Cactus Acquisition Corp. 1 (CCTSF) 10-K 15 Apr 24 2023 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 12, 2024	Jun. 30, 2023
Document Information [Line Items]
Entity Registrant Name	Cactus Acquisition Corp. 1 Ltd
Document Type	10-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001865861
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40981
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	4B Cedar Brook Drive
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
City Area Code	609
Local Phone Number	495-2222
Entity Interactive Data Current	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 23,937,117
Auditor Name	Kesselman & Kesselman
Auditor Firm ID	1309
Auditor Location	Tel-Aviv, Israel
Document Financial Statement Error Correction [Flag]	false
Class A Ordinary Shares Par Value 0.0001 Per Share [Member]
Document Information [Line Items]
Trading Symbol	CCTS
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable Warrants Each Warrant Exercisable For One Class A Ordinary Share At An Exercise Price Of 11.50 [Member]
Document Information [Line Items]
Trading Symbol	CCTSW
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Security Exchange Name	NASDAQ
Units Each Consisting Of One Class A Ordinary Share And One half Of A Redeemable Warrant [Member]
Document Information [Line Items]
Trading Symbol	CCTSU
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,074,870
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1

Balance Sheets

Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents		$ 78	$ 243
Prepaid expenses			275
TOTAL CURRENT ASSETS		78	518
NON-CURRENT ASSETS:
Cash held in trust account		21,161	130,893
TOTAL ASSETS		21,239	131,411
CURRENT LIABILITIES:
Related Party		12	12
Sponsor loan		570
Accrued expenses and other liabilities		538	130
TOTAL CURRENT LIABILITIES		1,120	142
LONG TERM LIABILITIES -
Underwriter's deferred compensation		4,428	4,428
TOTAL LIABILITIES		5,548	4,570
COMMITMENTS AND CONTINGENCIES
CAPITAL DEFICIENCY:
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding
Accumulated deficit		(5,470)	(4,052)
TOTAL CAPITAL DEFICIENCY		(5,470)	(4,052)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)		21,239	131,411
Class A Ordinary Shares [Member]
LONG TERM LIABILITIES -
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 12,650,000 shares at December 31, 2022, at a redemption value of $10.34 per share and 2,260,351 shares $10.88 at September 30, 2023		21,161	130,893
CAPITAL DEFICIENCY:
Ordinary Shares, Value
TOTAL CAPITAL DEFICIENCY
Class B Ordinary Shares [Member]
CAPITAL DEFICIENCY:
Ordinary Shares, Value	[1]
[1]Represents an amount less than 1 thousand US Dollars

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Ordinary shares subject to possible redemption value per share (in Dollars per share)	$ 10.35
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares [Member]
Ordinary shares subject to possible redemption shares	1,912,371	12,650,000
Ordinary shares subject to possible redemption value per share (in Dollars per share)		$ 11.07
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, shares issued	3,162,499	3,162,499
Ordinary shares, shares outstanding	3,162,499	3,162,499
Class B Ordinary Shares [Member]
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, shares issued	3,162,500	3,162,500
Ordinary shares, shares outstanding	3,162,500	3,162,500

Statements Of Operations

Statements Of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 2,704	$ 1,861
FORMATION AND OPERATING EXPENSES	(1,140)	(967)
NET EARNINGS FOR THE YEAR	$ 1,564	$ 894
Class A Ordinary Shares Subject Possible Redemption [Member]
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares)	5,542,547	12,650,000
BASIC EARNINGS (LOSS) PER SHARE	$ 0.5	$ 0.09
DILUTED EARNINGS (LOSS) PER SHARE	$ 0.5	$ 0.09
Class A and Class B ordinary Shares [Member] | Non Redeemable Common Stock [Member]
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares)	3,162,500	3,162,500
BASIC EARNINGS (LOSS) PER SHARE	$ (0.37)	$ (0.06)
DILUTED EARNINGS (LOSS) PER SHARE	$ (0.37)	$ (0.06)

Statements Of Changes In Capita

Statements Of Changes In Capital Deficiency - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
BALANCE	$ (4,052)	$ (3,083)
Sponsor surrender of 115,000 class B common stock	492
Net earnings for the year	1,564	894
Subsequent accretion of Class A common stock subject to redemption amount	(3,474)	(1,863)
BALANCE	$ (5,470)	$ (4,052)
Common Class A [Member]
BALANCE (in Shares)
BALANCE
Conversion of Class B common stock, Shares	3,162,499
BALANCE (in Shares)	3,162,499
BALANCE
Common Class B [Member]
BALANCE (in Shares)	3,162,500	3,162,500
Conversion of Class B common stock, Values	$ (3,162,499)
BALANCE (in Shares)	1	3,162,500
Additional Paid-in Capital [Member]
BALANCE
Sponsor surrender of 115,000 class B common stock	492
Subsequent accretion of Class A common stock subject to redemption amount	(492)
BALANCE
Accumulated Deficit [Member]
BALANCE	(4,052)	(3,083)
Net earnings for the year	1,564	894
Subsequent accretion of Class A common stock subject to redemption amount	(2,982)	(1,863)
BALANCE	$ (5,470)	$ (4,052)

Statement Of Cash Flows

Statement Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the year	$ 1,564	$ 894
Changes in operating assets and liabilities:
Decrease in prepaid expenses	275	333
Decrease in related parties		(1)
Increase (decrease) in accrued expenses	408	(97)
Net cash provided by operating activities	2,247	1,129
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Class A Ordinary share	(112,714)
Proceeds from Sponsor loan	570
Net cash used in financing activities	(112,144)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(109,897)	1,129
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	131,136	130,007
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	21,239	131,136
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	78	243
Cash held in trust account	21,161	130,893
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$ 21,239	$ 131,136

Description Of Organization And

Description Of Organization And Business Operations	12 Months Ended
	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Cactus Acquisition Corp. 1 Limited (hereafter – the Company) is a blank check company, incorporated on April 19, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). The Company may pursue a business combination target in any business or industry and across any geographical region and has historically focused its search on technology-based healthcare businesses that are domiciled in Israel that carry out all or a substantial portion of their activities in Israel or that have some other significant Israeli connection. Since the closing of the Sponsor Alliance (see Note 8 Subsequent Events), the Company altered the focus of its search to emerging technology companies globally, and particularly those in the renewables sector. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from inception through December 31, 2023 relates to the Company’s formation and its initial public offering (the “Public offering”) described below. The Company generates non-operating income b. Sponsor and Financing At December 31, 2023, the Company’s sponsor is Cactus Healthcare Management, L.P., a Delaware limited partnership (the “Sponsor”). See Note 8 - Subsequent Events for additional details. The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of 12,650,000 Units — closed on November 2, 2021. Upon that closing $129.03 million was placed in a trust account (the “Trust Account”) (see also note 2(d) below). Out of the $129.03 million placed in the trust account, the Company raised a total of $126.5 million, inclusive of the exercise of the over-allotment option and an additional $2.53 million were invested by the Company’s Sponsor for the benefit of the Public to preserve a redemption value of $10.20. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” e. Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, 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 The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares and any Class B ordinary shares converted to Class A shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 18 months of the closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 18 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. f. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On November 2, 2023 the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2023 to November 2, 2024 (hereafter – the Mandatory Liquidation Date). If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. Concurrently, in order to finance the requested extension and continued operations, the Company requested that the $120 thousand promissory note (see note 5) with the Sponsors be funded. The Company drew down the full amount in November 2023. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. See also Note 5. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. See Note 8 - Subsequent Events for additional detail. g. Emerging Growth Company 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 This may make a comparison of the Company’s financial statement 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. h. Extension Amendment / Articles Amendment Proposal On April 20, 2023, the Company held an extraordinary general meeting in lieu of its 2023 annual general meeting (“Meeting”). In connection with the Meeting, the Company and its Sponsor (see Note 1 b.), entered into non-redemption agreements (“Non-Redeeming Non-Redeeming In exchange for the foregoing commitment, the Sponsor agreed to transfer an aggregate of 100,000 Class B ordinary shares of the Company held by the Sponsor to the Non-Redeeming Non-Redeeming Non-Redeeming The transfer of the Class B ordinary shares to the Non-Redeeming At the Meeting, the Company’s shareholders approved the Extension Amendment Proposal, and 10,185,471 Class A ordinary shares were redeemed in connection with the Extension, resulting in 2,464,529 Class A ordinary shares outstanding. Accordingly, on May 1, 2023, $106,733,855 was distributed from the Trust Account (see Note 1 c.) to the shareholders who redeemed their shares. In addition, in connection with the shareholders’ approval of the Extension, the Sponsor and the Company committed to contribute up to $240,000 to the Company’s Trust Account, consisting of $40,000 on or before May 2, 2023, and $40,000 on or before the 2nd day of each subsequent calendar month until (but excluding) November 2, 2023 or such earlier date on which (a) the Company’s board of directors determines to liquidate the Company or (b) an initial business combination is completed. These contributions will be funded from the $450 thousand Promissory Note (see Note 6). On May 30, 2023, the Company held an extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved, by way of special resolution, a proposal to amend the Articles to provide that the existing restriction under the Articles that prevents the issuance of additional shares that would vote together with the publicly held Class A ordinary shares on a proposal to approve the Company’s initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from the Company’s trust account (the “Articles Amendment Proposal”). The requisite voting majority was achieved for approval and 204,178 Class A ordinary shares were redeemed in connection with the approval of the Articles Amendment Proposal, resulting in 2,260,351 Class A Ordinary Shares remaining outstanding after the Meeting. Accordingly, on June 15, 2023, $2,167,226 was distributed from the Trust Account (see Note 1 c.) to the shareholders who redeemed their shares. Since an additional 204,178 Class A ordinary shares were redeemed at the May 30, 2023 Meeting, the additional 30,000 Class B ordinary shares referenced above as due to the Non-Redeeming Non-Redeeming On November 2, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the Mandatory Liquidation Date from November 2, 2023 to November 2, 2024. A total of 347,980 Class A ordinary shares were redeemed in connection with the Second Extension, resulting in 5,074,870 Class A ordinary shares outstanding, consisting of 1,912,371 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 10, 2023, $3,813,082 was distributed from the Trust Account (see Note 1 c.) to the shareholders who redeemed their shares. In connection with the Second Extension Meeting, the Company and its Sponsor (see Note 1 b.), entered into non-redemption (“Non-Redeeming Non-Redeeming In exchange for the foregoing commitment, the Sponsor agreed to transfer an aggregate of 184,990 founders shares (which were converted from Class B ordinary shares to Class A ordinary shares) held by the Sponsor to the Non-Redeeming Non-Redeeming Non-Redeeming Non-Redeeming per share acquisition financial statements The transfer of the founders shares to the Non-Redeeming In addition to transfer of founders shares, the Sponsor and the Company committed, in connection with the shareholders’ approval of the Second Extension, to contribute to the Company’s Trust Account, on a monthly basis throughout the Second Extension period, the lesser of (i) $20,000 and (ii) $0.01 per publicly-held Class A ordinary share multiplied by the number of publicly-held Class A ordinary shares outstanding. Monthly contributions are to be made on the 15 th i. Notice of Delisting On June 29, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A) (the “MVLS Rule”), which requires the Company to have at least $50 million market value of listed securities (the “MVLS”) for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Notice states that the Company has 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVLS Rule. The Notice states that if at any time before December 26, 2023, the Company’s MVLS closes at $50 million or more for a minimum of ten (10) consecutive business days, the Nasdaq staff will provide written confirmation that the Company has regained compliance with the MVLS Rule. The Company took steps to regain compliance prior to the December 26, 2023 date and on February 15, 2024, Nasdaq staff notified the Company that it had regained compliance the MVLS rule. On October 23, 2023, the Company submitted a plan to regain compliance with the Minimum Total Holders Rule. On November 9, 2023 Nasdaq accepted the Company’s plan, and in doing so Nasdaq granted the Company an extension until March 6, 2024 (subsequently extended to March 11, 2024) to evidence compliance with the Minimum Total Holders Rule. On March 12, 2024 the Company received- notice from Nasdaq that it was once again in compliance with the Minimum Total Holders Rule (see Note 8 Subsequent Events).

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows: a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. d. Trust account As of December 31, 2023, the Company held deposits of $21,161 thousand in a Blackrock treasury money market trust account. The Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period end-of-period e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as Accrued Expenses. f. Redeemable Class A Ordinary Shares As discussed in Note 1, all of the 12,650,000 Class A ordinary shares of $0.0001 par value each, sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand. Accordingly, on December 31, 2023 and 2022, 1,912,371 and 12,650,000, respectively, Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $11.06 and $10.35 per share respectively. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893 Plus: Accretion of carrying value to redemption value 3,474 Less: Sponsor surrender at 299,990 class B ordinary shares (492 ) Redemption of Class A Ordinary Share (112,714 ) Class A common stock subject to possible redemption, as of December 31, 2023 21,161 g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity. h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. j. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current The Company accounts for uncertain tax positions in accordance with ASC 740-10. 740-10 two-step k. Net Earnings per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net earnings attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2023
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 - PUBLIC OFFERING: In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into “street name”, they are not redeemable by the Company. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530 thousand, in the aggregate, to the underwriters at the closings of the Public Offering. Refer to Note 6 and Note 8 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2023
Earnings (Loss) Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	NOTE 4 - EARNINGS (LOSS) PER SHARE: a. Basic As of December 31, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares subject to possible redemption and non-redeemable Year ended December 31 2023 2022 U.S. dollars in thousands (except share data) Net earnings for the year 1,564 894 Less - interest earned on marketable securities held in trust account (2,704 ) (1,861 ) Net loss excluding interest (1,140 ) (967 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (726 ) (774 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 3,474 1,861 2,748 1,087 Denominator: Weighted average of class A ordinary shares subject to possible redemption 5,542,547 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.50 0.09 Year ended December 31 2023 2022 U.S. dollars in thousands (except share data) Non-redeemable Numerator: Net loss excluding interest (414 ) (193 ) Accretion (770 ) —  (1,184 ) (193 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted loss per non-redeemable (0.37 ) (0.06 ) b. Diluted As of December 31, 2023 and 2022, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 - RELATED PARTY TRANSACTIONS: a. Issuance of shares In May 2021, the Company’s sponsor purchased 2,875,000 founders shares from the Company for an aggregate purchase price of $25 thousand, or approximately $0.009 per share. On October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. For warrants purchased by the sponsor at the Initial Public Offering see note 3. See Note 8 - Subsequent Events for additional detail. b. Administrative Services Agreement On May 21, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. See Note 8 - Subsequent Events for additional detail. c. Promissory Notes On March 16, 2022, the Company signed a convertible promissory note under which it can borrow up to a $450 thousand principal amount from the three members ($150 thousand each) of the Sponsor or its registered assigns or successors in interest (the “Payee”). The Company shall draw amounts to finance costs and expenses related to its Business Combination. The promissory note bears no interest and is payable on the earlier of (i) the date on which the Company ceases operations for the purpose of winding up, or (ii) the date on which the Company consummates a Business Combination. In lieu of repayment by the Company, the Payee may elect at least five days prior to the Maturity Date to convert, on the Maturity Date, any unpaid principal amounts outstanding hereunder into warrants to purchase Class A ordinary shares, par value $0.0001 of the Company, at a conversion price of $1.50 per warrant. Each such warrant will have an exercise price of $11.50 per underlying share of the Company and will otherwise be identical to the private warrants sold by the Company to the Sponsor concurrently with the Company’s initial public offering. See also Note 1f and Note 3. In March 2023, the Company requested of the Sponsor that the $450 thousand promissory note be funded. The Company drew down all $450 thousand of the promissory note by December 2023 On On November 8, 2023, the Company requested of the Sponsor that the full amount of the $120 thousand promissory note be funded. The requested amount of $120 thousand was received by the Company on November 13, 2023. See Note 8 - Subsequent Events for additional detail.

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES Underwriters’ Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering. payable upon the Company’s completion of the initial Business Combination. The Deferred Underwriting Compensation will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Underwriting Compensation has been recorded as a deferred liability on the balance sheet at December 31, 2023 and 2022 as management has deemed the consummation of a Business Combination to be probable. See Note 8 - Subsequent Events for additional detail.

Capital Deficiency

Capital Deficiency	12 Months Ended
	Dec. 31, 2023
Capital Deficiency [Abstract]
CAPITAL DEFICIENCY	NOTE 7 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the initial Public Offering on December 31, 2022 the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. See Note 3 above for further information regarding those share issuances. Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2021 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one On October 24, 2023, the Sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only one Class B ordinary share outstanding. See Note 8 - Subsequent Events for additional detail. b. Preference shares The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of December 31, 2023, the Company has no Preference shares issued and outstanding.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS: a. Promissory Notes On January 30, 2024, the Company issued a convertible promissory note to the Sponsor under which the Company can borrow up to a $330 thousand principal amount from the Sponsor or its registered assigns or successors in interest (the “Payee”), which will be funded equally by the primary three limited partners of the Sponsor ($110,000 each). The Company shall draw amounts under the promissory note to fund costs and expenses related to its operations and the Business Combination. The promissory note contains the same terms and conditions as the March 16, 2022 and November 8, 2023 promissory notes referenced above (see Note 4). On January 31, 2024, the Company requested of the Sponsor that the full amount of the $330 thousand promissory note be funded. The requested amount of $330 thousand was received by the Company on February 5, 2024. On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”) with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date. In the event the Lender forfeits its rights to payment of amounts outstanding under the Note, EVGI Limited (the “ Purchaser Class A ordinary shares held of record by the Purchaser for no consideration, at such time and on such terms as shall be agreed. On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an initial business combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgive n. b. Sponsor Alliance On February 9, 2024, the Company entered into a sponsor securities purchase agreement (the “Purchase Agreement”) with the Company’s sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and the Purchaser, pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser (a) an aggregate of 2,530,000 founders’ shares (“Founders’ Shares”), consisting of 2,529,999 Class A ordinary shares, par value $0.0001 of the Company (“Class A ordinary shares”) and one Class B ordinary share, par value $0.0001, of the Company (“Class B ordinary share”), and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Sponsor concurrently with the Company’s initial public offering in November 2021 (the “IPO”) (collectively, the “Transferred Securities”). The Transferred Securities collectively constituted 80% of the securities of the Company owned by the Sponsor prior to the transaction. The Sponsor has retained 632,501 Founders’ Shares and 973,333 Private Warrants. The transfer of Founders’ Shares and Private Warrants to the Purchaser pursuant to the Purchase Agreement is referred to as the “Transfer.” The Transfer, all agreements executed in connection with the Transfer (including the transactions contemplated therein) and the Management Change (as defined below) are referred to as the “Sponsor Alliance.” In connection with the Sponsor Alliance, the Company, the Sponsor and the Purchaser entered into a joinder agreem e As part of the closing of the Sponsor Alliance on February 23, 2024, the Company introduced a change in management (the “Management Change”) and the board of directors of the Company (“Board”) as follows: (i) Ofer Gonen resigned as Chief Executive Officer, effective upon the closing; (ii) Stephen T. Wills tendered his resignation as Chief Financial Officer, effective upon the closing; and (iii) Nachum (Homi) Shamir, Chairman of the Board, and Dr. Hadar Ron, a director, resigned as members of the Board, effective upon the closing. Also, effective as of the closing on February 23, 2024, Emmanuel Meyer, Joseph Thomassen and Huiyan Geng (collectively, the “New Directors”) were appointed to the Board by the Purchaser, as the holder of the sole outstanding Class B ordinary share. In addition, each of Dr. David Sidransk y Dr. David J. Shulkin and Mr. Gonen has tendered his resignation as a director, to be effective upon the expiration of all applicable waiting periods under Section 14(f ) of the Secu 14f-1 On February 23, 2024, the parties completed the closing of the Sponsor Alliance after all closing conditions were met, including but not limited to: (i) the surrender by the Sponsor to the Company for cancelation of the promissory notes issued by the Company to the Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal amount of $120,000, and (z) dated January 30, 2023, in a principal amount of $330,000, as evidenced by a note termination agreement, dated February 15, 2024, by and between the Company and the Sponsor (the “Note Termination Agreement”); (ii) the Company’s having obtained the Deferred Underwriting Fee Waiver; and (iii) the termination of the Administrative Support Services Agreement, dated as of May 21, 2021, by and between the Company and the Sponso r (t c. Heads of Agreement April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LVB.V.,

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Use of estimates in the preparation of financial statement	a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement.
Functional currency	b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar.
Cash and cash equivalents	c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
Trust account	d. Trust account As of December 31, 2023, the Company held deposits of $21,161 thousand in a Blackrock treasury money market trust account. The Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period end-of-period
Accrued expenses	e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as Accrued Expenses.
Redeemable Class A Ordinary Shares	f. Redeemable Class A Ordinary Shares As discussed in Note 1, all of the 12,650,000 Class A ordinary shares of $0.0001 par value each, sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand. Accordingly, on December 31, 2023 and 2022, 1,912,371 and 12,650,000, respectively, Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $11.06 and $10.35 per share respectively. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893 Plus: Accretion of carrying value to redemption value 3,474 Less: Sponsor surrender at 299,990 class B ordinary shares (492 ) Redemption of Class A Ordinary Share (112,714 ) Class A common stock subject to possible redemption, as of December 31, 2023 21,161
Warrants	g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity.
Concentration of Credit Risk	h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial instruments	i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Income tax	j. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current The Company accounts for uncertain tax positions in accordance with ASC 740-10. 740-10 two-step
Net Earnings per share	k. Net Earnings per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net earnings attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.
Recent accounting pronouncements	l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares	Redeemable U.S. dollars in Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893 Plus: Accretion of carrying value to redemption value 3,474 Less: Sponsor surrender at 299,990 class B ordinary shares (492 ) Redemption of Class A Ordinary Share (112,714 ) Class A common stock subject to possible redemption, as of December 31, 2023 21,161

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Earnings (Loss) Per Share [Abstract]
Schedule of Interest Earned on Investments Held in Trust Account	The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption. Year ended December 31 2023 2022 U.S. dollars in thousands (except share data) Net earnings for the year 1,564 894 Less - interest earned on marketable securities held in trust account (2,704 ) (1,861 ) Net loss excluding interest (1,140 ) (967 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (726 ) (774 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 3,474 1,861 2,748 1,087 Denominator: Weighted average of class A ordinary shares subject to possible redemption 5,542,547 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.50 0.09 Year ended December 31 2023 2022 U.S. dollars in thousands (except share data) Non-redeemable Numerator: Net loss excluding interest (414 ) (193 ) Accretion (770 ) —  (1,184 ) (193 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted loss per non-redeemable (0.37 ) (0.06 )

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)						1 Months Ended		12 Months Ended
	Nov. 02, 2023	May 02, 2023	May 01, 2023	Apr. 20, 2023	Nov. 02, 2021	Jun. 15, 2023	May 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 25, 2024	Dec. 26, 2023	Nov. 10, 2023	Jun. 29, 2023
Description of Organization and Business Operations (Details) [Line Items]
Amount placed in trust account								$ 129,030,000
Raising of fund								$ 126,500,000
Redemption price (in Dollars per share)								$ 10.35
Net asset value (in Dollars per share)								$ 1
Percentage of net assets								80%
Net tangible assets								$ 5,000,000
Promissory notes										$ 600,000
Non-redeemable aggregate shares (in Shares)							115,000	115,000
Shares outstanding (in Shares)								10,185,471
Distributed from trust account			$ 106,733,855			$ 2,167,226
Contribution to trust account	$ 40,000	$ 40,000						$ 240,000
Redeemed shares (in Shares)								3,162,499
Aggregate value	308,000							$ 184,000
Acquisition percentage								15%
Cash consideration	$ 308,000							$ 184,000
Trust Account to the shareholders												$ 3,813,082
Market value of listed securities											$ 50,000,000		$ 50,000,000
Aggregate redeem shares								1,912,371
Extension period expected amount								$ 19,124
Expected amount								$ 229,485
Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock price (in Dollars per share)								$ 18
Promissory Notes [Member]
Description of Organization and Business Operations (Details) [Line Items]
Promissory notes								$ 120,000
Funding from promissory notes								450,000
Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)					12,650,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount placed in trust account								129,030,000
Raising of fund								$ 2,530,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption price (in Dollars per share)								$ 10.2
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption price (in Dollars per share)									$ 11.07
Non-redeemable aggregate shares (in Shares)	184,990			2,000,000				2,000,000
Increase in nonredeemable shares. (in Shares)								2,464,528
Shares outstanding (in Shares)							2,260,351	2,464,529
Redeemed shares (in Shares)	2,000,000						204,178	1,912,371
Share price (in Dollars per share)								$ 1.67
Aggregate value	$ 308,000
Stock price (in Dollars per share)	$ 11.07							$ 10.7
Ordinary shares were redeemed								$ 347,980
Ordinary shares outstanding (in Shares)								5,074,870
Publicly-held (in Shares)	20,000							1,912,371
Publicly Held Per Shares								$ 0.01
Aggregate redeem shares								1,849,900
Class A Ordinary Shares [Member] | Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redeemed shares (in Shares)							204,178
Class A Ordinary Shares [Member] | Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)									12,650,000
Class A Ordinary Shares [Member] | Founder Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Non-redeemable aggregate shares (in Shares)								184,990
Class B Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Non-redeemable aggregate shares (in Shares)				100,000
Increase in nonredeemable shares. (in Shares)								30,000
Redeemed shares (in Shares)							30,000
Reduction of shares from non redeemable shareholders (in Shares)							15,000
Share price (in Dollars per share)								$ 1.6
Aggregate value								$ 184,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Deposits in blackrock treasury money	$ 21,161
Net tangible assets	5,000
Federal deposit insurance coverage price	$ 250
Measure tax benefit	50%
Common Class A [Member]
Significant Accounting Policies [Line Items]
Common stock subject to possible redemption	12,650,000
Common stock subject to possible redemption, par value	$ 0.0001
Class A ordinary shares included in the units	1,912,371	12,650,000
Permanent equity at their redemption value	$ 11.06	$ 10.35

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2021
Schedule Of Related Issuance Costs Were Allocated Based On Relative Fair Value Between ThePublic Warrants And The Redeemable Class A Shares [Abstract]
Class A common stock subject to possible redemption				$ 129,030
Class A Common Stock Subject To Possible Redemption	$ 21,161		$ 130,893
Accretion of carrying value to redemption value	3,474	$ 1,863
Sponsor surrender at 299,990 class B ordinary shares	(492)
Redemption of Class A Ordinary share	$ (112,714)

Public Offering (Details)

Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Feb. 09, 2024	Nov. 02, 2023	Dec. 31, 2022
IPO [Member]
Public Offering (Details) [Line Items]
Sale of units (in Shares)	12,650,000
Price per share	$ 10
Underwriting commission percentage	2%
Underwriters of public offering (in Dollars)	$ 2,530
Maximum [Member]
Public Offering (Details) [Line Items]
Sale of stock price	$ 18
Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Class A ordinary share	0.0001	$ 0.0001		$ 0.0001
Sale of stock price	$ 10.7		$ 11.07
Private Warrant [Member]
Public Offering (Details) [Line Items]
Sponsor aggregate to purchased private warrants (in Shares)	4,866,667
Warrant exercise price	$ 1.5
Warrants aggregate amount (in Shares)	7,300,000
Warrant [Member] | Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Class A ordinary share	$ 11.5
Public Warrant [Member]
Public Offering (Details) [Line Items]
Warrant exercise price	$ 0.01

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - Schedule of Interest Earned on Investments Held in Trust Account - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss Per Shares [Line Items]
Net earnings for the year	$ 1,564	$ 894
Less - interest earned on marketable securities held in trust account	(2,704)	(1,861)
Net loss excluding interest	(1,140)	(967)
Class A ordinary shares subject to possible redemption [Member]
Loss Per Shares [Line Items]
Net loss excluding interest	(726)	(774)
Numerator:
Accretion	$ 3,474	$ 1,861
Total (in Shares)	2,748,000	1,087,000
Denominator:
Weighted average of ordinary share (in Shares)	5,542,547	12,650,000
Basic earnings per ordinary share	$ 0.5	$ 0.09
Diluted earnings per ordinary share	$ 0.5	$ 0.09
Class A and Class B ordinary Shares [Member] | Non Redeemable Common Stock [Member]
Loss Per Shares [Line Items]
Net loss excluding interest	$ (414)	$ (193)
Numerator:
Accretion	$ (770)
Total (in Shares)	(1,184)	(193)
Denominator:
Weighted average of ordinary share (in Shares)	3,162,500	3,162,500
Basic earnings per ordinary share	$ (0.37)	$ (0.06)
Diluted earnings per ordinary share	$ (0.37)	$ (0.06)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					1 Months Ended
	Nov. 13, 2023	Nov. 08, 2023	Mar. 16, 2022	May 21, 2021	Oct. 31, 2021	May 31, 2021	Mar. 25, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Line Items]
Principal amount							$ 600,000
Conversion price per warrant (in Dollars per share)			$ 1.5
Promissory note	$ 120,000	$ 120,000
Promissory Notes [Member]
Related Party Transactions [Line Items]
Principal amount								$ 120,000
Private Warrants [Member]
Related Party Transactions [Line Items]
Exercise price (in Dollars per share)			11.5
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Shares outstanding (in Shares)								3,162,499
Ordinary shares, par value (in Dollars per share)			$ 0.0001
Sponsor [Member]
Related Party Transactions [Line Items]
Founders shares (in Shares)						2,875,000
Stock issued during period value						$ 25,000
Price per share						$ 0.009
Dividend per share (in Dollars per share)					$ 0.1
Shares outstanding (in Shares)					3,162,500
Other administrative expenses				$ 10,000
Principal amount								$ 450,000
Promissory note		120,000
Limited partners		$ 40,000
Sponsor [Member] | Maximum [Member]
Related Party Transactions [Line Items]
Principal amount			$ 450,000
Sponsor [Member] | Minimum [Member]
Related Party Transactions [Line Items]
Principal amount			$ 150,000
Sponsor [Member] | Promissory Notes [Member]
Related Party Transactions [Line Items]
Principal amount									$ 450,000

Commitments And Contingencies (

Commitments And Contingencies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Commitments and Contingencies [Line Items]
Deferred underwriting percentage	3.50%
Deferred underwriting compensation	$ 4,428

Capital Deficiency (Details)

Capital Deficiency (Details) - USD ($)				1 Months Ended	12 Months Ended
	Oct. 24, 2023	May 14, 2022	Nov. 02, 2021	Oct. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Feb. 09, 2024	Dec. 31, 2021
Capital Deficiency [Line Items]
Preferred share, shares authorized					5,000,000	5,000,000
Preference shares, par value (in Dollars per share)					$ 0.0001	$ 0.0001
IPO [Member]
Capital Deficiency [Line Items]
Sale of units			12,650,000
Share issued price (in Dollars per share)					$ 10
Sale of units consideration received (in Dollars)					$ 126,500,000
Class A Ordinary Shares [Member]
Capital Deficiency [Line Items]
Ordinary shares, authorized					500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Shares outstanding					3,162,499
Ordinary shares, shares outstanding					3,162,499	3,162,499
Sponsor converted (in Dollars)	$ 3,162,500
Class A Ordinary Shares [Member] | IPO [Member]
Capital Deficiency [Line Items]
Sale of units						12,650,000
Class B Ordinary Shares [Member]
Capital Deficiency [Line Items]
Ordinary shares, authorized					50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Share issued price (in Dollars per share)		$ 0.0001
Stock issued during period shares		2,875,000
Stock issued during period value (in Dollars)		$ 25,000
Shares outstanding					1	3,162,500		3,162,500
Ordinary shares, shares outstanding	1				3,162,500	3,162,500
Sponsor converted (in Dollars)	$ 3,162,499
Sponsor [Member] | Class B Ordinary Shares [Member]
Capital Deficiency [Line Items]
Common stock dividend per share (in Dollars per share)				$ 0.1
Shares outstanding				3,162,500

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Mar. 25, 2024	Feb. 09, 2024	Apr. 02, 2024	Feb. 23, 2024	Feb. 05, 2024	Jan. 31, 2024	Jan. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Promissory notes	$ 600,000
Debt instrument, date of first required payment	Nov. 01, 2024
Interest	$ 0
Interest rate	9%
Percentage of ownership before transaction		80%
Founder share		632,501
Private warrants		$ 973,333
Tembo eLVBV [Member]
Subsequent Event [Line Items]
Percentage of ownership			100%
March 16, 2022 [Member]
Subsequent Event [Line Items]
Cancelation of promissory notes issued				$ 450,000
November 8, 2023 [Member]
Subsequent Event [Line Items]
Cancelation of promissory notes issued				120,000
January 30, 2023 [Member]
Subsequent Event [Line Items]
Cancelation of promissory notes issued				$ 330,000
Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Convertible promissory note principal amount							$ 330,000
Three [Member]
Subsequent Event [Line Items]
Convertible promissory note principal amount							$ 110,000
Notes Payable, Other Payables [Member]
Subsequent Event [Line Items]
Convertible promissory note principal amount						$ 330,000
Debt instrument annual principal payment received					$ 330,000
Founder Shares [Member]
Subsequent Event [Line Items]
Aggregate value		2,530,000
Private Placement [Member]
Subsequent Event [Line Items]
Private placement warrant purchase		$ 3,893,334
Common Class B [Member]
Subsequent Event [Line Items]
Ordinary shares, shares issued		1						3,162,500	3,162,500
Ordinary shares, par value		$ 0.0001						$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Subsequent Event [Line Items]
Ordinary shares, shares issued	600,000	2,529,999						3,162,499	3,162,499
Ordinary shares, par value		$ 0.0001						$ 0.0001	$ 0.0001
Energi Holding Limited [Member]
Subsequent Event [Line Items]
Promissory notes	$ 600,000