Cactus Acquisition Corp. 1 (CCTSF) 10-Q15 May 242024 Q1 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40981
Entity Registrant Name	Cactus Acquisition Corp. 1 Ltd
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001865861
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A ordinary shares, par value $0.0001 per share Member
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CCTS
Security Exchange Name	NASDAQ
Redeemable Warrants Each Warrant Exercisable For One Class A Ordinary Share At An Exercise Price Of 1150 Member
Document Information [Line Items]
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	CCTSW
Security Exchange Name	NASDAQ
Units Each Consisting Of One Class A Ordinary Share And Onehalf Of A Redeemable Warrant Member
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	CCTSU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		5,074,870
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		1

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 19	$ 78
Prepaid expenses	207	0
TOTAL CURRENT ASSETS	226	78
NON-CURRENT ASSETS:
Cash held in trust account	21,496	21,161
TOTAL ASSETS	21,722	21,239
CURRENT LIABILITIES:
Accrued expenses	94	538
Sponsor Loan		570
Promissory Note	354	0
Related Party	12	12
TOTAL CURRENT LIABILITIES	460	1,120
LONG TERM LIABILITIES -
Underwriter’s deferred compensation	0	4,428
TOTAL LIABILITIES	460	5,548
Commitments and Contingencies
CAPITAL DEFICIENCY:
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid in capital	771	0
Accumulated deficit	(1,005)	(5,470)
TOTAL CAPITAL DEFICIENCY	(234)	(5,470)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)	21,722	21,239
Common Class A [Member]
LONG TERM LIABILITIES -
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 1,912,371 shares at March 31, 2024, at a redemption value of $11.24 per share and at December 31, 2023, at a redemption value of $11.07 per share	21,496	21,161
CAPITAL DEFICIENCY:
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 3,162,499 shares and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	$ 0	$ 0

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	5,000,000	5,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Common Class A [Member]
Temporary Equity, Shares Issued (in shares)	1,912,371	1,912,371
Temporary Equity, Redemption Price Per Share (in dollars per share)	$ 11.24	$ 11.07
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	500,000,000	500,000,000
Common Stock, Shares, Issued (in shares)	3,162,499	0
Common Stock, Shares, Outstanding (in shares)	3,162,499	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Common Stock, Shares, Issued (in shares)	1	3,162,500
Common Stock, Shares, Outstanding (in shares)	1

Unaudited Condensed Statements

Unaudited Condensed Statements Of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 277	$ 1,389
OPERATING EXPENSES	(240)	(322)
NET EARNING FOR THE PERIOD	$ 37	$ 1,067
ClassAOrdinarySharesSubjectPossibleRedemptionMember
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	1,912,371	12,650,000
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 0.13	$ 0.09
Common Class B [Member]
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	3,162,500	3,162,500
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 1.46	$ (0.02)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders' Equity (Capital Deficiency) - USD ($) $ in Thousands	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
BALANCE AT (in shares) at Dec. 31, 2022	0	3,162,500
BALANCE AT at Dec. 31, 2022	$ 0		$ 0	$ (4,052)	$ (4,052)
Accretion of Class A common stock subject to redemption amount as of March 31, 2024				(1,389)	(1,389)
Net earnings for the period				1,067	1,067
BALANCE AT MARCH 31, 2024 (in shares) at Mar. 31, 2023	0	3,162,500
BALANCE AT MARCH 31, 2024 at Mar. 31, 2023			0	(4,374)	(4,374)
BALANCE AT (in shares) at Dec. 31, 2023	3,162,499
BALANCE AT at Dec. 31, 2023	$ 0	$ 1	0	(5,470)	(5,470)
Sponsor Loan Cancelation			860		860
Valuation of promissory note			246		246
Accretion of Class A common stock subject to redemption amount as of March 31, 2024			(335)		(335)
Underwriters’ deferred compensation waiver				4,428	4,428
Net earnings for the period				37	37
BALANCE AT MARCH 31, 2024 (in shares) at Mar. 31, 2024	3,162,499	1
BALANCE AT MARCH 31, 2024 at Mar. 31, 2024			$ 771	$ (1,005)	$ (234)

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the period	$ 37	$ 1,067
Changes in operating assets and liabilities:
Decrease in prepaid expenses	(207)	82
Increase (decrease) in accrued expenses	(444)	115
Net cash provided by (used in) operating activities	(614)	1,264
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note	600	0
Proceeds from sponsor loan	290	0
Net cash provided by financing activities	890	0
NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT	276	1,264
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD	21,239	131,136
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD	21,515	132,400
ccts_ReconciliationOfCashCashEquivalentsAndCashAndCashEquivalentsHeldInTrustAccountAbstract
Cash and cash equivalents	19	118
Cash held in trust account	21,496	132,282
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD	21,515	132,400
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Sponsor Loan Cancelation	860	0
Valuation of promissory note	246	0
Underwriters’ deferred compensation waiver	$ 4,428	$ 0

Note 1 - Description of Organiz

Note 1 - Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Nature of Operations [Text Block]	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 March 31, 2024 relates to the Company’s formation, its initial public offering (the "Public offering") described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering and the private placement (as defined below in Note 3). b. Sponsor and Financing On February 9, 2024, the Company entered into a sponsor securities purchase agreement with the Company’s original sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and EVGI Limited (the “Purchaser”), pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser 80% of the securities of the Company owned by the Sponsor prior to the transaction. See Note 6 Related Party Transactions on Sponsor Alliance and Note 8 Subsequent Events on Second Sponsor Alliance for additional information. 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 1(c) 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 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account. NOTE 1 - GENERAL : 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 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. Initial Business Combination / Extension Amendment 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. NOTE 1 - GENERAL : 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. The Sponsors 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 (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. NOTE 1 - GENERAL : 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 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 a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. h. 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. 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 Company took steps to regain compliance prior to the December 26, 2023 date and in January 2024, Nasdaq staff notified the Company that it had regained compliance the MVLS rule. On September 8, 2023, the Company, received an additional written notice (the “Total Holders Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Total Holders Notice stated that the Company had 45 calendar days, or until October 23, 2023, to submit a plan to regain compliance with the Minimum Total Holders 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 for additional information on Listing Rules

Note 2 - Significant Accounting

Note 2 - Significant Accounting Policies	3 Months Ended
Note 2 - Significant Accounting Policies	Mar. 31, 2024
Notes to Financial Statements
Significant Accounting Policies [Text Block]	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 statements are as follows: Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.

Note 3 - Public Offering

Note 3 - Public Offering	3 Months Ended
Note 3 - Public Offering	Mar. 31, 2024
Notes to Financial Statements
Initial Public Offering Text Block	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 one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. 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 period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The 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 for more information regarding an additional fee that was payable to the underwriters upon the consummation of an Initial Business Combination.

Note 4 - Capital Deficiency

Note 4 - Capital Deficiency	3 Months Ended
Note 4 - Capital Deficiency	Mar. 31, 2024
Notes to Financial Statements
Capital Deficiency Text Block	NOTE 4 - 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 basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination. 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 b. Preference shares The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of March 31, 2023, the Company has no

Note 5 - Earnings (Loss) Per Sh

Note 5 - Earnings (Loss) Per Share	3 Months Ended
Note 5 - Earnings (Loss) Per Share	Mar. 31, 2024
Notes to Financial Statements
Earnings Per Share [Text Block]	NOTE 5 EARNINGS PER SHARE: a. Basic As of March 31, 2024 and 2023, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any 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. Three months ended March 31 2024 2023 U.S. dollars in thousands (except share data) Net earnings for the period 37 1,067 Less - interest earned on marketable securities (277 ) (1,389 ) Net loss excluding interest (240 ) (322 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (91 ) (258 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion") 335 1,389 244 1,131 Denominator: Weighted average of class A ordinary shares subject to possible redemption 1,912,371 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.13 0.09 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (149 ) (64 ) Sponsor Loan Cancelation 335 - Underwriters’ deferred compensation waiver 4,428 - 4,614 (64 ) Denominator: Weighted average of non-redeemable Class A and Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share 1.46 (0.02 ) b. Diluted As of March 31, 2024, 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.

Note 6 - Related Party Transact

Note 6 - Related Party Transactions	3 Months Ended
Note 6 - Related Party Transactions	Mar. 31, 2024
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	NOTE 6 - RELATED PARTY TRANSACTIONS: 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. 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. For warrants purchased by the sponsor at the Initial Public Offering see note 3. 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. 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. On January 31, 2024, the Company requested of the Sponsor that $290 thousand of the $330 thousand promissory note be funded. The requested amount of $290 thousand was received by the Company on February 5, 2024. On February 23, 2024, as part of closing of the Sponsor Alliance, 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 with $290,000 being funded, were canceled by the Sponsor. On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”), not a related party, 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. 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 forgiven. As an inducement for the Lender to fund the Note, EVGI Limited (“EVGI”), the new sponsor, and the Lender have agreed that (a) EVGI and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company’s Class A Ordinary Shares held of record by EVGI to be determined in such agreement and (b) EVGI shall transfer to the Lender 600,000 of the Company’s Class A ordinary shares held of record by EVGI, or subsequent sponsor, for no consideration at such time and on such terms as shall be agreed. The Sponsor's inducement was recognized as a deduction from the $600,000 note in an amount of$246,000, which will be recognized in subsequent periods as finance expenses. The $246,000 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price of $10.00 and assigning a probability of acquisition of 15%. This $246,000 value consideration is reflected as an increase to additional paid in capital and a reduction to the note liability for debt issuance costs. 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 EVGI Limited (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. In connection with the Sponsor Alliance, the Company, the Sponsor and the Purchaser entered into a joinder agreement (the “Registration Rights Joinder Agreement”) to the registration rights agreement, dated November 2, 2021, by and among the Company, the Sponsor and any other holders of the Company’s securities who become party thereto from time to time (the “Registration Rights Agreement”) whereby (i) the Sponsor assigned its rights under the Registration Rights Agreement with respect to the Transferred Securities to the Purchaser, and (ii) the Purchaser became party to the Registration Rights Agreement. Also, in connection with the Transfer, the Company waived the transfer restrictions applicable to the Transferred Securities under the letter agreement, dated October 28, 2021 (the “Letter Agreement”), by and among the Company, the Sponsor and the original officers and directors of the Company, in order to allow for the Transfer by the Sponsor to the Purchaser of the Founders’ Shares and Private Warrants (the “Letter Agreement Waiver”). In addition, in connection with the closing of the Transfer, the Company obtained a waiver from the representatives of the underwriters of the Company’s IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the Underwriting Agreement, dated October 28, 2021, by and between the Company and the underwriters of the IPO. As part of the closing of the Sponsor Alliance on February 23, 2024, the Company introduced a change in management and the board of directors of the Company upon the closing, and new directors and management were appointed to the Board. 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 with $290,000 being funded, as evidenced by a note termination agreement, dated February 15, 2024, by and between the Company and the Sponsor; (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 Sponsor. See Note 8 Subsequent Events for additional information on Second Sponsor Alliance.

Note 7 - Commitments and Contin

Note 7 - Commitments and Contingencies	3 Months Ended
Note 7 - Commitments and Contingencies	Mar. 31, 2024
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 7 - COMMITMENTS AND CONTINGENCIES Underwriters Deferred Compensation Under the Underwriting Agreement, the Company was obligated to 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 as of March 31, 2023 as management has deemed the consummation of a Business Combination to be probable at the issuance date. In connection with the closing of the Sponsor Alliance on February 23, 2024, the Company obtained a waiver with respect to the underwriters’ payment of the deferred underwriting compensation additional fee.

Note 8 - Subsequent Events

Note 8 - Subsequent Events	3 Months Ended
Note 8 - Subsequent Events	Mar. 31, 2024
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 8 - SUBSEQUENT EVENTS: Heads of Agreement April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LV B.V., a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. The Company’s Chief Executive Officer is also the Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo. Second Sponsor Alliance On April 29, 2024, the Company entered into a subsequent sponsor securities purchase agreement (the “Second Purchase Agreement”) with the Company’s sponsor, EVGI and ARWM Pte Limited (the “Second Purchaser” or “ARWM”), pursuant to which, EVGI has agreed to transfer to the Second Purchaser on the closing under the Second Purchase Agreement (a) an aggregate of 2,360,000 founders’ shares (“Founders’ Shares”), consisting of 2,359,999 Class A ordinary shares, par value $0.0001, of the Company (“Class A Ordinary Shares”), or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share, par value $0.0001, of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Original Sponsor concurrently with the Company’s IPO (collectively, the “Second Transferred Securities”). The Second Transferred Securities collectively constituted 93.3% of the securities of the Company owned by the Purchaser prior to the Second Transfer (as defined below). 170,000 Class A Ordinary Shares, or 3.36% of the outstanding Class A Ordinary Shares were transferred where earlier transferred to the Purchaser’s Designees (as defined below). The Original Sponsor has retained 632,500 Class A Ordinary Shares, or 12.46% of the outstanding Class A Ordinary Shares, and 973,333 Private Warrants. The transfer of the Second Transferred Securities to the Second Purchaser pursuant to the Second Purchase Agreement is referred to as the “Second Transfer.” The Second Transfer, all agreements executed in connection with the Second Transfer are referred to as the “Second Sponsor Alliance.” As part of the closing of the Second Sponsor Alliance, the Company will introduce a change in management and the board of directors of the Company. Listing Rules On May 7, 2024, 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)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule. The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period of November 4, 2024, it will receive written notification from Nasdaq that its securities are subject to delisting on The Nasdaq Global Market. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, which requires listed securities to maintain a minimum MVPHS of $5,000,000, which the Company exceeded at May 10, 2024.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	None
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Significant Accounting Policies

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.

Note 5 - Earnings (Loss) Per _2

Note 5 - Earnings (Loss) Per Share (Tables)	3 Months Ended
Note 5 - Earnings (Loss) Per Share (Tables)	Mar. 31, 2024
Notes Tables
Schedule of Weighted Average Number of Shares [Table Text Block]	Three months ended March 31 2024 2023 U.S. dollars in thousands (except share data) Net earnings for the period 37 1,067 Less - interest earned on marketable securities (277 ) (1,389 ) Net loss excluding interest (240 ) (322 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (91 ) (258 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion") 335 1,389 244 1,131 Denominator: Weighted average of class A ordinary shares subject to possible redemption 1,912,371 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.13 0.09 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (149 ) (64 ) Sponsor Loan Cancelation 335 - Underwriters’ deferred compensation waiver 4,428 - 4,614 (64 ) Denominator: Weighted average of non-redeemable Class A and Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share 1.46 (0.02 )

Note 1 - Description of Organ_2

Note 1 - Description of Organization and Business Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Nov. 02, 2021	Mar. 31, 2024	Jun. 29, 2023
Common Stock, Held-in-Trust		$ 129,030
Units Issued or Exercised Value New Issues		$ 126,500
Net Asset Value Per Share (in dollars per share)		$ 1
Derivative, Net Assets, Percentage		80%
Net Tangible Assets Value		$ 5,000
Market Value Of Listed Securities			$ 50,000
Promissory Notes Member
Debt Instrument, Face Amount		120
IPO [Member]
Units Issued During Period Shares New Issues	12,650,000
Over-Allotment Option [Member]
Common Stock, Held-in-Trust		129,030
Units Issued or Exercised Value New Issues		$ 2,530
Sponsor Member
Temporary Equity, Redemption Price Per Share (in dollars per share)		$ 10.2

Note 3 - Public Offering (Detai

Note 3 - Public Offering (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 09, 2024	Dec. 31, 2023
Maximum [Member]
Sale of Stock, Price Per Share	$ 18
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Private Warrant Member
Sponsor Aggregate To Purchased Private Warrants	4,866,667
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.5
Class of Warrant or Right, Outstanding	7,300,000
Warrant [Member] \| Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 11.5
Public Warrant Member
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
IPO [Member]
Stock Issued During Period, Shares, Other	12,650,000
Shares Issued, Price Per Share	$ 10
Underwriting Commission Percentage	2%
Payments for Underwriting Expense	$ 2,530

Note 4 - Capital Deficiency (De

Note 4 - Capital Deficiency (Details Textual) - USD ($)				1 Months Ended		15 Months Ended
Note 4 - Capital Deficiency (Details Textual) - USD ($)	Oct. 24, 2023	May 14, 2022	Nov. 02, 2021	Oct. 31, 2022	May 31, 2021	Mar. 31, 2024	Dec. 31, 2024	Feb. 09, 2024	Dec. 31, 2023	Mar. 31, 2023	Oct. 31, 2021
Common Stock, Dividends, Per Share, Declared (in dollars per share)				$ 0.1
Preferred Stock, Shares Authorized (in shares)						5,000,000			5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.0001			$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued (in shares)						0			0	0
Sponsor Member
Shares Issued, Price Per Share					$ 0.009
Stock Issued During Period, Shares, New Issues (in shares)					2,875,000
Stock Issued During Period, Value, New Issues					$ 25,000
Shares, Outstanding (in shares)											3,162,500
IPO [Member]
Units Issued During Period Shares New Issues			12,650,000
Shares Issued, Price Per Share						$ 10
Sale of Stock, Consideration Received on Transaction						$ 126,500,000
Common Class A [Member]
Common Stock, Shares Authorized (in shares)						500,000,000			500,000,000
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001
Sponsor Converted	$ 3,162,500
Common Stock, Shares, Outstanding (in shares)						3,162,499			0
Common Class A [Member] \| IPO [Member]
Units Issued During Period Shares New Issues						12,650,000
Common Class B [Member]
Common Stock, Shares Authorized (in shares)						50,000,000			50,000,000
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001
Shares Issued, Price Per Share		$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares)		2,875,000
Stock Issued During Period, Value, New Issues		$ 25,000
Sponsor Converted	$ 3,162,499
Common Stock, Shares, Outstanding (in shares)	1					1	3,162,500
Common Class B [Member] \| Sponsor Member
Shares, Outstanding (in shares)				3,162,500

Note 5 - Earnings (Loss) Per _3

Note 5 - Earnings (Loss) Per Share - Schedule of Interest Earned on Investments Held in Trust Account (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net earnings for the period	$ 37	$ 1,067
Less - interest earned on marketable securities held in trust account	(277)	(1,389)
Net loss excluding interest	(240)	(322)
Net loss excluding interest	(240)	(322)
Sponsor Loan Cancelation	335	0
Underwriters’ deferred compensation waiver	4,428	0
ClassAOrdinarySharesSubjectPossibleRedemptionMember
Net loss excluding interest	(91)	(258)
Net loss excluding interest	(91)	(258)
Accretion	$ 335	$ 1,389
Temporary Equity Other Changes (in shares)	244	1,131
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	1,912,371	12,650,000
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 0.13	$ 0.09
Common Class B [Member]
Net loss excluding interest	$ (149)	$ (64)
Net loss excluding interest	$ (149)	$ (64)
Temporary Equity Other Changes (in shares)	4,614	(64)
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	3,162,500	3,162,500
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 1.46	$ (0.02)

Note 6 - Related Party Transa_2

Note 6 - Related Party Transactions (Details Textual) - USD ($)

1 Months Ended

Mar. 25, 2024

Feb. 23, 2024

Feb. 09, 2024

Feb. 05, 2024

Jan. 31, 2024

Jan. 30, 2024

May 14, 2022

May 21, 2021

Oct. 31, 2021

May 31, 2021

Mar. 31, 2024

Dec. 31, 2023

Oct. 31, 2022

Private Placement Warrants Purchase

Class of Warrant or Right, Outstanding

3,893,334

973,333

Founders Shares [Member]

Shares, Outstanding (in shares)

632,501

Common Class A [Member]

Common Stock, Par or Stated Value Per Share

$ 0.0001

Common Class B [Member]

Stock Issued During Period, Shares, New Issues (in shares)

2,875,000

Stock Issued During Period, Value, New Issues

$ 25,000

Shares Issued, Price Per Share

$ 0.0001

Common Stock, Par or Stated Value Per Share

$ 0.0001

Sponsor Securities Purchase Agreement [Member] | Founders Shares [Member]

Stock Issued During Period, Shares, New Issues (in shares)

2,530,000

Sponsor Securities Purchase Agreement [Member] | Common Class A [Member]

Stock Issued During Period, Shares, New Issues (in shares)

2,529,999

EVGI [Member]

Shares Transferred

600,000

Debt Instrument, Inducement Deduction

$ 246,000

Share Price

$ 10

Unsecured Promissory Note to Energi Holding Limited [Member]

Debt Instrument, Face Amount

$ 600,000

Debt Instrument, Interest Rate, Stated Percentage

Proceeds from Issuance of Debt

$ 600,000

Sponsor Alliance Note Dated March 16, 2022 [Member]

Debt Instrument, Face Amount

$ 450,000

Sponsor Alliance Note Dated November 8, 2023 [Member]

Debt Instrument, Face Amount

120,000

Sponsor Alliance Note Dated January 30, 2023 [Member]

Debt Instrument, Face Amount

330,000

Proceeds from Issuance of Debt

290,000

Promissory Notes Member