Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 14, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41012 | |
Entity Registrant Name | FINNOVATE ACQUISITION CORP. | |
Entity Central Index Key | 0001857855 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 265 Franklin Street | |
Entity Address, Address Line Two | Suite 1702 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02110 | |
City Area Code | +1 424 | |
Local Phone Number | 253-0908 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share and three-quarters of one Warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and three-quarters of one Warrant | |
Trading Symbol | FNVTU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | FNVT | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | FNVTW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 9,085,831 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 867 | $ 244,179 |
Prepaid expenses | 66,235 | 314,502 |
Total Current Assets | 67,102 | 558,681 |
Investments held in Trust Account | 50,306,452 | 178,531,059 |
Total Assets | 50,373,554 | 179,089,740 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,242,202 | 522,801 |
Working capital loan - related party | 449,765 | |
Extension note payable | 500,000 | |
Due to related party | 310,371 | 41,464 |
Total Liabilities | 2,052,573 | 1,014,030 |
Class A ordinary shares subject to possible redemption, 4,623,332 and 17,250,000 shares at redemption value of $10.88 and $10.35 at September 30, 2023 and December 31, 2022, respectively | 50,306,452 | 178,531,059 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (1,985,917) | (455,795) |
Total Shareholders’ Deficit | (1,985,471) | (455,349) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | 50,373,554 | 179,089,740 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Common stock, value | 446 | 15 |
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Common stock, value | $ 431 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 4,623,332 | 17,250,000 |
Temporary equity, redemption price per share | $ 10.88 | $ 10.35 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,462,499 | 150,000 |
Common stock, shares outstanding | 4,462,499 | 150,000 |
Shares subject to possible redemption | 4,623,332 | 17,250,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 1 | 4,312,500 |
Common stock, shares outstanding | 1 | 4,312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation, general and administrative expenses | $ 635,563 | $ 290,025 | $ 1,481,694 | $ 677,782 |
Loss from operations | (635,563) | (290,025) | (1,481,694) | (677,782) |
Other Income | ||||
Interest earned on Bank Account | 136 | 1,618 | 1,807 | 1,922 |
Interest earned on Investments held in Trust Account | 641,496 | 795,600 | 3,892,315 | 1,059,860 |
Total Other Income | 641,632 | 797,218 | 3,894,122 | 1,061,782 |
Net Income | $ 6,069 | $ 507,193 | $ 2,412,428 | $ 384,000 |
Redeemable Ordinary Shares [Member] | ||||
Other Income | ||||
Basic net income (loss) per ordinary share | $ 0 | $ 0.02 | $ 0.16 | $ 0.02 |
Diluted net income (loss) per ordinary share | 0 | 0.02 | 0.16 | 0.02 |
Non-Redeemable Ordinary Shares [Member] | ||||
Other Income | ||||
Basic net income (loss) per ordinary share | 0 | 0.02 | 0.16 | 0.02 |
Diluted net income (loss) per ordinary share | $ 0 | $ 0.02 | $ 0.16 | $ 0.02 |
Common Class A [Member] | ||||
Other Income | ||||
Basic weighted average shares outstanding | 4,623,332 | 17,400,000 | 10,451,025 | 17,400,000 |
Diluted weighted average shares outstanding | 4,623,332 | 17,400,000 | 10,451,025 | 17,400,000 |
Common Class B [Member] | ||||
Other Income | ||||
Basic weighted average shares outstanding | 4,462,500 | 4,312,500 | 4,462,500 | 4,312,500 |
Diluted weighted average shares outstanding | 4,462,500 | 4,312,500 | 4,462,500 | 4,312,500 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance value at Dec. 31, 2021 | $ 15 | $ 431 | $ 1,654,188 | $ (639,546) | $ 1,015,088 |
Beginning balance, shares at Dec. 31, 2021 | 150,000 | 4,312,500 | |||
Net income (loss) | (160,730) | (160,730) | |||
Ending Balance value at Mar. 31, 2022 | $ 15 | $ 431 | 1,654,188 | (800,276) | 854,358 |
Ending balance, shares at Mar. 31, 2022 | 150,000 | 4,312,500 | |||
Beginning balance value at Dec. 31, 2021 | $ 15 | $ 431 | 1,654,188 | (639,546) | 1,015,088 |
Beginning balance, shares at Dec. 31, 2021 | 150,000 | 4,312,500 | |||
Net income (loss) | 384,000 | ||||
Ending Balance value at Sep. 30, 2022 | $ 15 | $ 431 | 592,226 | (255,546) | 337,126 |
Ending balance, shares at Sep. 30, 2022 | 150,000 | 4,312,500 | |||
Beginning balance value at Mar. 31, 2022 | $ 15 | $ 431 | 1,654,188 | (800,276) | 854,358 |
Beginning balance, shares at Mar. 31, 2022 | 150,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption value | (266,362) | (266,362) | |||
Net income (loss) | 37,537 | 37,537 | |||
Ending Balance value at Jun. 30, 2022 | $ 15 | $ 431 | 1,387,826 | (762,739) | 625,533 |
Ending balance, shares at Jun. 30, 2022 | 150,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption value | (795,600) | (795,600) | |||
Net income (loss) | 507,193 | 507,193 | |||
Ending Balance value at Sep. 30, 2022 | $ 15 | $ 431 | 592,226 | (255,546) | 337,126 |
Ending balance, shares at Sep. 30, 2022 | 150,000 | 4,312,500 | |||
Beginning balance value at Dec. 31, 2022 | $ 15 | $ 431 | (455,795) | (455,349) | |
Beginning balance, shares at Dec. 31, 2022 | 150,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption value | (1,908,881) | (1,908,881) | |||
Net income (loss) | 1,608,034 | 1,608,034 | |||
Ending Balance value at Mar. 31, 2023 | $ 15 | $ 431 | (756,642) | (756,196) | |
Ending balance, shares at Mar. 31, 2023 | 150,000 | 4,312,500 | |||
Beginning balance value at Dec. 31, 2022 | $ 15 | $ 431 | (455,795) | (455,349) | |
Beginning balance, shares at Dec. 31, 2022 | 150,000 | 4,312,500 | |||
Net income (loss) | 2,412,428 | ||||
Ending Balance value at Sep. 30, 2023 | $ 446 | (1,985,917) | (1,985,471) | ||
Ending balance, shares at Sep. 30, 2023 | 4,462,499 | 1 | |||
Beginning balance value at Mar. 31, 2023 | $ 15 | $ 431 | (756,642) | (756,196) | |
Beginning balance, shares at Mar. 31, 2023 | 150,000 | 4,312,500 | |||
Remeasurement of Class A ordinary shares to redemption value | (449,765) | (892,173) | (1,341,938) | ||
Net income (loss) | 798,325 | 798,325 | |||
Conversion of Sponsor Shares | $ 431 | $ (431) | |||
Conversion of Sponsor Shares, shares | 4,312,499 | (4,312,499) | |||
Promissory Note forgiveness | 449,765 | 449,765 | |||
Extension Contribution | (300,000) | (300,000) | |||
Ending Balance value at Jun. 30, 2023 | $ 446 | (1,150,490) | (1,150,044) | ||
Ending balance, shares at Jun. 30, 2023 | 4,462,499 | 1 | |||
Remeasurement of Class A ordinary shares to redemption value | (641,496) | (641,496) | |||
Net income (loss) | 6,069 | 6,069 | |||
Extension Contribution | (200,000) | (200,000) | |||
Ending Balance value at Sep. 30, 2023 | $ 446 | $ (1,985,917) | $ (1,985,471) | ||
Ending balance, shares at Sep. 30, 2023 | 4,462,499 | 1 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net income | $ 6,069 | $ 1,608,034 | $ 507,193 | $ (160,730) | $ 2,412,428 | $ 384,000 | |
Interest earned on Investments held in Trust Account | (641,496) | (795,600) | (3,892,315) | (1,059,860) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 248,267 | 261,190 | |||||
Accounts payable and accrued expenses | 719,401 | (20,127) | |||||
Accrued offering expenses | (46,894) | ||||||
Due to related party | 268,907 | 26,464 | |||||
Net cash used by operating activities | (243,312) | (455,227) | |||||
Cash flows from investing activities: | |||||||
Cash withdrawn from Trust account in connection with redemption | 132,616,922 | ||||||
Extension Contribution | (500,000) | ||||||
Net cash provided by investing activities | 132,116,922 | ||||||
Cash flows from financing activities: | |||||||
Proceeds from Related Party advances | 500,000 | ||||||
Redemption of Class A Ordinary shares | (132,616,922) | ||||||
Net cash provided used in financing activities | (132,116,922) | ||||||
Net change in cash | (243,312) | (455,227) | |||||
Cash at beginning of period | $ 244,179 | $ 1,011,771 | 244,179 | 1,011,771 | $ 1,011,771 | ||
Cash at end of period | $ 867 | $ 556,544 | 867 | 556,544 | 244,179 | ||
Supplemental disclosure of cash flow information: | |||||||
Remeasurement of Class A ordinary shares to redemption value | 3,892,315 | 1,061,962 | |||||
Promissory Note forgiveness | 449,765 | ||||||
Extension Contribution | $ 500,000 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND Organization and General Finnovate Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early-stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through September 30, 2023 relates to the Company’s formation and its initial public offering (the “IPO”) described below, and, since the IPO, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. IPO On November 8, 2021, the Company completed the sale of 15,000,000 10.00 2,250,000 172,500,000 Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 1.00 900,000 8,800,000 Following the closing of the IPO on November 8, 2021 and the subsequent exercise of the over-allotment option, $ 175,950,000 10.20 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO 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. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80 50 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is approximately $ 10.88 4,312,500 The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Articles of Association provide 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 The Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Amended and Restated Articles of Association (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100 The Company will have until May 8, 2024 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $ 100,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to its underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.20 Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $ 867 1,985,471 250,000 In order to finance transaction costs in connection with a Business Combination, the Company’s 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 with funds as may be required (Working Capital Loans, described in more detail in Note 5). As of September 30, 2023 and December 31, 2022, the Company had $ 0 449,765 263,000 On June 2, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $ 1,200,000 100,000 1,200,000 1.00 500,000 These conditions, involving liquidity concerns and mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Sunorange Investment On April 27, 2023, the Company entered into an agreement (the “Investment Agreement”) with the Sponsor and Sunorange Limited (the “Sunorange”), pursuant to which Sunorange and its designees shall acquire partnership interests in the Sponsor and Class B ordinary shares directly held by certain Company directors, which combined interests will entitle Sunorange to receive, in the aggregate, 3,557,813 6,160,000 On May 8, 2023, the Company completed the closing of the Sunorange Investment after the Company’s shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “Extension Meeting”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B ordinary shares into Class A ordinary shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B ordinary shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination In connection with the closing of the Sunorange Investment, on May 8, 2023, Sunorange caused $ 300,000 100,000 500,000 Business Combination Agreement On August 21, 2023, the Company and Scage International Limited (“Scage”) entered into a definitive Business Combination Agreement (the “Business Combination Agreement”). Scage is a zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty NEV trucks and e-fuel solutions. Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement (the “Scage Business Combination”), Scage Future, a newly formed holding company (“Pubco”) will seek to be listed on Nasdaq. The outstanding securities of Scage and the Company will be converted into the right to receive securities of Pubco. The transaction represents a post-Business Combination valuation of $1.0 billion ($ 1,000,000,000 ) for Scage upon closing of the Scage Business Combination, subject to adjustment. On August 29, 2023, the Company engaged a third-party consultant to provide the Company with an introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5 Lock-Up Agreements Simultaneously with the execution of the Business Combination Agreement, Pubco, Scage, the Company and certain shareholders of Scage (“Key Scage Shareholders”), as shareholders holding shares of Scage sufficient to constitute the Required Company Shareholder Approval (as that term is defined in the Business Combination Agreement) as the holder of record or the beneficial owner within the meaning of Rule 135-3 of the Exchange Act, each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). It is a condition to the Closing that all stockholders of Scage between signing and Closing enter into a Lock-Up Agreement (each, a “Seller Lock-Up Agreement”). Pursuant to each Key Seller Lock-Up Agreement, each Key Scage Shareholder agreed not to, during the period commencing from the date and time at which the Closing is actually held (the “Closing Date”) and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)) Pursuant to each Seller Lock-Up Agreement, the remaining Scage shareholders agreed not to make a Prohibited Transfer during the period commencing from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if Pubco consummates a Change of Control). Shareholder Support Agreement Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, and Key Scage Shareholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, Key Scage Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the transactions contemplated therein, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. Sponsor Support Agreement Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, Pubco and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company in favor of the Business Combination Agreement and the transactions contemplated therein. The Sponsor Support Agreement also prevents transfers of securities of the Company held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement. Insider Letter Amendment Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated November 8, 2021 (the “Insider Letter”), by and among the Company, the Sponsor and the directors, officers or other initial shareholders of the Company named therein, pursuant to which Pubco and Scage are added as parties to the Insider Letter. Non-Competition and Non-Solicitation Agreement Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of the Company each entered into a non-competition and non-solicitation agreement with the Company, Pubco, Scage, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, the Company, Scage, and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions. Assignment, Assumption, and Amendment to Warrant Agreement Prior to the Closing, the Company, Pubco and Continental, as warrant agent (the “Warrant Agent”), will enter the Assignment, Assumption, and Amendment to Warrant Agreement (the “Warrant Amendment”), which will amend that certain Warrant Agreement, dated as of November 8, 2021, relating to the Company warrants (the “Warrant Agreement”), filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of the Company under the Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to the Company’s Class A ordinary shares in the Warrant Agreement shall mean Pubco ordinary shares. Risks and Uncertainties Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 13, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 867 244,179 Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of cash equivalents in the amount of $ 50,306,452 178,531,059 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation’s coverage of $ 250,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs were charged to shareholders’ equity upon the completion of the IPO and subsequent exercise of the over-allotment. Accordingly, offering costs totaling $ 4,171,912 3,450,000 721,912 Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As a result of the shareholder vote held on May 8, 2023, 12,626,668 4,623,332 132,616,922 10.50 As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2023 December 31, 2022 As of beginning of the period, January 1 $ 178,531,059 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 3,892,315 2,581,059 Extension Contributions 500,000 - Less: Redemptions (132,616,922 ) - Class A ordinary shares subject to possible redemption $ 50,306,452 $ 178,531,059 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share We comply with accounting and disclosure requirements of ASC 260. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. We have two classes of shares, redeemable ordinary shares and non-redeemable ordinary shares. Our redeemable ordinary shares are comprised of Class A shares sold in the IPO. Our non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor. Earnings and losses are shared pro rata between the two classes of shares. Our statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per share for redeemable ordinary shares and non-redeemable ordinary shares is calculated by dividing net income, allocated proportionally to each class of ordinary shares, attributable to us by the weighted average number of shares of redeemable and non-redeemable ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the IPO since exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per redeemable share because the redemption value approximates fair value. As a result, diluted income per share is the same as basic income per share for the period presented. Accordingly, basic and diluted income per ordinary share for the three months ended September 30, 2023 and September 30, 2022 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 3,088 $ 2,981 $ 406,455 $ 100,738 Denominator: Weighted-average shares outstanding 4,623,332 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.02 $ 0.02 Basic and diluted income per ordinary share for the nine months ended September 30, 2023 and September 30, 2022 is calculated as follows: Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 1,690,569 $ 721,859 $ 307,731 $ 76,269 Denominator: Weighted-average shares outstanding 10,451,025 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.16 $ 0.16 $ 0.02 $ 0.02 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU “) Topic 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by removing certain separation models in FASB ASU Subtopic 470-20, “Debt-Debt with Conversion and Other Options,” for convertible instruments and introducing other changes. As a result of ASU 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single-equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU Topic 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 - INITIAL PUBLIC OFFERING On November 8, 2021, the Company completed its IPO of 15,000,000 10.00 2,250,000 2,250,000 172,500,000 Each Unit consists of one share of Class A ordinary shares and three-quarters of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A ordinary shares at a price of $ 11.50 Following the closing of the IPO on November 8, 2021 and subsequent exercise of the over-allotment, an aggregate of $ 175,950,000 10.20 |
PRIVATE PLACEMENT WARRANTS
PRIVATE PLACEMENT WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement Warrants | |
PRIVATE PLACEMENT WARRANTS | NOTE 4 - PRIVATE PLACEMENT WARRANTS The Sponsor and EarlyBirdCapital agreed to purchase an aggregate of 7,900,000 7,400,000 500,000 1.00 900,000 843,038 56,962 8,800,000 8,243,038 556,962 8,800,000 Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $ 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor paid $ 25,000 0.006 4,312,500 0.0001 562,500 20 562,500 The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the completion of a Business Combination and (ii) subsequent to a Business Combination, (a) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 On May 8, 2023, the Company issued an aggregate of 4,237,499 1 EarlyBirdCapital Founder Shares In March 2021, the Company issued to EarlyBirdCapital and its designees an aggregate of 150,000 0.0001 870 The EBC Founder Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates. Director Shares In October 2021, the Sponsor transferred 75,000 0.0001 450,676 On May 8, 2023, the Company issued an aggregate of 75,000 75,000 The conversion of these Director Shares from Class B to Class A was not the result of a Business Combination, and the Company has previously recognized $ 450,676 Related Party Loans In March 2021, the Sponsor issued an unsecured Promissory Note to the Company, pursuant to which the Company was permitted to borrow an aggregate principal amount of $ 250,000 In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company with Working Capital Loans. Any such loans would be on an interest-free basis. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At the lender’s discretion, up to $ 1,500,000 1.00 0 449,765 On June 2, 2023, the Company issued the Extension Note in the aggregate principal amount of up to $ 1,200,000 100,000 1,200,000 1.00 500,0000 500,000 On November 8, 2023, the Company issued an unsecured promissory note (the “November 2023 Working Capital Note”) in the amount of $ 1,500,000 263,000 Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange, the Company has committed to pay a total of $ 3,000 47,600 27,000 |
INVESTMENTS HELD IN TRUST ACCOU
INVESTMENTS HELD IN TRUST ACCOUNT | 9 Months Ended |
Sep. 30, 2023 | |
Investments Held In Trust Account | |
INVESTMENTS HELD IN TRUST ACCOUNT | NOTE 6 — INVESTMENTS HELD IN TRUST ACCOUNT As of September 30, 2023, investments in the Company’s Trust Account consisted of $ 50,306,452 SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS September 30, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 50,306,452 $ 50,306,452 $ - $ - $ 50,306,452 $ 50,306,452 $ - $ - The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022: December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 178,531,059 $ 178,531,059 $ - $ - $ 178,531,059 $ 178,531,059 $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act 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 Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 EarlyBirdCapital earned an underwriting discount of $ 0.20 3,450,000 Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services solely in the event of consummation of the Business Combination in an amount equal to 1.75 3,018,750 Consulting Agreement The Company has engaged a third-party consultant to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of at least $ 3,500,000 On August 29, 2023, the Company engaged a third-party consultant to provide the Company with an introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8 - SHAREHOLDERS’ DEFICIT Preference Shares - 5,000,000 0.0001 no Class A Ordinary Shares - 500,000,000 0.0001 4,462,499 150,000 4,623,332 17,250,000 Class B Ordinary Shares - 50,000,000 0.0001 1 4,312,500 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Under the terms of the Sunorange Investment, the Class B ordinary shares were converted to Class A ordinary shares although the Sponsor will retain at least one Class B ordinary share. Any Founder Shares outstanding at the time of the Business Combination will automatically convert into shares of Class A ordinary shares on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Warrants - The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A ordinary shares upon exercise of a warrant unless the share of Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants. ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (i) 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 a newly issued price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (iii) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (a) the market value or (b) the newly issued price, and the $18.00 per share redemption trigger price will adjusted (to the nearest cent) to be equal to 180% of the greater of (x) the market value or (y) the newly issued price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 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 unaudited condensed financial statements, other than as follows: On November 1, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account, with Continental continuing to act as trustee, until the earlier of the consummation of the Company’s initial Business Combination or its liquidation. As a result, following the liquidation of investments in the Trust Account, which took effect on November 2, 2023, the remaining proceeds from the IPO and private placement are no longer invested in U.S. government securities or money market funds. On November 8, 2023, the Company issued a promissory note in the principal amount of up to $ 1,500,000 341,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 13, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 867 244,179 |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of cash equivalents in the amount of $ 50,306,452 178,531,059 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation’s coverage of $ 250,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs were charged to shareholders’ equity upon the completion of the IPO and subsequent exercise of the over-allotment. Accordingly, offering costs totaling $ 4,171,912 3,450,000 721,912 |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Class A Ordinary Shares Subject to Possible Redemption | 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As a result of the shareholder vote held on May 8, 2023, 12,626,668 4,623,332 132,616,922 10.50 As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2023 December 31, 2022 As of beginning of the period, January 1 $ 178,531,059 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 3,892,315 2,581,059 Extension Contributions 500,000 - Less: Redemptions (132,616,922 ) - Class A ordinary shares subject to possible redemption $ 50,306,452 $ 178,531,059 |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share We comply with accounting and disclosure requirements of ASC 260. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. We have two classes of shares, redeemable ordinary shares and non-redeemable ordinary shares. Our redeemable ordinary shares are comprised of Class A shares sold in the IPO. Our non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor. Earnings and losses are shared pro rata between the two classes of shares. Our statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per share for redeemable ordinary shares and non-redeemable ordinary shares is calculated by dividing net income, allocated proportionally to each class of ordinary shares, attributable to us by the weighted average number of shares of redeemable and non-redeemable ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the IPO since exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per redeemable share because the redemption value approximates fair value. As a result, diluted income per share is the same as basic income per share for the period presented. Accordingly, basic and diluted income per ordinary share for the three months ended September 30, 2023 and September 30, 2022 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 3,088 $ 2,981 $ 406,455 $ 100,738 Denominator: Weighted-average shares outstanding 4,623,332 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.02 $ 0.02 Basic and diluted income per ordinary share for the nine months ended September 30, 2023 and September 30, 2022 is calculated as follows: Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 1,690,569 $ 721,859 $ 307,731 $ 76,269 Denominator: Weighted-average shares outstanding 10,451,025 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.16 $ 0.16 $ 0.02 $ 0.02 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU “) Topic 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by removing certain separation models in FASB ASU Subtopic 470-20, “Debt-Debt with Conversion and Other Options,” for convertible instruments and introducing other changes. As a result of ASU 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single-equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU Topic 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POSSIBLE REDEMPTION | As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2023 December 31, 2022 As of beginning of the period, January 1 $ 178,531,059 $ 175,950,000 Plus: Remeasurement of carrying value to redemption value 3,892,315 2,581,059 Extension Contributions 500,000 - Less: Redemptions (132,616,922 ) - Class A ordinary shares subject to possible redemption $ 50,306,452 $ 178,531,059 |
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE | Accordingly, basic and diluted income per ordinary share for the three months ended September 30, 2023 and September 30, 2022 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 3,088 $ 2,981 $ 406,455 $ 100,738 Denominator: Weighted-average shares outstanding 4,623,332 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.02 $ 0.02 Basic and diluted income per ordinary share for the nine months ended September 30, 2023 and September 30, 2022 is calculated as follows: Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 1,690,569 $ 721,859 $ 307,731 $ 76,269 Denominator: Weighted-average shares outstanding 10,451,025 4,462,500 17,400,000 4,312,500 Basic and diluted net income per share $ 0.16 $ 0.16 $ 0.02 $ 0.02 |
INVESTMENTS HELD IN TRUST ACC_2
INVESTMENTS HELD IN TRUST ACCOUNT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments Held In Trust Account | |
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS | SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS September 30, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 50,306,452 $ 50,306,452 $ - $ - $ 50,306,452 $ 50,306,452 $ - $ - The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022: December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 178,531,059 $ 178,531,059 $ - $ - $ 178,531,059 $ 178,531,059 $ - $ - |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 9 Months Ended | ||||||||||
Aug. 21, 2023 | Jun. 02, 2023 | May 08, 2023 | Apr. 27, 2023 | Nov. 12, 2021 | Nov. 08, 2021 | Mar. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 29, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Purchase price, per unit | $ 10.20 | ||||||||||||
Issuance or sale of equity | $ 172,500,000 | ||||||||||||
Proceeds deposited into trust account | $ 175,950,000 | $ 50,306,452 | $ 50,306,452 | $ 178,531,059 | |||||||||
Interest earned from trust account | 80% | ||||||||||||
Percentage of voting interests acquired | 50% | ||||||||||||
Share price | $ 10.88 | $ 10.88 | |||||||||||
Net intangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||
Redemption price percentage | 15% | ||||||||||||
Redemption percentage | 100% | ||||||||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||||||||
Share price per unit | $ 10.20 | $ 10.20 | |||||||||||
Cash in bank | $ 867 | $ 867 | 244,179 | ||||||||||
Working capital | 1,985,471 | 1,985,471 | |||||||||||
Working capital loan outstanding | 0 | 0 | 449,765 | ||||||||||
Proceeds from related party debt | 500,000 | ||||||||||||
Monthly payments of sponsor | $ 100,000 | ||||||||||||
Extension note payable - related party | 500,000 | 500,000 | |||||||||||
Scage International Limited [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 1,000,000,000 | ||||||||||||
Business combination contingent fee percentage | 0.50% | ||||||||||||
Trust Account [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deposits | 500,000 | $ 500,000 | |||||||||||
Investment Agreemet [Member] | Investor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Closing investment description | the Company’s shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “Extension Meeting”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B ordinary shares into Class A ordinary shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B ordinary shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination | ||||||||||||
Deposits | $ 300,000 | ||||||||||||
Additional deposits | $ 100,000 | ||||||||||||
Key Seller Lock Up Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Bussiness combination control obtained description | (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)) | ||||||||||||
Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from related party debt | 263,000 | ||||||||||||
Deposits | 500 | $ 500 | |||||||||||
Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Principal amount | $ 1,200,000 | $ 250,000 | |||||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Principal amount | $ 250,000 | $ 250,000 | |||||||||||
Common Class B [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock shares outstanding | 4,312,500 | 1 | 1 | 4,312,500 | |||||||||
Common Class B [Member] | Investment Agreemet [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock shares issues | 3,557,813 | ||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Purchase price, per unit | $ 0.006 | ||||||||||||
Common stock shares issues | 4,312,500 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants issued | 8,800,000 | 7,900,000 | |||||||||||
Share price | $ 1 | ||||||||||||
Private Placement Warrants [Member] | Investment Agreemet [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants issued | 6,160,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Purchase price, per unit | $ 1 | $ 1 | |||||||||||
Warrant [Member] | Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Conversion price | $ 1 | ||||||||||||
IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares sold | 2,250,000 | 15,000,000 | |||||||||||
Purchase price, per unit | $ 10 | ||||||||||||
Share price per unit | $ 10 | $ 10 | |||||||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Purchase price, per unit | $ 1 | ||||||||||||
Common stock shares issues | 7,900,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares sold | 2,250,000 | ||||||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares sold | 2,250,000 | ||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrants issued | 900,000 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from sale of private placement | $ 8,800,000 |
SCHEDULE OF POSSIBLE REDEMPTION
SCHEDULE OF POSSIBLE REDEMPTION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Beginning of the period | $ 178,531,059 | $ 175,950,000 | $ 175,950,000 |
Remeasurement of carrying value to redemption value | 3,892,315 | 2,581,059 | |
Extension contribution | 500,000 | ||
Redemptions | (132,616,922) | ||
Ending of the period | $ 50,306,452 | $ 178,531,059 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Ordinary Shares [Member] | ||||
Net income per share - basic | $ 0 | $ 0.02 | $ 0.16 | $ 0.02 |
Net income per share - diluted | 0 | 0.02 | 0.16 | 0.02 |
Non-Redeemable Ordinary Shares [Member] | ||||
Net income per share - basic | 0 | 0.02 | 0.16 | 0.02 |
Net income per share - diluted | $ 0 | $ 0.02 | $ 0.16 | $ 0.02 |
Redeemable Ordinary Shares [Member] | ||||
Allocation of net income | $ 3,088 | $ 406,455 | $ 1,690,569 | $ 307,731 |
Weighted average shares outstanding - basic | 4,623,332 | 17,400,000 | 10,451,025 | 17,400,000 |
Weighted average shares outstanding - diluted | 4,623,332 | 17,400,000 | 10,451,025 | 17,400,000 |
Non-Redeemable Ordinary Shares [Member] | ||||
Allocation of net income | $ 2,981 | $ 100,738 | $ 721,859 | $ 76,269 |
Weighted average shares outstanding - basic | 4,462,500 | 4,312,500 | 4,462,500 | 4,312,500 |
Weighted average shares outstanding - diluted | 4,462,500 | 4,312,500 | 4,462,500 | 4,312,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 08, 2023 | Nov. 12, 2021 | Sep. 30, 2023 | May 18, 2023 | Dec. 31, 2022 | Nov. 08, 2021 |
Cash | $ 867 | $ 244,179 | ||||
Assets held in trust account | 50,306,452 | 178,531,059 | ||||
Cash FDIC insured amount | $ 250,000 | |||||
Deferred offering costs | $ 4,171,912 | |||||
Underwriting fee | 3,450,000 | |||||
Other offering costs | $ 721,912 | |||||
Share price | $ 10.88 | |||||
Unrecognized tax benefits | $ 0 | 0 | ||||
Accrued for interest and penalties | $ 0 | $ 0 | ||||
Common Class A [Member] | ||||||
Ordinary shares redeemed | 12,626,668 | |||||
Shares subject to possible redemption | 4,623,332 | 4,623,332 | 17,250,000 | |||
Ordinary shares redemption value | $ 132,616,922 | |||||
Share price | $ 10.50 | $ 11.50 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 12, 2021 | Nov. 08, 2021 | Sep. 30, 2023 | May 18, 2023 | Dec. 31, 2022 | Mar. 31, 2021 |
Shares issued, price per share | $ 10.20 | |||||
Proceeds from sale of units | $ 172,500,000 | |||||
Share price | $ 10.88 | |||||
Proceeds deposited into trust account | $ 175,950,000 | $ 50,306,452 | $ 178,531,059 | |||
Common Class A [Member] | ||||||
Shares issued, price per share | $ 12 | |||||
Share price | $ 11.50 | $ 10.50 | ||||
IPO [Member] | ||||||
Sale of stock, number of shares issued in transaction | 2,250,000 | 15,000,000 | ||||
Shares issued, price per share | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Sale of stock, number of shares issued in transaction | 2,250,000 | |||||
Over-Allotment Option [Member] | Maximum [Member] | ||||||
Sale of stock, number of shares issued in transaction | 2,250,000 |
PRIVATE PLACEMENT WARRANTS (Det
PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($) | Nov. 12, 2021 | Sep. 30, 2023 | May 18, 2023 | Nov. 08, 2021 |
Share price | $ 10.88 | |||
Common Class A [Member] | ||||
Share price | $ 10.50 | $ 11.50 | ||
Warrants exercisable price per share | $ 11.50 | |||
Private Placement [Member] | ||||
Proceeds from private placement | $ 8,800,000 | |||
Private Placement [Member] | Early Bird Capital [Member] | ||||
Warrants purchased | 556,962 | 500,000 | ||
Private Placement Warrants [Member] | ||||
Warrants purchased | 8,800,000 | 7,900,000 | ||
Share price | $ 1 | |||
Private Placement Warrants [Member] | Over-Allotment Option [Member] | ||||
Warrants purchased | 900,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Warrants purchased | 8,243,038 | 7,400,000 | ||
Private Placement Warrants [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||
Warrants purchased | 843,038 | |||
Private Placement Warrants [Member] | Underwriter [Member] | Over-Allotment Option [Member] | ||||
Warrants purchased | 56,962 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 02, 2023 | May 08, 2023 | Nov. 12, 2021 | Oct. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 08, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Shares issued price, per share | $ 10.20 | ||||||||||
Percentage of issued and outstanding shares after IPO | 20% | ||||||||||
Share price per unit | $ 10.20 | $ 10.20 | |||||||||
Working capital loan | $ 0 | $ 0 | $ 449,765 | ||||||||
Monthly payments of sponsor | $ 100,000 | ||||||||||
Extension note payable - related party | 500,000 | 500,000 | |||||||||
Formation, general and administrative expenses | $ 635,563 | $ 290,025 | 1,481,694 | $ 677,782 | |||||||
Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Formation, general and administrative expenses | 27,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | $ 1,200,000 | $ 250,000 | |||||||||
Unsecured Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||||
Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of shares of founder shares to sponsor | $ 450,676 | ||||||||||
Issuance of ordinary shares to founder, shares | 75,000 | ||||||||||
Share price per unit | $ 0.0001 | ||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment for office space | $ 3,000 | ||||||||||
Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued price, per share | $ 1 | $ 1 | |||||||||
Warrant [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Conversion price | $ 1 | ||||||||||
Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares forfeited | 562,500 | ||||||||||
Debt conversion original debt amount | $ 1,500,000 | ||||||||||
Maximum [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | $ 250,000 | 250,000 | |||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Deposits | 500 | 500 | |||||||||
Underwriter [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of options exercised | $ 562,500 | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loan | 0 | 0 | $ 449,765 | ||||||||
Due to related party | $ 263,000 | ||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | $ 47,600 | $ 47,600 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Shares outstanding | 4,312,500 | 1 | 1 | 4,312,500 | |||||||
Common Class B [Member] | Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of ordinary shares to founder, shares | 75,000 | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of shares of founder shares to sponsor | $ 25,000 | ||||||||||
Shares issued price, per share | $ 0.006 | ||||||||||
Issuance of ordinary shares to founder, shares | 4,312,500 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued price, per share | 12 | ||||||||||
Issuance of ordinary shares to founder, shares | 4,237,499 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Shares outstanding | 1 | 4,462,499 | 4,462,499 | 150,000 | |||||||
Common Class A [Member] | Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of ordinary shares to founder, shares | 75,000 | ||||||||||
Common Class A [Member] | EBC Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Issuance of shares of class A ordinary shares to sponsor, shares | 150,000 | ||||||||||
Estimated the fair value of EBC founder shares | $ 870 |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | $ 50,306,452 | $ 178,531,059 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | 50,306,452 | 178,531,059 |
Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | ||
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | 50,306,452 | 178,531,059 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | 50,306,452 | 178,531,059 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets fair value |
INVESTMENTS HELD IN TRUST ACC_3
INVESTMENTS HELD IN TRUST ACCOUNT (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 12, 2021 |
Schedule of Investments [Line Items] | |||
Money market fund | $ 50,306,452 | $ 178,531,059 | $ 175,950,000 |
Money Market Funds [Member] | |||
Schedule of Investments [Line Items] | |||
Money market fund | $ 50,306,452 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Nov. 08, 2021 | Sep. 30, 2023 | Aug. 29, 2023 | Nov. 12, 2021 | |
Loss Contingencies [Line Items] | ||||
Cash fee percentage | 1.75% | |||
Professional Fees | $ 3,018,750 | |||
Scage International Limited [Member] | ||||
Loss Contingencies [Line Items] | ||||
Business combination contingent fee percentage | 0.50% | |||
Early Bird Capital [Member] | ||||
Loss Contingencies [Line Items] | ||||
Underwritting discount per unit | $ 0.20 | |||
Underwritting discount on shares | $ 3,450,000 | |||
Minimum [Member] | Third Party Consultant [Member] | ||||
Loss Contingencies [Line Items] | ||||
Business combination contingent fee | $ 3,500,000 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Options to purchase units | 2,250,000 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 9 Months Ended | |||
Sep. 30, 2023 | May 08, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants exercise price per share | $ 0.01 | |||
Warrants description | the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders | |||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants description | In addition, if (i) 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 a newly issued price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (iii) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (a) the market value or (b) the newly issued price, and the $18.00 per share redemption trigger price will adjusted (to the nearest cent) to be equal to 180% of the greater of (x) the market value or (y) the newly issued price. | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 4,462,499 | 150,000 | ||
Common stock, shares outstanding | 4,462,499 | 1 | 150,000 | |
Shares subject to possible redemption | 4,623,332 | 4,623,332 | 17,250,000 | |
Warrants exercise price per share | $ 11.50 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 1 | 4,312,500 | ||
Common stock, shares outstanding | 1 | 4,312,500 | 4,312,500 | |
Conversion of stock percentage | 20% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Unsecured Promissory Note [Member] | Nov. 08, 2023 USD ($) |
Subsequent Event [Line Items] | |
Principal amount | $ 1,500,000 |
Subsequent Event [Member] | Sunorange [Member] | |
Subsequent Event [Line Items] | |
Principal amount | 1,500,000 |
Working capital notes for advances by affiliates | $ 341,000 |