rule”). Subsequently on March 11, 2024, the Nasdaq Staff notified the Company that the Company has regained compliance with the MVLS Rule. On October 12, 2023, the Company received a second letter from the Nasdaq Staff notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires that the Company maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). To resolve the deficiencies and regain compliance with the MVLS continued listing requirements, the Company submitted an application to Nasdaq for a transfer of the listing of our Units, Class A ordinary shares and Public Warrants from The Nasdaq Global Market to The Nasdaq Capital Market on January 24, 2024 (the “Transfer Application”). On March 26, 2024, the Nasdaq Staff notified us that our Transfer Application has been approved, and that our Units, Class A ordinary shares and Public Warrants will be transferred from The Nasdaq Global Market to The Nasdaq Capital Market at the opening of business on April 4, 2024. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Risks and Uncertainties | Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks 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 issuance of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. See Note 1 (Liquidity and Going Concern). |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2023 and 2022. |
Cash (Investments) Held in Trust Account | Cash (Investments) Held in Trust Account The Company’s investments have consisted of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on (cash) investments held in the Trust Account in the statements of operations. On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company entered into an amendment to the investment management trust agreement by and between the Company and Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation. As of December 31, 2023, all the Company’s investments in the Trust Account were cash held in an interest-bearing demand deposit account. As of December 31, 2022, the majority of the Company’s investments were investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of Class A Ordinary Shares or Class B Ordinary Shares outstanding during the period. The Company has not considered the effect of the warrants sold as part of the Units in the Public Offering or the private placement to purchase an aggregate of 16,233,333 Class A Ordinary Shares in the calculation of diluted loss per share, since the inclusion of such warrants are contingent upon the occurrence of future event. The Sponsor Loan Warrants to purchase a total of up to 3,066,067 Class A Ordinary Shares to be granted upon conversion of the Sponsor Loan, if any, would also be contingent upon the occurrence of future event and would therefore also be excluded from the calculation. The Company’s statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average number of ordinary shares subject to possible redemption outstanding over the period. Net income is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period. Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value. A reconciliation of net income per ordinary share is as follows: Year Ended December 31, 2023 Class A subject to possible redemption Class B Allocation of net income $ 2,467,328 1,319,307 Basic and diluted weighted average shares outstanding 10,753,476 5,750,000 Basic and diluted net income per share $ 0.23 0.23 Year Ended December 31, 2022 Class A subject to possible redemption Class B Allocation of net income $ 1,947,764 486,941 Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.08 0.08 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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. The Company had no net deferred tax assets as of December 31, 2023. 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. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023. 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. As such, the Company’s tax provision was zero for the periods presented. |
Warrants | Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC 815-40” ) and ASC 480, “Distinguishing Liabilities from Equity.” The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Such guidance provides that because the warrants meet the criteria thereunder for equity classification, each warrant is recorded within Shareholders’ equity (deficit). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. |
Non-Redemption Agreements | Non-Redemption Agreements As of December 31, 2023, in connection with the 1,333,324 Class B ordinary shares the Sponsor agreed to transfer to the Investors on or promptly after the consummation of the Business Combination pursuant to the Non-Redemption Agreements, the Company estimated the aggregate fair value of the 1,333,324 Class B Ordinary Shares attributable to the Investors to be $2,791,710 or a weighted average of $2.09 per share, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. |
Sponsor Loan | Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This update requires companies to disclose specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standards required under ASU 2023-09 as of January 1, 2025. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements. The Company's management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation of Net Income Per Ordinary Share | A reconciliation of net income per ordinary share is as follows: Year Ended December 31, 2023 Class A subject to possible redemption Class B Allocation of net income $ 2,467,328 1,319,307 Basic and diluted weighted average shares outstanding 10,753,476 5,750,000 Basic and diluted net income per share $ 0.23 0.23 Year Ended December 31, 2022 Class A subject to possible redemption Class B Allocation of net income $ 1,947,764 486,941 Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.08 0.08 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | At December 31, 2023 and 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled as follows: Number of Shares Amount Gross proceeds 23,000,000 $ 230,000,000 Less: Class A Ordinary Shares issuance costs - (12,739,238 ) Fair value of Public Warrants at issuance - (6,900,000 ) Plus: Accretion of carrying value to redemption value - 24,239,238 Class A Ordinary Shares subject to possible redemption at December 31, 2021 23,000,000 234,600,000 Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption - 3,382,862 Class A Ordinary Shares subject to possible redemption at December 31, 2022 23,000,000 237,982,862 Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption - 5,299,109 Redemption of Class A ordinary shares (18,940,598 ) (198,991,853 ) Class A Ordinary Shares subject to possible redemption at December 31, 2023 4,059,402 $ 44,290,118 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: As of December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 237,982,862 $ — $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS, Summary (Details) | 9 Months Ended | 12 Months Ended | ||
Nov. 12, 2021 USD ($) Business $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Description of Organization and Business Operations [Abstract] | ||||
Underwriting commissions | $ 4,600,000 | |||
Cash held outside Trust Account | $ 409,643 | $ 946,299 | ||
Cash deposited in trust account | $ 234,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||
Minimum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in Initial Business Combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |||
Post-transaction ownership percentage of the target business | 50% | |||
Percentage of Public Shares restricted from redeeming without prior consent | 15% | |||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||
Maximum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Amount of interest to pay dissolution expenses | $ 100,000 | |||
Sponsor [Member] | Sponsor Loan [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Proceeds from Sponsor | $ 4,600,000 | |||
Promissory note interest rate | 0% | |||
Cash deposited in trust account | $ 4,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | |||
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Warrants issued (in shares) | shares | 4,733,333 | |||
Private Placement Warrants [Member] | Sponsor [Member] | Sponsor Loan [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Conversion price of warrant (in dollars per share) | $ / shares | $ 1.5 | |||
Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Transaction costs | $ 12,739,238 | |||
Public Offering [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 23,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Warrants issued (in shares) | shares | 16,233,333 | |||
Transaction costs | $ 13,148,152 | |||
Deferred underwriting commissions | 8,050,000 | |||
Underwriting commissions | 4,600,000 | |||
Other offering costs | 498,152 | |||
Cash held outside Trust Account | 2,030,974 | |||
Cash deposited in trust account | $ 225,400,000 | |||
Sale price of unit (in dollars per share) | $ / shares | $ 10.2 | |||
Public Offering [Member] | Public Warrant [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 0.5 | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | |||
Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 1 | 1 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 3,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ / shares | 11.5 | |||
Share price (in dollars per share) | $ / shares | $ 1.5 | |||
Warrants issued (in shares) | shares | 4,733,333 | |||
Gross proceeds from private placement | $ 7,100,000 | |||
Cash deposited in trust account | $ 4,600,000 | |||
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 |
ORGANIZATION AND BUSINESS OPE_3
ORGANIZATION AND BUSINESS OPERATIONS, Non-Redemption Agreements, Extension Deposits and Extraordinary General Meetings (Details) | 12 Months Ended | |||||||||
Feb. 13, 2024 USD ($) | Feb. 08, 2024 USD ($) $ / shares shares | May 10, 2023 USD ($) $ / shares shares | May 05, 2023 ExtensionOption shares | Dec. 31, 2023 USD ($) ExtensionOption $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 19, 2024 USD ($) | Feb. 09, 2024 shares | Jan. 08, 2024 shares | Dec. 31, 2021 shares | |
Extraordinary General Meeting [Abstract] | ||||||||||
Trust Account Withdrawal - redemption | $ | $ 198,991,853 | $ 0 | ||||||||
Class A Ordinary Shares [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 4,059,402 | 23,000,000 | 23,000,000 | |||||
Extraordinary General Meeting [Abstract] | ||||||||||
Shares subject to redemption, redeemed (in shares) | 18,940,598 | |||||||||
Redemption price (in dollars per share) | $ / shares | $ 10.91 | $ 10.35 | ||||||||
Class A Ordinary Shares [Member] | Subsequent Events [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||||||
Non-Redemption Agreements [Member] | ||||||||||
Extraordinary General Meeting [Abstract] | ||||||||||
Number of extensions | ExtensionOption | 3 | |||||||||
Non-Redemption Agreements [Member] | Class A Ordinary Shares [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 4,000,000 | |||||||||
Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,500,000 | 1,333,324 | ||||||||
Fair value of shares transferred | $ | $ 2,791,710 | |||||||||
Weighted average price of shares issued (in dollars per share) | $ / shares | $ 2.09 | |||||||||
Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | Subsequent Events [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 166,662 | |||||||||
Non-Redemption Agreements, Original Extension [Member] | Class B Ordinary Shares [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,000,000 | |||||||||
Non-Redemption Agreements, Optional Extension [Member] | Class B Ordinary Shares [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,500,000 | |||||||||
First Extraordinary General Meeting [Member] | Class A Ordinary Shares [Member] | ||||||||||
Extraordinary General Meeting [Abstract] | ||||||||||
Number of extensions | ExtensionOption | 3 | |||||||||
Shares subject to redemption, redeemed (in shares) | 18,940,598 | |||||||||
Redemption price (in dollars per share) | $ / shares | $ 10.51 | |||||||||
Trust Account Withdrawal - redemption | $ | $ 199,000,000 | |||||||||
Second Extraordinary General Meeting [Member] | Subsequent Events [Member] | ||||||||||
Extraordinary General Meeting [Abstract] | ||||||||||
Ordinary shares remains in the trust account | $ | $ 16,400,000 | $ 16,600,000 | ||||||||
Extension deposit | $ | $ 49,500 | |||||||||
Second Extraordinary General Meeting [Member] | Class A Ordinary Shares [Member] | Subsequent Events [Member] | ||||||||||
Non-Redemption Agreements [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||||||
Extraordinary General Meeting [Abstract] | ||||||||||
Shares subject to redemption, redeemed (in shares) | 2,559,402 | |||||||||
Redemption price (in dollars per share) | $ / shares | $ 10.96 | |||||||||
Trust Account Withdrawal - redemption | $ | $ 28,000,000 | $ 28,000,000 |
ORGANIZATION AND BUSINESS OPE_4
ORGANIZATION AND BUSINESS OPERATIONS, Share Conversion (Details) | 12 Months Ended | |||||
Feb. 09, 2024 shares | Dec. 31, 2023 shares | Feb. 08, 2024 shares | May 10, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Class A Ordinary Shares [Member] | ||||||
Share Conversion [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | |||||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||||
Shares subject to possible redemption (in shares) | 4,059,402 | 1,500,000 | 4,059,402 | 23,000,000 | 23,000,000 | |
Class A Ordinary Shares [Member] | Subsequent Events [Member] | ||||||
Share Conversion [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | |||||
Ordinary shares, shares issued (in shares) | 7,249,997 | |||||
Ordinary shares, shares outstanding (in shares) | 7,249,997 | |||||
Shares subject to redemption, shares issued (in shares) | 1,500,000 | |||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Share Conversion [Abstract] | ||||||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | ||||
Class B Ordinary Shares [Member] | Subsequent Events [Member] | ||||||
Share Conversion [Abstract] | ||||||
Shares converted (in shares) | 5,749,997 | |||||
Ordinary shares, shares issued (in shares) | 3 | |||||
Ordinary shares, shares outstanding (in shares) | 3 |
ORGANIZATION AND BUSINESS OPE_5
ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Going Concern (Details) | Dec. 31, 2023 USD ($) |
Liquidity and Going Concern [Abstract] | |
Working capital deficit | $ (692,819) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A [Member] | ||
Net Income Per Ordinary Share [Abstract] | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Reconciliation of Net Income Per Ordinary Share [Abstract] | ||
Allocation of net income | $ 2,467,328 | $ 1,947,764 |
Basic weighted average shares outstanding (in shares) | 10,753,476 | 23,000,000 |
Diluted weighted average shares outstanding (in shares) | 10,753,476 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | 0.23 | 0.08 |
Class B [Member] | ||
Net Income Per Ordinary Share [Abstract] | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Reconciliation of Net Income Per Ordinary Share [Abstract] | ||
Allocation of net income | $ 1,319,307 | $ 486,941 |
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Warrant [Member] | Class A [Member] | ||
Net Income Per Ordinary Share [Abstract] | ||
Shares excluded in calculation of diluted loss per share (in shares) | 16,233,333 | |
Warrant [Member] | Sponsor Loan [Member] | Maximum [Member] | Class A [Member] | ||
Net Income Per Ordinary Share [Abstract] | ||
Shares to be granted excluded in calculation of diluted loss per share (in shares) | 3,066,067 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Net deferred tax assets | $ 0 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Income tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrants (Details) | Nov. 12, 2021 shares |
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 11,500,000 |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 4,733,333 |
Public Offering [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 16,233,333 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Non-Redemption Agreements (Details) - Non-Redemption Agreements [Member] - Class B Ordinary Shares [Member] - USD ($) | Dec. 31, 2023 | May 05, 2023 |
Non-Redemption Agreements [Abstract] | ||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | 1,500,000 |
Fair value of shares transferred | $ 2,791,710 | |
Weighted average price of shares issued (in dollars per share) | $ 2.09 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Nov. 12, 2021 | Dec. 31, 2023 |
Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Public Offering [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Public Offering [Member] | Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 0.50 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Public Offering [Member] | Class A Ordinary Share [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 1 | 1 |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Over-Allotment Option [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | ||
Nov. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement Warrants [Abstract] | |||
Cash deposited in trust account | $ 234,600,000 | ||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | |
Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | Working Capital Loans [Member] | |||
Private Placement Warrants [Abstract] | |||
Conversion price of warrant (in dollars per share) | $ 1.5 | ||
Loans outstanding | 0 | $ 0 | |
Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | |||
Private Placement Warrants [Abstract] | |||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||
Private Placement Warrants [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,733,333 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,733,333 | ||
Share price (in dollars per share) | $ 1.5 | ||
Gross proceeds from issuance of warrants | $ 7,100,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Cash deposited in trust account | $ 4,600,000 | ||
Number of trading days | 30 days | ||
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | |||
Private Placement Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 12 Months Ended | ||
Feb. 09, 2024 shares | May 13, 2021 USD ($) shares | Dec. 31, 2023 USD ($) | |
Class A Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | |||
Founder Shares [Abstract] | |||
Shares converted (in shares) | 5,749,997 | ||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Ownership interest, as converted percentage | 20% | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Number of shares issued (in shares) | 5,750,000 | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | $ 25,000 |
RELATED PARTY TRANSACTIONS, Spo
RELATED PARTY TRANSACTIONS, Sponsor Loan (Details) - USD ($) | 9 Months Ended | |||
Nov. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Sponsor Loan [Abstract] | ||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | ||
Sponsor [Member] | Sponsor Loan [Member] | ||||
Sponsor Loan [Abstract] | ||||
Proceeds from Sponsor | $ 4,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | ||
Sponsor [Member] | Sponsor Loan [Member] | Private Placement Warrants [Member] | ||||
Sponsor Loan [Abstract] | ||||
Conversion price of warrant (in dollars per share) | $ 1.5 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Underwriting Agreement [Abstract] | |||
Payments for underwriting discount per unit (in dollars per share) | $ 0.2 | ||
Payments for underwriting discount | $ 4,600,000 | ||
Deferred underwriting fee per unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting fees payable | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Non-Redemption Agreements (Details) | May 05, 2023 ExtensionOption shares | Feb. 08, 2024 shares | Dec. 31, 2023 USD ($) shares | May 10, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Class A Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 4,059,402 | 23,000,000 | 23,000,000 | |
Non-Redemption Agreements [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Number of extensions | ExtensionOption | 3 | |||||
Non-Redemption Agreements [Member] | Class A Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Shares subject to possible redemption (in shares) | 4,000,000 | |||||
Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Number of shares transferred (in shares) | 1,000,000 | |||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,500,000 | 1,333,324 | ||||
Fair value of shares transferred | $ | $ 2,791,710 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Feb. 08, 2024 | May 10, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock Subject to Possible Redemption [Abstract] | |||||
Gross proceeds | $ 230,000,000 | ||||
Accretion of carrying value to redemption value | 24,239,238 | ||||
Public Warrants [Member] | |||||
Common Stock Subject to Possible Redemption [Abstract] | |||||
Fair value of Public Warrants at issuance | (6,900,000) | ||||
Class A Ordinary Share [Member] | |||||
Common Stock Subject to Possible Redemption [Abstract] | |||||
Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | |||
Class A ordinary shares issuance costs | $ (12,739,238) | ||||
Class A ordinary shares subject to possible redemption | $ 237,982,862 | $ 234,600,000 | |||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption | 5,299,109 | $ 3,382,862 | |||
Redemption of Class A ordinary shares | $ (198,991,853) | ||||
Redemption of Class A ordinary shares (in shares) | (18,940,598) | ||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 23,000,000 | 4,059,402 | 23,000,000 |
Class A ordinary shares subject to possible redemption | $ 234,600,000 | $ 44,290,118 | $ 237,982,862 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - USD ($) | 12 Months Ended | ||||||
May 13, 2021 | Dec. 31, 2023 | Feb. 08, 2024 | May 10, 2023 | May 05, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit [Abstract] | |||||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preference shares, shares issued (in shares) | 0 | 0 | |||||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||||
Class A Ordinary Shares [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares issued (in shares) | 0 | 0 | |||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||||
Shares subject to possible redemption (in shares) | 4,059,402 | 1,500,000 | 4,059,402 | 23,000,000 | 23,000,000 | ||
Class A Ordinary Shares [Member] | Non-Redemption Agreements [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Shares subject to possible redemption (in shares) | 4,000,000 | ||||||
Class B Ordinary Shares [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |||||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |||||
Class B Ordinary Shares [Member] | Non-Redemption Agreements [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | 1,500,000 | |||||
Aggregate fair value | $ 2,791,710 | ||||||
Weighted average price of shares issued (in dollars per share) | $ 2.09 | ||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Proceeds from issuance of ordinary share | $ 25,000 | $ 25,000 | |||||
Class B Ordinary Shares [Member] | Sponsor [Member] | Maximum [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Number of shares subject to forfeiture (in shares) | 750,000 | ||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | Non-Redemption Agreements [Member] | |||||||
Stockholders' Deficit [Abstract] | |||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | ||||||
Aggregate fair value | $ 2,791,710 | ||||||
Weighted average price of shares issued (in dollars per share) | $ 2.09 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Public Warrants [Member] | |
Warrants [Abstract] | |
Period to exercise warrants after Business Combination | 30 days |
Period to exercise warrants after closing of Initial Public Offering | 12 months |
Period for registration statement to become effective | 60 days |
Number of days to file registration statement | 20 days |
Exercise price of warrant (in dollars per share) | $ 11.5 |
Expiration period of warrants | 5 years |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |
Warrants [Abstract] | |
Percentage multiplier | 180% |
Warrant redemption price (in dollars per share) | $ 0.01 |
Number of trading days | 20 days |
Class of warrant or right redemption period | 30 days |
Threshold consecutive trading days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Notice period to redeem warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Public Offering [Member] | Public Warrants [Member] | |
Warrants [Abstract] | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
Additional Offering [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60% |
Percentage multiplier | 115% |
Additional Offering [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.2 |
Additional Offering [Member] | Class A Ordinary Share [Member] | |
Warrants [Abstract] | |
Trading day period to calculate volume weighted average trading price | 20 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assets [Abstract] | ||
Transfers in into Level 3 | $ 0 | $ 0 |
Transfers out of Level 3 | $ 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 237,982,862 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 12 Months Ended | |||||||||
Feb. 13, 2024 USD ($) | Feb. 09, 2024 shares | Feb. 08, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 19, 2024 USD ($) | Jan. 08, 2024 shares | May 10, 2023 shares | May 05, 2023 shares | Dec. 31, 2021 shares | |
Subsequent Event [Abstract] | ||||||||||
Trust Account Withdrawal - redemption | $ | $ 198,991,853 | $ 0 | ||||||||
Class A Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to redemption, redeemed (in shares) | 18,940,598 | |||||||||
Shares subject to possible redemption (in dollars per share) | $ / shares | $ 10.91 | $ 10.35 | ||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 23,000,000 | 4,059,402 | 23,000,000 | |||||
Stock conversion basis at time of business combination | 1 | |||||||||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||||||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||||||||
Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||||||||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | ||||||||
Non-Redemption Agreements [Member] | Class A Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 4,000,000 | |||||||||
Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | 1,500,000 | ||||||||
Non-Redemption Agreements [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | |||||||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||||||
Stock conversion basis at time of business combination | 1 | |||||||||
Ordinary shares, shares issued (in shares) | 7,249,997 | |||||||||
Ordinary shares, shares outstanding (in shares) | 7,249,997 | |||||||||
Shares subject to redemption, shares issued (in shares) | 1,500,000 | |||||||||
Subsequent Event [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Number of shares converted (in shares) | 5,749,997 | |||||||||
Ordinary shares, shares issued (in shares) | 3 | |||||||||
Ordinary shares, shares outstanding (in shares) | 3 | |||||||||
Subsequent Event [Member] | Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 166,662 | |||||||||
Subsequent Event [Member] | Non-Redemption Agreements [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Number of shares subject to transfer upon Business Combination (in shares) | 166,662 | |||||||||
Subsequent Event [Member] | Second Extraordinary General Meeting [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Ordinary stock remains in trust account | $ | $ 16,400,000 | $ 16,600,000 | ||||||||
Extension deposit amount to be deposited trust account on monthly or pro rata basis | $ | $ 49,500 | |||||||||
Subsequent Event [Member] | Second Extraordinary General Meeting [Member] | Class A Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to redemption, redeemed (in shares) | 2,559,402 | |||||||||
Shares subject to possible redemption (in dollars per share) | $ / shares | $ 10.96 | |||||||||
Trust Account Withdrawal - redemption | $ | $ 28,000,000 | $ 28,000,000 | ||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||||||
Subsequent Event [Member] | Third A&R M&A [Member] | Class A Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 1,500,000 | |||||||||
Stock conversion basis at time of business combination | 1 | |||||||||
Ordinary shares, shares issued (in shares) | 7,249,997 | |||||||||
Ordinary shares, shares outstanding (in shares) | 7,249,997 | |||||||||
Shares subject to redemption, shares issued (in shares) | 1,500,000 | |||||||||
Subsequent Event [Member] | Third A&R M&A [Member] | Class B Ordinary Shares [Member] | ||||||||||
Subsequent Event [Abstract] | ||||||||||
Shares subject to possible redemption (in shares) | 3 | |||||||||
Number of shares converted (in shares) | 5,749,997 | |||||||||
Shares subject to redemption, shares issued (in shares) | 3 |