Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Feb. 20, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41246 | |
Entity Registrant Name | Chenghe Acquisition I Co. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1605340 | |
Entity Address, Address Line One | 38 Beach Road #29-11 | |
Entity Address, Address Line Two | South Beach Tower | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 189767 | |
City Area Code | +65 | |
Local Phone Number | 9851 8611 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001868269 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | LATGU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | LATG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 2,191,873 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 523,067 | $ 1,103,214 |
Prepaid expenses | 35,000 | 171,080 |
Total Current Assets | 558,067 | 1,274,294 |
Marketable securities held in Trust Account | 59,781,445 | 134,512,063 |
Total Assets | 60,339,512 | 135,786,357 |
Current Liabilities | ||
Accounts payable and accrued expenses | 574,622 | $ 487,352 |
Promissory Note - Related Party | $ 300,000 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Due to related party | $ 319 | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current Liabilities | $ 874,622 | $ 487,671 |
Warrant liabilities | 418,390 | 1,728,000 |
Deferred underwriting commissions | 4,550,000 | 4,550,000 |
Total Liabilities | 5,843,012 | 6,765,671 |
Commitments and Contingencies (Note 6) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (5,285,270) | (5,491,702) |
Total Shareholders' Deficit | (5,284,945) | (5,491,377) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 60,339,512 | 135,786,357 |
Class A ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Current Liabilities | ||
Class A ordinary shares subject to possible redemption, 5,600,483 and 13,000,000 shares at redemption value of $10.81 and $10.35 at September 30, 2023 and December 31, 2022, respectively | 59,781,445 | 134,512,063 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 325 | $ 325 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Apr. 13, 2023 | Dec. 31, 2022 |
Class A ordinary shares subject to possible redemption, shares outstanding | 13,000,000 | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | |
Class A ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Class A ordinary shares not subject to possible redemption | |||
Ordinary shares, shares issued | 0 | 0 | |
Ordinary shares, shares outstanding | 0 | 0 | |
Class A ordinary shares subject to possible redemption | |||
Class A ordinary shares subject to possible redemption, shares outstanding | 5,600,483 | 13,000,000 | |
Redemption price per share | $ 10.67 | $ 10.47 | $ 10.35 |
Class B ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, shares issued | 3,250,000 | 3,250,000 | |
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Formation and operating costs | $ 291,733 | $ 405,901 | $ 653,178 | $ 662,360 |
Loss from operations | (291,733) | (405,901) | (653,178) | (662,360) |
Other income: | ||||
Gain on change in fair value of warrants | 589,610 | 1,839,500 | 1,309,610 | 9,216,000 |
Gain on expiration of overallotment option | 390,000 | |||
Trust interest income | 863,072 | 175,757 | 2,290,406 | 187,844 |
Warrant issuance costs | (335,231) | |||
Total other income, net | 1,452,682 | 2,015,257 | 3,600,016 | 9,458,613 |
Net income | $ 1,160,949 | $ 1,609,356 | $ 2,946,838 | $ 8,796,253 |
Class A ordinary shares subject to possible redemption | ||||
Other income: | ||||
Basic weighted average shares outstanding | 7,048,215 | 13,000,000 | 9,991,405 | 11,071,429 |
Diluted weighted average shares outstanding | 7,048,215 | 13,000,000 | 9,991,405 | 11,071,429 |
Basic net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Diluted net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Class B ordinary shares | ||||
Other income: | ||||
Basic weighted average shares outstanding | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Diluted weighted average shares outstanding | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Basic net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Diluted net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 374 | $ 24,626 | $ (90,535) | $ (65,535) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (1,920,675) | (13,321,715) | (15,242,390) | |
Net income (loss) | 7,186,897 | 7,186,897 | ||
Excess cash received over fair value of private placement warrants | 1,896,000 | 1,896,000 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option | $ (49) | 49 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | (487,500) | |||
Balance at the end at Mar. 31, 2022 | $ 325 | (6,225,353) | (6,225,028) | |
Balance at the end (in shares) at Mar. 31, 2022 | 3,250,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 374 | $ 24,626 | (90,535) | (65,535) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 8,796,253 | |||
Balance at the end at Jun. 30, 2022 | $ 325 | (4,803,841) | (4,803,516) | |
Balance at the end (in shares) at Jun. 30, 2022 | 3,250,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 325 | (6,225,353) | (6,225,028) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (187,844) | (187,844) | ||
Net income (loss) | 1,609,356 | 1,609,356 | ||
Balance at the end at Jun. 30, 2022 | $ 325 | (4,803,841) | (4,803,516) | |
Balance at the end (in shares) at Jun. 30, 2022 | 3,250,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 325 | (5,491,702) | (5,491,377) | |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (1,427,334) | (1,427,334) | ||
Net income (loss) | 1,785,889 | 1,785,889 | ||
Balance at the end at Mar. 31, 2023 | $ 325 | (5,133,147) | (5,132,822) | |
Balance at the end (in shares) at Mar. 31, 2023 | 3,250,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 325 | (5,491,702) | (5,491,377) | |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 2,946,838 | |||
Balance at the end at Jun. 30, 2023 | $ 325 | (5,285,270) | (5,284,945) | |
Balance at the end (in shares) at Jun. 30, 2023 | 3,250,000 | |||
Balance at the beginning at Mar. 31, 2023 | $ 325 | (5,133,147) | (5,132,822) | |
Balance at the beginning (in shares) at Mar. 31, 2023 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (1,313,072) | (1,313,072) | ||
Net income (loss) | 1,160,949 | 1,160,949 | ||
Balance at the end at Jun. 30, 2023 | $ 325 | $ (5,285,270) | $ (5,284,945) | |
Balance at the end (in shares) at Jun. 30, 2023 | 3,250,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 shares | |
Class B ordinary shares | Over-allotment option | |
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | 487,500 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Cash flows from operating activities: | ||
Net income | $ 2,946,838 | $ 8,796,253 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,290,406) | (187,844) |
Warrant issuance costs | 335,231 | |
Unrealized gain on change in fair value of warrants | (1,309,610) | (9,216,000) |
Gain on expiration of overallotment option | (390,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 136,080 | (457,488) |
Accounts payable and accrued expenses | 87,270 | 126,723 |
Due to related party | (319) | |
Net cash used in operating activities | (430,147) | (993,125) |
Cash flows from investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 77,471,024 | |
Principal deposited in Trust Account | (450,000) | (132,600,000) |
Net cash provided by (used in) investing activities | 77,021,024 | (132,600,000) |
Cash flows from financing Activities: | ||
Proceeds from initial public offering, net of underwriters' discount | 127,400,000 | |
Proceeds from private placement | 7,900,000 | |
Redemption of ordinary shares | (77,471,024) | |
Proceeds from Sponsor promissory note | 300,000 | |
Payment of Sponsor promissory note | (142,350) | |
Payment of deferred offering costs | (306,845) | |
Net cash (used in) provided by financing activities | (77,171,024) | 134,850,805 |
Net change in cash | (580,147) | 1,257,680 |
Cash, beginning of the period | 1,103,214 | 0 |
Cash, end of the period | 523,067 | 1,257,680 |
Supplemental disclosure of cash flow information: | ||
Deferred offering costs included in accounts payable and accrued offering costs and expenses | 250 | |
Remeasurement of Class A ordinary shares to redemption amount | $ 2,740,406 | 15,430,234 |
Deferred underwriting commissions payable charged to additional paid in capital | 4,550,000 | |
Deferred offering costs charged to additional paid in capital | 497,620 | |
Forfeiture of 487,500 founder shares on expiration of overallotment option | 49 | |
Initial fair value of warrant liability | 10,944,000 | |
Deferred offering costs charged to accumulated deficit | $ 82,175 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) | Jun. 30, 2023 shares |
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS | |
Forfeiture of founder shares on expiration of overallotment option | 487,500 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATION | 6 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND BUSINESS OPERATION | |
ORGANIZATION AND BUSINESS OPERATION | NOTE 1—ORGANIZATION AND BUSINESS OPERATION Chenghe Acquisition I Co. (f/k/a LatAmGrowth SPAC) (the “Company”) was incorporated as a Cayman Islands exempted company on May 20, 2021. On October 25, 2023, shareholder of the Company approved to change the name of the Company from LatAmGrowth SPAC to Chenghe Acquisition I Co. as a result of the Sponsor Sale (see details of such Sponsor Sale below). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through June 30, 2023 relates to the Company’s formation, its initial public offering (the “IPO”), the search for a Business Combination target and the negotiation of a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on January 24, 2022. On January 27, 2022, the Company consummated the IPO of 13,000,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $130,000,000, which is discussed in Note 3. Each Unit consists of one Public Share and one Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Old Sponsor”), generating gross proceeds of $7,900,000, which is discussed in Note 4. Transaction costs amounted to $7,647,620 consisting of $2,600,000 of underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. In addition, $2,494,203 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes at the consummation of the IPO. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on January 27, 2022, an amount of $132,600,000 ($10.20 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial Business Combination within the time frame to consummate the business combination period (the “Combination Period”) as defined in its amended and restated memorandum and articles of association (as amended from time to time, the “MAA”) or during any extended time that the Company has to consummate a Business Combination as a result of a shareholder vote to amend its MAA or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s MAA to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on conditions described in the Company’s IPO Prospectus. The amount in the Trust Account is $10.67 per public share as of June 30, 2023. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. Ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). On April 13, 2023, the Company convened an extraordinary general meeting (the “First Extraordinary General Meeting”) virtually. At the First Extraordinary General Meeting, the shareholders approved (1) the proposal to amend the Company’s MAA to extend the date (the “Termination Date”) by which the Company must (i) consummate its Business Combination, (ii) cease its operations except for the purpose of winding up if it fails to consummate a Business Combination, and (iii) redeem all of the Company’s Public Shares from April 27, 2023 to November 27, 2023 (the “First Extension Amendment” and such proposal, the “First Extension Amendment Proposal”); (2) the proposal to amend the Investment Management Trust Agreement, dated January 24, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend, on a month to month basis, the date on which the Trustee must liquidate the Trust Account established by the Company in connection with the IPO if the Company has not completed its initial Business Combination, from April 27, 2023 to up to November 27, 2023 by depositing into the Trust Account the lesser of $150,000 or $0.0375 per Public Share that remains outstanding and is not redeemed in connection with the First Extension Amendment Proposal per calendar month commencing on April 27, 2023 (the “First Trust Amendment”); (3) the proposal to amend the Company’s MAA to provide for the right of a holder of the Company’s Class B ordinary shares (par value $0.0001, the “Class B ordinary shares” or “founder shares”) to convert into Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination at the election of the holder (the “Founder Share Amendment Proposal”); and (4) the proposal to amend the Company’s MAA to remove the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 . The approval of the First Extension Amendment Proposal gives the Company an additional 7 months to consummate its Business Combination under the Combination Period. Additionally, at the First Extraordinary General Meeting, holders of Public Shares were afforded the opportunity to require the Company to redeem their Public Shares for their pro rata share of the Trust Account. 7,399,517 of the 13,000,000 Public Shares were redeemed at a redemption price of approximately $10.47 per share for an aggregate redemption amount of approximately $77.5 million, leaving 5,600,483 Public Shares remaining outstanding. Following this redemption, the balance in the Trust Account was approximately $58.6 million. On April 13, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note to the Old Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s Trust Account in connection with the First Extension Amendment and the First Trust Amendment (“April 2023 Note”). On each of April 27, 2023, May 30, 2023 and June 28, 2023, the Old Sponsor deposited $150,000 into the Trust Account. The April 2023 Note was terminated on October 4, 2023 and all amounts outstanding under the April 2023 Note are forgiven without any further liability of the Company or the Old Sponsor. The amounts forgiven are booked as a capital transaction at October 4, 2023. On June 15, 2023, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“NASDAQ”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1,000,000, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in the Nasdaq Listing Rule 5452(b)(C) (the “Rule”), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1,000,000 (the “Notice”). The Company has been given 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. The Company did not submit such plan. On August 16, 2023, the Staff notified the Company that NASDAQ determined to commence proceedings to delist the Company’s Public Warrants, each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share, and listed to trade on NASDAQ under the symbol “LATGW”, from NASDAQ and that trading in the Public Warrants would be suspended at the opening of business on August 25, 2023, due to the Company’s failure to maintain a minimum of $1,000,000 in aggregate market value of its outstanding warrants for continued listing under NASDAQ Listing Rule 5452(b)(C). The Company did not appeal the Staff’s delisting determination. As a result, a Form 25-NSE was filed by NASDAQ on September 8, 2023 with the Securities and Exchange Commission (the “SEC”) to remove the Company’s Public Warrants from listing and registration on NASDAQ. The Company’s Sponsor is Chenghe Investment I Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands (the “New Sponsor” and “Sponsor” means each of the Old Sponsor and the New Sponsor, unless the context indicates otherwise) and the Old Sponsor. On September 29, 2023, the Company, the Old Sponsor and the New Sponsor entered into a securities purchase agreement (the “SPA”), and on October 6, 2023, the Old Sponsor and the New Sponsor consummated the transactions contemplated by the SPA (the “Sponsor Sale”) pursuant to which the New Sponsor acquired an aggregate of (i) 2,650,000 Class B ordinary shares, par value $0.0001 per share of the Company and (ii) 7,900,000 Private Placement Warrants held by the Old Sponsor for an aggregate purchase price of $1.00 plus New Sponsor’s agreement to deposit into the Trust Account (a) on the closing of the Sponsor Sale, $450,000 for due and payable extension contribution payments which was provided to the Company in the form of a promissory note from the New Sponsor incurred prior to the date of the SPA and (b) on any other applicable due date, other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Prior to the Sponsor Sale closing, the Old Sponsor and the Company shall take all actions necessary to ensure that the Company has fully satisfied, discharged and/or paid all of the Company’s Liabilities (as defined in the SPA) incurred on or prior to the closing date of the Sponsor Sale. Following the completion of the Sponsor Sale, the Old Sponsor owns 600,000 Class B ordinary shares and no Private Placement Warrants. The Old Sponsor, the New Sponsor and the Company further agreed that after the completion of the Sponsor Sale, to the extent that the New Sponsor transfers any Class B ordinary shares (the “Committed Shares”) for the purpose of securing further extension of the period of time that the Company can consummate its initial Business Combination (“Further Extension”), or reducing the number of holder of Class A ordinary shares electing to exercise its redemption rights in connection with any Further Extension, if the number of Class B ordinary shares so transferred by the New Sponsor is less than 1,000,000 Class B ordinary shares, the New Sponsor shall transfer to the Old Sponsor, at the closing of the Business Combination, a number of additional Class B ordinary shares equal to the product of (i) 1,000,000 minus the number of Committed Shares and (ii) 0.5, rounded down to the nearest whole number (the “Earnout Shares”), provided that the number of Earnout Shares shall not exceed 250,000 Class B ordinary shares in the aggregate; provided further that, if the New Sponsor uses only cash or other arrangements (excluding the use of Class B ordinary shares) to secure the Further Extension, the amount of the Earnout Shares shall be 100,000 Class B ordinary shares. For the avoidance of doubt, if the New Sponsor uses a combination of cash or other arrangements and Class B ordinary shares to secure the Further Extension, the Old Sponsor shall be entitled to receive Earnout Shares based on the number of Class B ordinary shares transferred, in accordance with the formula described above. The Company analyzed the SPA entered into during September 2023 under SAB Topic 5, Miscellaneous Accounting, section T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s) and concluded that the SPA provides the Company with a benefit in the form of the right to receive additional extension contributions from the New Sponsor. The right to receive the additional extension contributions required the New Sponsor, who is a principal shareholder, to provide or cause to provide consideration in the form of a transfer of Class B ordinary shares of the Company. As a result, the Company determined that an expense in the full amount of the fair value of the Class B ordinary shares transferred should be recorded. During October 2023, the Company recorded an expense under SAB Topic 5T of $2,851,750 with a corresponding increase to additional paid-in capital. The estimated fair value of the earnout provision at the closing of the Sponsor Sale on October 6, 2023 is nominal to zero. As a result, the Company will not record an expense during October 2023. In connection with the Sponsor Sale, previous management of the Company, Gerard Cremoux, former chief executive officer, chief financial officer and director, and Gerardo Mendoza, former chief investment officer, and former directors of the Company Michael McGuiness, Eduardo Cortina, Carole Philippe, Miguel Olea, Zain Manekia and Hector Martinez resigned from their respective position as a director (and/or officer, as the case may be), effective upon the closing of the Sponsor Sale. On October 6, 2023, Shibin Wang, Ning Ma, Kwan Sun and James Zhang were appointed as directors of the Company, and Zhiyang Zhou was appointed as chief executive officer and chief financial officer of the Company. On October 25, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”) at which the shareholders approved (1) the proposal to amend the MAA to extend (the “Second Extension”) the Termination Date from October 27, 2023 to January 27, 2024 for a deposit of the lesser of (a) $240,000 in the aggregate and (b) $0.06 for each of the Class A ordinary share not elected to be redeemed immediately after the Second Extraordinary General Meeting; and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to further extend the Termination Date for up to 9 times, each time by one month, from January 27, 2024 up to October 27, 2024, for the deposit of the lesser of (a) $80,000 and (b) $0.02 for each of the Class A ordinary share not elected to be redeemed immediately after the Second Extraordinary General Meeting (the “Second Extension Amendment” and such proposal, the “Second Extension Amendment Proposal”; the deposits in relation to the extension, collectively, the “Extension Contributions”); (2) the proposal to amend the Trust Agreement to reflect the Second Extension, and to allow the Company to maintain any remaining amount in its Trust Account in an interest bearing demand deposit account at a bank; and (3) the proposal to change the Company’s name from LatAmGrowth SPAC to Chenghe Acquisition I Co. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,658,610 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $18.1 million, leaving approximately $43.0 million in the Trust Account. On October 25, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note (the “October 2023 Note”) to the New Sponsor, for a principal amount of up to $1,960,000. The initial principal balance outstanding under the October 2023 Note is $480,600, of which $450,000 represents drawdown to pay Extension Contributions to the Trust Account for the months of July through September 2023 and $30,600 represents working capital, as of October 25, 2023. On each of October 30, 2023 and November 29, 2023, the Company deposited $80,000 as Extension Contributions into the Trust Account. On January 3, 2024, $76,512 was deposited as Extension Contribution into the Trust Account by FST (as defined below) pursuant to the Business Combination Agreement (as defined below), whereunder FST agreed to bear all of the fees and costs relating to the extension of the Company’s Termination Date not exceeding $80,000 per month. On February 2, 2024, $78,837 was deposited as Extension Contribution into the Trust Account by FST pursuant to the Business Combination Agreement. The Extension Contributions loaned by the Sponsor will be forgiven if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Business Combination Agreement is terminated by FST due to the Company’s shareholders’ failure to approve the FST Business Combination (as defined below) or the Company’s material breach of its obligations as described in the Business Combination Agreement, the Company shall pay and reimburse FST the Extension Contribution(s) FST has deposited in the Trust Account with funds held outside of the Trust Account. As of the date hereof, on top of the initial principal balance, additional $160,000 has been drawn from the October 2023 Note to pay Extension Contribution by the Company and $415,738 has been drawn for working capital purposes. On November 6, 2023, pursuant to the Trust Agreement (as amended on October 25, 2023), the Company instructed Continental Stock Transfer & Trust Company to hold all funds in the Trust Account uninvested in an interest-bearing bank deposit account. If the Company has not consummated the Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s MAA (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide assurance that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.20 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On November 8, 2023, the New Sponsor notified the Company that it elected to convert 1,058,127 Class B ordinary shares held by itself to the same number of Class A ordinary shares, pursuant to the Founder Share Amendment Proposal. On November 16, 2023, 1,058,127 Class B ordinary shares held by the New Sponsor were converted into the same number of Class A ordinary shares. As of the date hereof, there were 5,000,000 Class A ordinary shares and 2,191,873 Class B ordinary shares of the Company, issued outstanding Business Combination Agreement and Ancillary Agreements Business Combination Agreement On December 22, 2023, the Company entered into a business combination agreement (the “ Business Combination Agreement CayCo Merger Sub FST FST Parties Merger FST Business Combination Pursuant to the Business Combination Agreement, at the time when the Merger becomes effective, (i) each outstanding Unit of the Company will be automatically separated (“ Unit Separation one SPAC Class B Conversion Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the FST Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect for FST, (iv) FST’s Company Acquisition Percentage (as defined in the Business Combination Agreement) reaching at least 90%, (v) the consummation of the FST Restructuring (as defined in the Business Combination Agreement), (vi) the delivery of customary closing certificates, (vii) the receipt of Taiwan DIR Approval and such approval being effective, (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by the SPAC’s and the Company’s shareholders, (x) approval of a listing application on the applicable stock exchange for newly issued shares, and (xi) SPAC having at least US$5,000,001 of net tangible assets remaining after redemption. The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the closing of the FST Business Combination, including, among others, the following: Sponsor Support Agreement Concurrently with the extension of the Business Combination Agreement, the Company, the New Sponsor, the Old Sponsor and FST entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which each Sponsor has agreed to, among other things, vote in favor of the transaction contemplated under the Business Combination Agreement, from the date when FST received the Taiwan DIR Approval (as defined therein) until the closing of the FST Business Combination or, if earlier, until termination of the Business Combination Agreement. Company Shareholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company, FST, CayCo, certain shareholders of FST listed thereto and certain shareholders of CayCo listed thereto entered into a company shareholder support agreement (the “Company Support Agreement”), pursuant to which each signatory shareholders of FST and CayCo has agreed to, among other things, vote to the transactions contemplated under the Business Combination Agreement, and to not transfer any Subject Shares (as defined therein) until termination of the Company Support Agreement. Lock-up Agreement At the closing of the FST Business Combination, CayCo, the New Sponsor, certain shareholder of FST (the “Company Holders”) listed thereto and certain person listed thereto (the “Sponsor Key Holders”, and together with the Company Holders, the “Holders”) will enter into a lock-up agreement (the “Lock-up Agreement”), pursuant to which, each Holder agrees to not to transfer any Lock-Up Shares (as defined therein) for a period of six (6) months after the closing date of the FST Business Combination, with certain exceptions and carveouts. Investor Rights Agreement At the closing of the FST Business Combination, CayCo, the Company, FST and other parties listed thereto will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the board of CayCo to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board from time to time), (y) one (1) of such directors should be nominated by the New Sponsor and (z) as long as the Sponsor Parties (as defined therein) beneficially own any ordinary shares of CayCo, CayCo shall take all necessary actions to cause the individuals nominated by the New Sponsor for election as directors to be elected as directors. Liquidity and Going Concern Considerations As of June 30, 2023, the Company had $523,067 cash on hand and working capital deficit of $316,555. On January 27, 2022, the Company consummated its IPO of 13,000,000 Units, at $10.00 per Unit, generating gross proceeds of $130.0 million. Simultaneously with the closing of the Company’s IPO, it consummated the sale of 7,900,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement to the Old Sponsor, generating gross proceeds of $7.9 million. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. At the consummation of the IPO, cash of $2,494,203 in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company cannot provide assurance that the cash held outside the Trust Account will be sufficient to meet its financial obligations over a period of one year from the issuance of its unaudited condensed financial statements. Until consummation of its initial Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans (as defined below) from the Sponsor, an affiliate of the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. On April 13, 2023, at the First Extraordinary General Meeting, in connection with the approval of the First Extension Amendment Proposal, the Company has agreed to contribute into the Trust Account the lesser of an aggregate of $150,000 and $0.0375 per share for each Publi |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed by the Company with the SEC on April 19, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held cash of $523,067 and $1,103,214 as of June 30, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the Company held $59,781,445 and $134,512,063, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. On November 6, 2023, pursuant to the Trust Agreement (as amended on October 25, 2023), the Company instructed Continental Stock Transfer & Trust Company to hold all funds in the Trust Account uninvested in an interest-bearing bank deposit account. As at the date hereof, all funds in the Trust Account are held in cash. Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 “Derivatives and Hedging” (“ASC 815”), the Company accounts for Warrants for the Company’s ordinary shares that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgement and considers factors specific to the investment. The categorization of an investment within the hierarchy is based on the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 8 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board Accounting Standards Codification 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A and Class B. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average number of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the IPO and the private placement in the calculation of diluted (loss) income per ordinary share because their exercise is contingent upon future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. At June 30, 2023 and June 30, 2022, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At June 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 794,567 $ 366,382 $ 1,287,485 $ 321,871 $ 2,223,560 $ 723,278 $ 6,800,096 $ 1,996,157 Denominator: Weighted average shares outstanding 7,048,215 3,250,000 13,000,000 3,250,000 9,991,405 3,250,000 11,071,429 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.22 $ 0.22 $ 0.61 $ 0.61 Offering Costs associated with the IPO The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,312,389 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. At June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. On April 13, 2023, in connection with First Extension Amendment Proposal, holders of 7,399,517 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of approximately $77.5 million or approximately $10.47 per share. On October 25, 2023, in connection with the Second Extension Amendment Proposal, holders of the holders of 1,658,610 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $18.1 million, leaving approximately $43.0 million in the Trust Account. As of June 30, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Less: Partial Redemption (77,471,024) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 2,740,406 Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 59,781,445 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company has adopted ASU 2020-06 for the year ended December 31, 2023. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3—INITIAL PUBLIC OFFERING On January 27, 2022, the Company consummated its IPO of 13,000,000 Units at $10.00 per Unit, generating gross proceeds of $130,000,000. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,900,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,900,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On June 2, 2021, the Old Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500 Class B ordinary shares, par value $0.0001. Up to 487,500 founder shares were subject to forfeiture by the Old Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. The holders of the Company’s founder shares have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the holders of the Class B ordinary shares with respect to any founder shares (Lock-up). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. The sale or allocation of the founders shares to the Company’s director nominees and affiliates of its Sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 22,000 shares transferred to the Company’s consultants on April 1, 2022 was $101,640 or $4.62 per share. The founder shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of founders shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the founder shares. As of June 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Promissory Note—Related Party On June 2, 2021, the Old Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of the IPO. At the IPO date, the Company paid $142,350 to the Old Sponsor in full repayment of the promissory note. As of June 30, 2023 and December 31, 2022, the Company had no outstanding balance under the promissory note, respectively. On April 13, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note to the Old Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s Trust Account in connection with the First Extension Amendment and the First Trust Amendment. On each of April 27, 2023, May 30, 2023 and June 28, 2023, the Old Sponsor deposited $150,000 into the Trust Account. As of June 30, 2023, the Company had $300,000 under the April 2023 Note. The April 2023 Note was terminated on October 4, 2023 and all amounts outstanding under the April 2023 Note are forgiven without any further liability of the Company or the Old Sponsor. The amounts forgiven are booked as a capital transaction at October 4, 2023. On October 25, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note to the New Sponsor for a principal amount of up to $1,960,000 to fund the Extension Contributions in connection with the Second Extension Amendment. The initial principal balance outstanding under the October 2023 Note is $480,600, of which $450,000 represents drawdown to pay Extension Contributions to the Trust Account for the months of July through September 2023 and $30,600 represents working capital, as of October 25, 2023. On each of October 30, 2023 and November 29, 2023, the Company deposited $80,000 as Extension Contributions into the Trust Account. On January 3, 2024, $76,512 was deposited as Extension Contribution into the Trust Account by FST pursuant to the Business Combination Agreement, whereunder FST agreed to bear all of the fees and costs relating to the extension of the Company’s Termination Date not exceeding $80,000 per month. On February 2, 2024, $78,837 was deposited as Extension Contribution into the Trust Account by FST pursuant to the Business Combination Agreement. The Extension Contributions loaned by the Sponsor will be forgiven if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Business Combination Agreement is terminated by FST due to the Company’s shareholders’ failure to approve the FST Business Combination or the Company’s material breach of its obligations as described in the Business Combination Agreement, the Company shall pay and reimburse FST the Extension Contribution(s) FST has deposited in the Trust Account with funds held outside of the Trust Account. As of the date hereof, on top of the initial principal balance, additional $160,000 has been drawn from the October 2023 Note to pay Extension Contribution by the Company and $415,738 has been drawn for working capital purposes. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The terms of such warrants would be identical to those of the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS & CONTINGENCIES | |
COMMITMENTS & CONTINGENCIES | NOTE 6—COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the (i) founder shares, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to use its best efforts to register a sale of any of its securities held by them pursuant to a registration rights agreement dated January 24, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Legal Fee Arrangement Pursuant to the SPA, in respect of the legal expenses of Shearman & Sterling LLP (“Shearman”), the Company’s legal counsel prior to the Sponsor Sale, owed by the Company, the Company will pay Shearman in connection with the closing of the initial Business Combination of the Company together with the payment of other transaction expenses and fees pursuant to the funds flow for such Business Combination, an amount equal to $350,000 in immediately available funds to such account as may be provided by Shearman in advance in writing. In addition, the Old Sponsor shall reserve 15,000 Class B ordinary shares in respect of its obligation to Shearman and, promptly following the first date that such shares can be sold, the Old Sponsor will sell those shares and send the proceeds in immediately available funds to such account as may be provided by Shearman in advance in writing. In the event of liquidation of the Company prior to the completion of its initial Business Combination, the Company will pay Shearman $250,000 on or prior to such liquidation date in immediately available funds to such account as may be provided by Shearman in advance in writing. The Old Sponsor represents, warrants and agrees that the foregoing description of the payment of legal expenses constitute full and final settlement of such fees, and there is no other Liability (as defined in the SPA) of the Company in respect of the legal expenses of Shearman other than as so described. The Old Sponsor, the New Sponsor and the Company agree that Shearman shall be an express third party beneficiary of the terms of the legal fee arrangement under the SPA. Underwriting Agreement The Company granted the underwriters of the IPO a 45-day The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,550,000, upon the completion of the Company’s initial Business Combination. On September 8, 2023, BofA delivered a letter to the Company to waive its entitlement to the payment of $2,275,000 deferred underwriting fee to be paid under the terms of the Underwriting Agreement. On September 19, 2023, BTG Pactual delivered a letter to the Company to waive its entitlement to the payment of $2,275,000 deferring underwriting fee with respect to the Business Combination. As a result, the Company recorded a reduction of the deferred underwriting payable of $4,550,000, with $186,550 to other income and $4,363,450 to accumulated deficit. Forward Purchase Agreement An affiliate of the Old Sponsor (the “Sponsor Affiliate”) entered into a forward purchase agreement with the Company in connection with the IPO that provides for the purchase by the Sponsor Affiliate of an aggregate of up to 4,000,000 Units for an aggregate purchase price of up to $40,000,000, in a private placement that will close simultaneously with the closing of the Company’s initial Business Combination. The proceeds from the sale of these forward purchase units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000 forward purchase units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement will be subject to the Sponsor Affiliate’s completing the raising of a new fund, approval of its investment committee as well as customary closing conditions under the forward purchase agreement. The forward purchase shares are identical to the Class A ordinary shares included in the Units sold in the IPO, except that pursuant to the forward purchase agreement, they are not transferable, assignable or salable until 30 days after the completion of our initial Business Combination, subject to limited exceptions. The forward purchase warrants have the same terms as the private placement warrants. Business Combination Marketing Agreement On February 9, 2023, the Company entered into a business combination marketing agreement (the “ EBC BCMA EBC 1/3 On October 2, 2023, the Old Sponsor entered into a letter agreement with EBC (the “ EBC Letter Agreement The 25,000 Class B ordinary shares that the Old Sponsor agreed to transfer to EBC (subject to forfeiture) were valued at $1.09 per share or an aggregate of $27,336 as at October 2, 2023, based on a Monte Carlo Model simulation valuation of the Class B ordinary shares. The amount will be recorded as Compensation Expense at the close of a Business Combination. The estimated fair value of the forfeiture provision on October 2, 2023, the date of the EBC Letter Agreement, was immaterial. On October 2, 2023, in connection with the Sponsor Sale (see Note 1), EBC issued a waiver letter (“ EBC Waiver Letter |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7—SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares Class B ordinary shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law or the MAA. Unless specified in the Company’s MAA, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. On April 13, 2023, at the First Extraordinary General Meeting, the shareholders approved, among others, the proposal to amend the Company’s MAA to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination at the election of the holder. On November 8, 2023, the New Sponsor notified the Company that it elected to convert 1,058,127 Class B ordinary shares held by itself to the same number of Class A ordinary shares, pursuant to the Founder Share Amendment Proposal. On November 16, 2023, 1,058,127 Class B ordinary shares held by the New Sponsor were converted into the same number of Class A ordinary shares. As of the date hereof, there were 5,000,000 Class A ordinary shares and 2,191,873 Class B ordinary shares of the Company, issued and outstanding. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8—FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on June 30, 2023 and December 31, 2022 and indicates the Level 3 fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant Prices in Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 188,500 $ 188,500 $ — $ — Warrant liabilities – Private Placement Warrants 229,890 — — 229,890 $ 418,390 $ 188,500 $ — $ 229,890 Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ — The Public Warrants and the Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities were measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The overallotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed balance sheets from January 27, 2022 up to its expiration on March 10, 2022. The overallotment liability was measured at fair value at inception. The expiration of the overallotment resulted in a gain of $390,000 which is presented within gain on expiration of overallotment option in the condensed statements of operations. The Company used a Binomial Option Pricing Model to value the Private Placement Warrants and a Black-Scholes model to value the overallotment option at the initial measurement date. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one At June 30, 2023 and December 31, 2022, the Company used the quoted price on NASDAQ to establish the fair value of the Public Warrants. The Private Placement Warrants were transferred to a Level 2 from a Level 3 during the year ended December 31, 2022, due to the use of an observable market quote for a similar asset in an active market. The Private Placement Warrants changed from Level 2 at March 31, 2023 to Level 3 at June 30, 2023 as a result of the lack of an observable market quote of the Public Warrants on that day. At June 30, 2023 and December 31, 2022 a Monte Carlo simulation methodology was used in estimating the fair value of the Private Placement Warrants using the same expected volatility as was used in measuring the fair value of the Public Warrants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements On August 16, 2023, the Company received notice from NASDAQ that the trading of the Company’s Public Warrants would be suspended at the opening of business on August 25, 2023, due to the Company’s failure to maintain a minimum of $1,000,000 in aggregate market value of its outstanding warrants for continued listing under NASDAQ Listing Rule 5452(b)(C). The Company did not appeal such determination. As a result, on September 8, 2023, a Form 25-NSE was filed by NASDAQ with the SEC to remove the Company’s Public Warrants from listing and registration on NASDAQ. On September 8, 2023, BofA delivered a letter to the Company to waive its entitlement to the payment of $2,275,000 deferred underwriting fee to be paid under the terms of the Underwriting Agreement. On September 19, 2023, BTG Pactual delivered a letter to the Company to waive its entitlement to the payment of $2,275,000 deferring underwriting fee with respect to the Business Combination. As a result, the Company recorded a reduction of the deferred underwriting payable of $4,550,000, with $186,550 to other income and $4,363,450 to accumulated deficit. On September 29, 2023, the Company, the Old Sponsor and the New Sponsor entered into the SPA, and on October 6, 2023, the Old Sponsor and the New Sponsor consummated the Sponsor Sale pursuant to which the New Sponsor acquired an aggregate of (i) 2,650,000 Class B ordinary shares and (ii) 7,900,000 Private Placement Warrants held by the Old Sponsor for an aggregate purchase price of $1.00 plus New Sponsor’s agreement to deposit into the Trust Account (a) on the closing of the Sponsor Sale, $450,000 for due and payable extension contribution payment incurred prior to the date of the SPA and (b) on any other applicable due date, other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Following the completion of the Sponsor Sale, the Old Sponsor owns 600,000 Class B ordinary shares and no Private Placement Warrants. On October 2, 2023, the Old Sponsor entered into the EBC Letter Agreement, under which, the Old Sponsor agreed to (i) transfer, at no consideration, to EBC 25,000 Class B ordinary shares of the Company held by the Old Sponsor at the closing of the Business Combination. If the Old Sponsor is required to forfeit Class B ordinary shares to the Company that it’s retaining pursuant to the SPA so that the total number of Class B ordinary shares becomes less than 500,000, EBC will forfeit a pro rata number of Class B ordinary shares with the Old Sponsor’s reduction below 500,000 such that the Class B ordinary shares held by EBC will then represent 5% of the total Class B ordinary shares held by the Old Sponsor and EBC; (ii) transfer to EBC an aggregate of 26.7% of any consideration it receives as a result of certain “tail” arrangement it has with a third party as a result of a proposed transaction; and (iii) pay to EBC an aggregate of $5,000 to reimburse EBC for expenses incurred by it for the services rendered to the Company and the Old Sponsor. The 25,000 Class B ordinary shares that the Old Sponsor agreed to transfer to EBC (subject to forfeiture) were valued at $1.09 per share or an aggregate of $27,336 as at October 2, 2023, based on a Monte Carlo Model simulation valuation of the Class B ordinary shares. The amount will be recorded as Compensation Expense at the close of a Business Combination. The estimated fair value of the forfeiture provision on October 2, 2023, the date of the EBC Letter Agreement, was immaterial. On October 2, 2023, in connection with the Sponsor Sale, EBC issued the EBC Waiver Letter to the Company, pursuant to which, the EBC BCMA is terminated. Under the EBC Waiver Letter, the Company agreed that such Class B ordinary shares to be transferred by the Old Sponsor to EBC under the EBC Letter Agreement will have the same registration rights as the other Class B ordinary shares held by the Old Sponsor. On October 4, 2023, all amounts outstanding under the April 2023 Note were forgiven without any further liability of the Company or the Old Sponsor. The amounts forgiven are booked as a capital transaction at October 4, 2023. On October 25, 2023, the Company held the Second Extraordinary General Meeting at which the shareholders approved (1) the proposal to amend the MAA regarding the Second Extension from October 27, 2023 to January 27, 2024 for a deposit of the lesser of (a) $240,000 in the aggregate and (b) $0.06 for each of the Class A ordinary share not elected to be redeemed immediately after the Second Extraordinary General Meeting; and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to further extend the Termination Date for up to 9 times, each time by one month, from January 27, 2024 up to October 27, 2024, for the deposit of the lesser of (a) $80,000 and (b) $0.02 for each of the Class A ordinary share not elected to be redeemed immediately after the Second Extraordinary General Meeting; (2) the proposal to amend the Trust Agreement to reflect the Second Extension, and to allow the Company to maintain any remaining amount in its Trust Account in an interest bearing demand deposit account at a bank; and (3) the proposal to change the Company’s name from LatAmGrowth SPAC to Chenghe Acquisition I Co. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,658,610 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $18.1 million, leaving approximately $43.0 million in the Trust Account. On October 25, 2023, the Company issued the October 2023 Note to the New Sponsor, for a principal amount of up to $1,960,000. The initial principal balance outstanding under the October 2023 Note is $480,600, of which $450,000 represents drawdown to pay Extension Contributions to the Trust Account for the months of July through September 2023 and $30,600 represents working capital, as of October 25, 2023. On each of October 30, 2023 and November 29, 2023, the Company deposited $80,000 as Extension Contributions into the Trust Account. On January 3, 2024, $76,512 was deposited as Extension Contribution into the Trust Account by FST pursuant to the Business Combination Agreement, whereunder FST agreed to bear all of the fees and costs relating to the extension of the Company’s Termination Date not exceeding $80,000 per month. On February 2, 2024, $78,837 was deposited as Extension Contribution into the Trust Account by FST pursuant to the Business Combination Agreement. The Extension Contributions loaned by the Sponsor will be forgiven if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Business Combination Agreement is terminated by FST due to the Company’s shareholders’ failure to approve the FST Business Combination or the Company’s material breach of its obligations as described in the Business Combination Agreement, the Company shall pay and reimburse FST the Extension Contribution(s) FST has deposited in the Trust Account with funds held outside of the Trust Account. As of the date hereof, on top of the initial principal balance, additional $160,000 has been drawn from the October 2023 Note to pay Extension Contribution by the Company and $415,738 has been drawn for working capital purposes. On November 6, 2023, pursuant to the Trust Agreement (as amended on October 25, 2023), the Company instructed Continental Stock Transfer & Trust Company to hold all funds in the Trust Account uninvested in an interest-bearing bank deposit account. On November 8, 2023, the New Sponsor notified the Company that it elected to convert 1,058,127 Class B ordinary shares held by itself to the same number of Class A ordinary shares, pursuant to the Founder Share Amendment Proposal. On November 16, 2023, 1,058,127 Class B ordinary shares held by the New Sponsor were converted into the same number of Class A ordinary shares. As of the date hereof, there were 5,000,000 Class A ordinary shares and 2,191,873 Class B ordinary shares of the Company, issued and outstanding. On November 8, 2023, the Company and Continental Stock Transfer & Trust Company entered into the Amendment No.3 to the Investment Management Trust Agreement, pursuant to which, all references to “LatAmGrowth SPAC” in the Trust Agreement, including the exhibits thereto, are amended to “Chenghe Acquisition I Co.”. On December 22, 2023, the Company entered into the Business Combination Agreement with the FST Parties, pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company with the Company being the surviving company and as a direct, wholly owned subsidiary of CayCo, and the Company will change its name to “FST Ltd.”. Pursuant to the Business Combination Agreement, at the time when the Merger becomes effective, (i) each outstanding Unit of the Company will be automatically separated and the holder thereof will be deemed to hold one Class A ordinary share and one Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the FST Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect for FST, (iv) FST’s Company Acquisition Percentage (as defined in the Business Combination Agreement) reaching at least 90%, (v) the consummation of the FST Restructuring (as defined in the Business Combination Agreement), (vi) the delivery of customary closing certificates, (vii) the receipt of Taiwan DIR Approval and such approval being effective, (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by the SPAC’s and the Company’s shareholders, (x) approval of a listing application on the applicable stock exchange for newly issued shares, and (xi) SPAC having at least US$5,000,001 of net tangible assets remaining after redemption. Concurrently with the extension of the Business Combination Agreement, the Company, the New Sponsor, the Old Sponsor and FST entered into the Sponsor Support Agreement, pursuant to which each Sponsor has agreed to, among other things, vote in favor of the transaction contemplated under the Business Combination Agreement, from the date when FST received the Taiwan DIR Approval (as defined therein) until the closing of the FST Business Combination or, if earlier, until termination of the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, the Company, FST, CayCo, certain shareholders of FST listed thereto and certain shareholders of CayCo listed thereto entered into the Company Support Agreement, pursuant to which each signatory shareholders of FST and CayCo has agreed to, among other things, vote to the transactions contemplated under the Business Combination Agreement, and to not transfer any Subject Shares (as defined therein) until termination of the Company Support Agreement. On December 22, 2023, the Company received a written notice (the “ Notice Staff Nasdaq June 2023 Filing September 2023 Filing Rules Under the Rules, the Company has 60 calendar days to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the June 2023 Filing’s due date, or until February 20, 2024, to regain compliance. The Staff noted that the Company’s 60 day submission date coincides with the maximum exception date of February 20, 2024. Pursuant to the Rules, the Company issued a press release and filed a Current Report on Form 8-K disclosing the receipt of the Notice. At the closing of the FST Business Combination, CayCo, the New Sponsor, certain shareholder of FST listed thereto and certain person listed thereto will enter into a Lock-up Agreement, pursuant to which, each Holder agrees to not to transfer any Lock-Up Shares (as defined therein) for a period of six (6) months after the closing date of the FST Business Combination, with certain exceptions and carveouts. At the closing of the FST Business Combination, CayCo, the Company, FST and other parties listed thereto will enter into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the board of CayCo to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board from time to time), (y) one (1) of such directors should be nominated by the New Sponsor and (z) as long as the Sponsor Parties (as defined therein) beneficially own any ordinary shares of CayCo, CayCo shall take all necessary actions to cause the individuals nominated by the New Sponsor for election as directors to be elected as directors. On January 31, 2024, the Company signed an engagement letter with Revere Securities, LLC, pursuant to which, the Company has engaged Revere Securities, LLC to act as its financial advisor (a) in connection with the FST Business Combination and (b) on any private investment in the Company consisting of equity, debt, and/or equity-linked securities in connection with the FST Business Combination. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed by the Company with the SEC on April 19, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held cash of $523,067 and $1,103,214 as of June 30, 2023 and December 31, 2022, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the Company held $59,781,445 and $134,512,063, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. On November 6, 2023, pursuant to the Trust Agreement (as amended on October 25, 2023), the Company instructed Continental Stock Transfer & Trust Company to hold all funds in the Trust Account uninvested in an interest-bearing bank deposit account. As at the date hereof, all funds in the Trust Account are held in cash. |
Warrant Liabilities | Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 “Derivatives and Hedging” (“ASC 815”), the Company accounts for Warrants for the Company’s ordinary shares that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgement and considers factors specific to the investment. The categorization of an investment within the hierarchy is based on the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 8 for additional information on assets and liabilities measured at fair value. |
Derivative Financial Instruments and Warrant and Over-allotment Liability | Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board Accounting Standards Codification 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A and Class B. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average number of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the IPO and the private placement in the calculation of diluted (loss) income per ordinary share because their exercise is contingent upon future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. At June 30, 2023 and June 30, 2022, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At June 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 794,567 $ 366,382 $ 1,287,485 $ 321,871 $ 2,223,560 $ 723,278 $ 6,800,096 $ 1,996,157 Denominator: Weighted average shares outstanding 7,048,215 3,250,000 13,000,000 3,250,000 9,991,405 3,250,000 11,071,429 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.22 $ 0.22 $ 0.61 $ 0.61 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the IPO The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,312,389 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. At June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. On April 13, 2023, in connection with First Extension Amendment Proposal, holders of 7,399,517 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of approximately $77.5 million or approximately $10.47 per share. On October 25, 2023, in connection with the Second Extension Amendment Proposal, holders of the holders of 1,658,610 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $18.1 million, leaving approximately $43.0 million in the Trust Account. As of June 30, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Less: Partial Redemption (77,471,024) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 2,740,406 Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 59,781,445 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company has adopted ASU 2020-06 for the year ended December 31, 2023. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Schedule of reconciliation of basic and diluted net income per share for each class of ordinary shares | For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 794,567 $ 366,382 $ 1,287,485 $ 321,871 $ 2,223,560 $ 723,278 $ 6,800,096 $ 1,996,157 Denominator: Weighted average shares outstanding 7,048,215 3,250,000 13,000,000 3,250,000 9,991,405 3,250,000 11,071,429 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.22 $ 0.22 $ 0.61 $ 0.61 |
Schedule of reconciliation Class A ordinary shares reflected on the balance sheet | Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Less: Partial Redemption (77,471,024) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 2,740,406 Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 59,781,445 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's liabilities that are measured at fair value | Quoted Significant Significant Prices in Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 188,500 $ 188,500 $ — $ — Warrant liabilities – Private Placement Warrants 229,890 — — 229,890 $ 418,390 $ 188,500 $ — $ 229,890 Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATION (Details) | 1 Months Ended | 6 Months Ended | ||||||||||||||||||||||
Feb. 02, 2024 USD ($) | Jan. 03, 2024 USD ($) | Dec. 22, 2023 USD ($) shares | Nov. 29, 2023 USD ($) | Nov. 16, 2023 shares | Nov. 08, 2023 shares | Oct. 30, 2023 USD ($) | Oct. 25, 2023 USD ($) item $ / shares shares | Oct. 06, 2023 USD ($) shares $ / shares | Sep. 19, 2023 USD ($) | Sep. 08, 2023 USD ($) | Aug. 25, 2023 USD ($) | Apr. 13, 2023 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares | Jan. 24, 2022 shares | Oct. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 28, 2023 USD ($) | May 30, 2023 USD ($) | Apr. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 $ / shares shares | |
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of units sold | 13,000,000 | |||||||||||||||||||||||
Proceeds from private placement | $ | $ 7,900,000 | |||||||||||||||||||||||
Transaction costs | $ | $ 7,647,620 | |||||||||||||||||||||||
Underwriting discount | $ | 2,600,000 | |||||||||||||||||||||||
Deferred underwriting discount | $ | 4,550,000 | |||||||||||||||||||||||
Other offering costs | $ | 497,620 | |||||||||||||||||||||||
Cash held outside of the trust account | $ | $ 2,494,203 | $ 523,067 | $ 1,103,214 | |||||||||||||||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust account | 80% | |||||||||||||||||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | |||||||||||||||||||||||
Share price | $ / shares | $ 10.20 | |||||||||||||||||||||||
Period to consummate the initial business combination, if extension amendment proposal passed (in months) | 7 months | |||||||||||||||||||||||
Number of public shares redeemed | 7,399,517 | |||||||||||||||||||||||
Redemption price per share | $ / shares | $ 10.47 | |||||||||||||||||||||||
Aggregate redemption amount | $ | $ 77,500,000 | |||||||||||||||||||||||
Number of public shares remaining outstanding | 5,600,483 | |||||||||||||||||||||||
Amount remained in trust account | $ | $ 58,600,000 | $ 59,781,445 | 134,512,063 | |||||||||||||||||||||
Principal amount | $ | 1,050,000 | |||||||||||||||||||||||
Aggregate contribution of sponsor | $ | 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||
Principal amount | $ | $ 1,050,000 | |||||||||||||||||||||||
Working capital | $ | 316,555 | |||||||||||||||||||||||
Amount deposited in trust account | $ | $ 450,000 | $ 132,600,000 | ||||||||||||||||||||||
Threshold business days for redemption of Public Shares | 10 days | |||||||||||||||||||||||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | |||||||||||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||||||||||||||||||||||
Cash on hand | $ | $ 523,067 | $ 1,103,214 | ||||||||||||||||||||||
Maximum contribution per share | $ / shares | $ 0.0375 | |||||||||||||||||||||||
Minimum net tangible assets of the target | $ | $ 5,000,001 | |||||||||||||||||||||||
Promissory Note - Related party | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Amount outstanding | $ | $ 300,000 | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Due and payable extension contribution payment | $ | $ 450,000 | |||||||||||||||||||||||
Minimum deposit to be made | $ | $ 1,000,000 | |||||||||||||||||||||||
Maximum number of times that the period can be extended | item | 9 | |||||||||||||||||||||||
Term by which the period shall be extended each time | 1 month | |||||||||||||||||||||||
Number of class B ordinary shares elected to convert | 1,058,127 | |||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1,058,127 | |||||||||||||||||||||||
Subsequent Event | FST Corp | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Amount deposited in trust account | $ | $ 80,000 | |||||||||||||||||||||||
Subsequent Event | Promissory Note - Related party | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Amount outstanding | $ | $ 480,600 | $ 480,600 | ||||||||||||||||||||||
Maximum amount can be drawn for extension contributions | $ | $ 160,000 | 450,000 | $ 450,000 | |||||||||||||||||||||
Working capital | $ | 415,738 | 30,600 | ||||||||||||||||||||||
Amount deposited in trust account | $ | $ 78,837 | $ 76,512 | $ 80,000 | $ 80,000 | ||||||||||||||||||||
Subsequent Event | Extension from October 27, 2023 to January 27, 2024 | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Minimum deposit to be made | $ | $ 240,000 | |||||||||||||||||||||||
Minimum deposit per share | $ / shares | $ 0.06 | |||||||||||||||||||||||
Subsequent Event | Extension from January 27, 2024 up to October 27, 2024 | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Minimum deposit to be made | $ | $ 80,000 | |||||||||||||||||||||||
Minimum deposit per share | $ / shares | $ 0.02 | |||||||||||||||||||||||
Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of class B ordinary shares elected to convert | 1,058,127 | |||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1,058,127 | |||||||||||||||||||||||
Subsequent Event | Minimum | Business Combination Agreement | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | $ | $ 5,000,001 | |||||||||||||||||||||||
Subsequent Event | Minimum | Business Combination Agreement | FST Corp | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Percentage of acquisition as per business combination agreement | 90% | |||||||||||||||||||||||
Subsequent Event | Maximum | Promissory Note - Related party | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Principal amount | $ | $ 1,960,000 | |||||||||||||||||||||||
Principal amount | $ | 1,960,000 | |||||||||||||||||||||||
Class A ordinary shares | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares in a unit | 1 | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Conversion ratio | 1 | 1 | ||||||||||||||||||||||
Number of shares issuable per warrant | 1 | |||||||||||||||||||||||
Class A ordinary shares | Subsequent Event | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Ordinary shares, shares outstanding | 5,000,000 | |||||||||||||||||||||||
Class A ordinary shares | Subsequent Event | Business Combination Agreement | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares in a unit | 1 | |||||||||||||||||||||||
Class A ordinary shares | Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Ordinary shares, shares outstanding | 5,000,000 | |||||||||||||||||||||||
Ordinary shares, shares issued | 5,000,000 | |||||||||||||||||||||||
Class A ordinary shares | Subsequent Event | Cay Co | Business Combination Agreement | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1 | |||||||||||||||||||||||
Number of shares received as a right | 1 | |||||||||||||||||||||||
Class A ordinary shares subject to possible redemption | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares elected to redeem | 7,399,517 | |||||||||||||||||||||||
Redemption price per share | $ / shares | $ 10.47 | $ 10.67 | 10.35 | |||||||||||||||||||||
Aggregate redemption amount | $ | $ 77,500,000 | |||||||||||||||||||||||
Class A ordinary shares subject to possible redemption | Subsequent Event | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Amount remained in trust account | $ | $ 43,000,000 | |||||||||||||||||||||||
Number of shares elected to redeem | 1,658,610 | |||||||||||||||||||||||
Redemption price per share | $ / shares | $ 10.94 | |||||||||||||||||||||||
Aggregate redemption amount | $ | $ 18,100,000 | |||||||||||||||||||||||
Class B ordinary shares | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 | ||||||||||||||||||||||
Ordinary shares, shares issued | 3,250,000 | 3,250,000 | ||||||||||||||||||||||
Class B ordinary shares | Subsequent Event | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants issued | 600,000 | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 2,191,873 | |||||||||||||||||||||||
Amount of additional extension contributions corresponding increase to additional paid in capital | $ | $ 2,851,750 | |||||||||||||||||||||||
Class B ordinary shares | Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Ordinary shares, shares outstanding | 2,191,873 | |||||||||||||||||||||||
Ordinary shares, shares issued | 2,191,873 | |||||||||||||||||||||||
Class B ordinary shares | Subsequent Event | Old Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares acquired | 2,650,000 | |||||||||||||||||||||||
Private Placement Warrants | Subsequent Event | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants issued | 0 | |||||||||||||||||||||||
Private Placement Warrants | Subsequent Event | Old Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants issued | 7,900,000 | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||||||||||||||||
Public Warrants | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants in a unit | 0.50 | |||||||||||||||||||||||
Public Warrants | Subsequent Event | Business Combination Agreement | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants in a unit | 0.5 | |||||||||||||||||||||||
Initial public offering | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of units sold | 13,000,000 | |||||||||||||||||||||||
Purchase price, per share | $ / shares | $ 10 | |||||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ | $ 130,000,000 | |||||||||||||||||||||||
Number of shares in a unit | 1 | 1 | ||||||||||||||||||||||
Deferred underwriting fee | $ | $ 2,275,000 | $ 2,275,000 | ||||||||||||||||||||||
Net proceeds from issuance initial public offering | $ | $ 132,600,000 | |||||||||||||||||||||||
Share price | $ / shares | $ 10.20 | $ 10.67 | ||||||||||||||||||||||
Number of shares issuable per warrant | 1 | |||||||||||||||||||||||
Initial public offering | Public Warrants | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants in a unit | 0.50 | 0.50 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||
Private placement | Private Placement Warrants | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of warrants issued | 7,900,000 | |||||||||||||||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||||||||||||||
Proceeds from private placement | $ | $ 7,900,000 | |||||||||||||||||||||||
Related Party | Promissory Note - Related party | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Amount outstanding | $ | $ 0 | $ 0 | ||||||||||||||||||||||
Related Party | Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Due and payable extension contribution payment | $ | $ 450,000 | |||||||||||||||||||||||
Related Party | Class B ordinary shares | Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Number of shares acquired | 2,650,000 | |||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 600,000 | |||||||||||||||||||||||
Shares considered for transfer | 1,000,000 | |||||||||||||||||||||||
Shares considered for subtraction | 1,000,000 | |||||||||||||||||||||||
Maximum earn out shares | 0.5 | |||||||||||||||||||||||
Maximum earn out shares (in shares) | 250,000 | |||||||||||||||||||||||
Maximum earn out shares other than shares (in shares) | 100,000 | |||||||||||||||||||||||
Related Party | Private Placement Warrants | Subsequent Event | New Sponsor | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||||||||||||||
Number of warrants issued | 7,900,000 | |||||||||||||||||||||||
Number of warrants owned | 0 | |||||||||||||||||||||||
New Sponsor | Class B ordinary shares | ||||||||||||||||||||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||||||||||||||||||||
Estimated fair value of the earnout provision | $ | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - USD ($) | 6 Months Ended | |||||
Oct. 25, 2023 | Apr. 13, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 27, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||||
Cash equivalents | $ 0 | $ 0 | ||||
Cash held | 523,067 | 1,103,214 | ||||
Marketable securities held in Trust Account | $ 58,600,000 | 59,781,445 | 134,512,063 | |||
Unrecognized tax benefits | 0 | 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | ||||
Offering costs | $ 7,647,620 | |||||
Underwriting fees | 2,600,000 | |||||
Deferred underwriting fees | 4,550,000 | |||||
Other offering costs | $ 497,620 | |||||
Offering costs as a reduction of temporary equity | 7,312,389 | |||||
Warrant issuance costs | $ 335,231 | |||||
Amount remained in trust account | $ 58,600,000 | $ 59,781,445 | $ 134,512,063 | |||
Class A ordinary shares subject to possible redemption | ||||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||||
Number of shares redeemed | 7,399,517 | |||||
Redemption price per share | $ 10.47 | $ 10.67 | $ 10.35 | |||
Aggregate redemption amount | $ 77,500,000 | |||||
Class A ordinary shares subject to possible redemption | Subsequent Event | ||||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||||
Marketable securities held in Trust Account | $ 43,000,000 | |||||
Number of shares redeemed | 1,658,610 | |||||
Redemption price per share | $ 10.94 | |||||
Aggregate redemption amount | $ 18,100,000 | |||||
Amount remained in trust account | $ 43,000,000 | |||||
Class B ordinary shares | ||||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||||
Shares subject to forfeiture | 487,500 | 487,500 | 487,500 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A ordinary shares | ||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||
Allocation of net (loss) income | $ 794,567 | $ 1,287,485 | $ 2,223,560 | $ 6,800,096 |
Weighted average shares outstanding, basic | 7,048,215 | 13,000,000 | 9,991,405 | 11,071,429 |
Weighted average shares outstanding, diluted | 7,048,215 | 13,000,000 | 9,991,405 | 11,071,429 |
Basic net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Diluted net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Class B ordinary shares | ||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||
Allocation of net (loss) income | $ 366,382 | $ 321,871 | $ 723,278 | $ 1,996,157 |
Weighted average shares outstanding, basic | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Weighted average shares outstanding, diluted | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Basic net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
Diluted net income per share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.61 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Class A ordinary shares reflected on the condensed balance sheets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Partial Redemption | $ (77,471,024) | |
Class A ordinary shares subject to possible redemption | ||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Gross proceeds from IPO | $ 130,000,000 | |
Fair value of proceeds allocated to Public Warrants | (4,940,000) | |
Fair value of proceeds allocated to overallotment liability | (390,000) | |
Class A ordinary shares issuance cost | (7,312,390) | |
Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering | 2,740,406 | 17,154,453 |
Partial Redemption | (77,471,024) | |
Class A ordinary shares subject to possible redemption | $ 59,781,445 | $ 134,512,063 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 6 Months Ended | |||
Apr. 13, 2023 | Jan. 27, 2022 | Jan. 24, 2022 | Jun. 30, 2023 | |
Initial Public Offering | ||||
Number of units sold | 13,000,000 | |||
Public Warrants | ||||
Initial Public Offering | ||||
Number of warrants in a unit | 0.50 | |||
Public Warrants expiration term after the completion of a business combination | 30 days | |||
Public Warrants expiration term | 5 years | |||
Initial public offering | ||||
Initial Public Offering | ||||
Number of units sold | 13,000,000 | |||
Purchase price, per share | $ 10 | |||
Gross proceeds from issuance initial public offering | $ 130,000,000 | |||
Number of shares in a unit | 1 | 1 | ||
Number of shares issuable per warrant | 1 | |||
Initial public offering | Public Warrants | ||||
Initial Public Offering | ||||
Number of warrants in a unit | 0.50 | 0.50 | ||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 6 Months Ended | ||
Jan. 27, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 7,900,000 | ||
Private placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 7,900,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 7,900,000 | ||
Warrants to be transferred, assigned or sold, term | 30 days |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 6 Months Ended | ||||||
Apr. 01, 2022 USD ($) $ / shares shares | Mar. 10, 2022 USD ($) | Jun. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) D $ / shares shares | Apr. 13, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Jun. 30, 2022 shares | |
RELATED PARTY TRANSACTIONS | ||||||||
Price per share | $ 10.20 | |||||||
Class B ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares subject to forfeiture | shares | 487,500 | 487,500 | 487,500 | |||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||||
Founder shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Founder shares | Maximum | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Shares subject to forfeiture | shares | 487,500 | |||||||
Founder shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares surrendered for cancellation | shares | 487,500 | |||||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||||
Number of shares transferred | shares | 22,000 | |||||||
Fair value | $ | $ 101,640 | |||||||
Price per share | $ 4.62 | |||||||
Stock-based compensation expense recognized | $ | $ 0 | |||||||
Founder shares | Sponsor | Class B ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Consideration received | $ | $ 25,000 | |||||||
Purchase price, per share | $ 0.007 | |||||||
Number of shares issued | shares | 3,737,500 | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note - Related Party (Details) - USD ($) | 6 Months Ended | ||||||||||||||
Feb. 02, 2024 | Jan. 03, 2024 | Nov. 29, 2023 | Oct. 30, 2023 | Jan. 27, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Oct. 25, 2023 | Sep. 30, 2023 | Jun. 28, 2023 | May 30, 2023 | Apr. 27, 2023 | Apr. 13, 2023 | Dec. 31, 2022 | Jun. 02, 2021 | |
RELATED PARTY TRANSACTIONS | |||||||||||||||
Payment of Sponsor promissory note | $ 142,350 | ||||||||||||||
Principal amount | $ 1,050,000 | ||||||||||||||
Amount deposited in trust account | $ 450,000 | $ 132,600,000 | |||||||||||||
Aggregate contribution of sponsor | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||
Promissory Note - Related party | |||||||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||||||
Payment of Sponsor promissory note | $ 142,350 | ||||||||||||||
Amount outstanding | 300,000 | ||||||||||||||
Promissory Note - Related party | Related Party | |||||||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||||||
Amount outstanding | $ 0 | $ 0 | |||||||||||||
Promissory Note - Related party | Subsequent Event | |||||||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||||||
Amount outstanding | $ 480,600 | $ 480,600 | |||||||||||||
Maximum amount can be drawn for extension contributions | $ 160,000 | 450,000 | $ 450,000 | ||||||||||||
Amount deposited in trust account | $ 78,837 | $ 76,512 | $ 80,000 | $ 80,000 | |||||||||||
Promissory Note - Related party | Subsequent Event | Maximum | |||||||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||||||
Principal amount | $ 1,960,000 |
RELATED PARTY TRANSACTIONS - Wo
RELATED PARTY TRANSACTIONS - Working Capital Loans (Details) - Working Capital Loans - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | ||
Working Capital Loans convertible into warrants | $ 1,500,000 | |
Price of warrant | $ 1 | |
Related Party | ||
RELATED PARTY TRANSACTIONS | ||
Amount outstanding | $ 0 | $ 0 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) | 6 Months Ended | |||||||||
Oct. 02, 2023 USD ($) $ / shares shares | Sep. 19, 2023 USD ($) | Sep. 08, 2023 USD ($) | Apr. 13, 2023 shares | Feb. 09, 2023 USD ($) | Jan. 27, 2022 USD ($) $ / shares shares | Jan. 24, 2022 shares | Jun. 30, 2023 USD ($) item shares | Nov. 16, 2023 shares | Dec. 31, 2022 shares | |
COMMITMENTS & CONTINGENCIES | ||||||||||
Maximum number of demands for registration of securities | item | 3 | |||||||||
Payment for legal expenses | $ | $ 350,000 | |||||||||
Number of units sold | 13,000,000 | |||||||||
Deferred underwriting discount | $ | $ 4,550,000 | |||||||||
Number of shares subject to forfeiture | 487,500 | |||||||||
Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Reduction of deferred underwriting fee payable | $ | $ 4,550,000 | |||||||||
Other income attributable to the reduction of deferred underwriting fee allocated to offering costs | $ | 186,550 | |||||||||
Accumulated Deficit | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Waived deferred underwriting commissions payable charged to accumulated deficit | $ | 4,363,450 | |||||||||
Liquidation prior to completion of initial business combination | Shearman and sterling llp | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Payment for legal expenses | $ | $ 250,000 | |||||||||
Initial public offering | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of units sold | 13,000,000 | |||||||||
Number of shares in a unit | 1 | 1 | ||||||||
Payment To Deferred Underwriting Fee | $ | $ 2,275,000 | $ 2,275,000 | ||||||||
Gross proceeds from issuance of Units | $ | $ 130,000,000 | |||||||||
Aggregate price, per share | $ / shares | $ 10 | |||||||||
Class A ordinary shares | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of shares in a unit | 1 | |||||||||
Class A ordinary shares | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Ordinary shares, shares outstanding | 5,000,000 | |||||||||
Class B ordinary shares | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 | ||||||||
Class B ordinary shares | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of shares issued | 25,000 | |||||||||
Ordinary shares, shares outstanding | 2,191,873 | |||||||||
Class B ordinary shares | Shearman and sterling llp | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of shares reserved for legal fee arrangement | 15,000 | |||||||||
Class B ordinary shares | EBC | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of shares issued | 25,000 | |||||||||
Amount of shares issued | $ | $ 27,336 | |||||||||
Aggregate price, per share | $ / shares | $ 1.09 | |||||||||
Underwriting Agreement | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Underwriters option period | 45 days | |||||||||
Number of units sold | 1,950,000 | |||||||||
Cash underwriting discount, percentage | 2% | |||||||||
Underwriter cash discount | $ | $ 2,600,000 | |||||||||
Deferred underwriting discount, percentage | 3.50% | |||||||||
Deferred underwriting discount | $ | $ 4,550,000 | |||||||||
Forward Purchase Agreement | Sponsor Affiliate | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of units sold | 4,000,000 | |||||||||
Gross proceeds from issuance of Units | $ | $ 40,000,000 | |||||||||
Number of Units purchased | 4,000,000 | |||||||||
Business Combination Marketing Agreement | EBC | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Cash fee | $ | $ 2,000,000 | |||||||||
Fee due, if Business Combination is not consummated | $ | $ 0 | |||||||||
Termination payment in ratio | 33.33 | |||||||||
Business Combination Marketing Agreement | EBC | Equity and Equity equivalents | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Placement agents fee (As a percent) | 3.50% | |||||||||
Business Combination Marketing Agreement | EBC | Debt and convertible securities | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Placement agents fee (As a percent) | 2% | |||||||||
Business Combination Marketing Agreement | EBC | Maximum | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Amount of termination payment | $ | $ 1,000,000 | |||||||||
EBC Letter Agreement | EBC | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Percentage of shares held to the shares held by old sponsor and EBC | 5% | |||||||||
Percentage of consideration transferred | 26.70% | |||||||||
Amount paid as a reimbursement of expenses incurred | $ | $ 5,000 | |||||||||
EBC Letter Agreement | EBC | Old Sponsor | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Percentage of consideration transferred | 26.70% | |||||||||
Amount paid as a reimbursement of expenses incurred | $ | $ 5,000 | |||||||||
EBC Letter Agreement | Class B ordinary shares | EBC | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Ordinary shares, shares outstanding | 500,000 | |||||||||
Number of shares subject to forfeiture | 500,000 | |||||||||
EBC Letter Agreement | Class B ordinary shares | EBC | Old Sponsor | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Ordinary shares, shares outstanding | 500,000 | |||||||||
Number of shares subject to forfeiture | 500,000 | |||||||||
Percentage of shares held to the shares held by old sponsor and EBC | 5% | |||||||||
EBC Letter Agreement | Class B ordinary shares | EBC | Related Party | Subsequent Event | ||||||||||
COMMITMENTS & CONTINGENCIES | ||||||||||
Number of shares issued | 25,000 |
SHAREHOLDERS' DEFICIT - Prefere
SHAREHOLDERS' DEFICIT - Preference shares (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary shares (Details) | 6 Months Ended | 12 Months Ended | |||||
Nov. 16, 2023 shares | Nov. 08, 2023 shares | Apr. 13, 2023 $ / shares | Mar. 10, 2022 USD ($) shares | Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 shares | |
SHAREHOLDERS' DEFICIT | |||||||
Class A ordinary shares subject to possible redemption, shares outstanding | 13,000,000 | ||||||
Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Number of class B ordinary shares elected to convert | 1,058,127 | ||||||
Number of shares converted from class B ordinary shares | 1,058,127 | ||||||
New Sponsor | Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Number of class B ordinary shares elected to convert | 1,058,127 | ||||||
Number of shares converted from class B ordinary shares | 1,058,127 | ||||||
Class A ordinary shares | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ratio to be applied to the stock in the conversion | 20 | ||||||
Conversion ratio | 1 | 1 | |||||
Class A ordinary shares | Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares outstanding | 5,000,000 | ||||||
Class A ordinary shares | New Sponsor | Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares issued | 5,000,000 | ||||||
Ordinary shares, shares outstanding | 5,000,000 | ||||||
Class A ordinary shares subject to possible redemption | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Class A ordinary shares subject to possible redemption, shares outstanding | 5,600,483 | 13,000,000 | |||||
Class A ordinary shares not subject to possible redemption | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares issued | 0 | 0 | |||||
Ordinary shares, shares outstanding | 0 | 0 | |||||
Class B ordinary shares | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, votes per share | Vote | 1 | ||||||
Ordinary shares, shares issued | 3,250,000 | 3,250,000 | |||||
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 | |||||
Shares subject to forfeiture | 487,500 | 487,500 | 487,500 | ||||
Consideration of shares forfeited | $ | $ 0 | ||||||
Ratio to be applied to the stock in the conversion | 20 | ||||||
Number of founder shares surrendered | 487,500 | ||||||
Consideration of shares surrendered for cancellation | $ | $ 0 | ||||||
Class B ordinary shares | Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares outstanding | 2,191,873 | ||||||
Class B ordinary shares | New Sponsor | Subsequent Event | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares issued | 2,191,873 | ||||||
Ordinary shares, shares outstanding | 2,191,873 | ||||||
Class B ordinary shares including shares subject to forfeiture | |||||||
SHAREHOLDERS' DEFICIT | |||||||
Ordinary shares, shares outstanding | 3,737,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 418,390 | $ 1,728,000 | |
Gain on expiration of overallotment option | $ 390,000 | ||
Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Number of warrants in a unit | 0.50 | ||
Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 418,390 | 1,728,000 | |
Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 188,500 | 780,000 | |
Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 229,890 | 948,000 | |
Class A ordinary shares | |||
Liabilities, Fair Value Disclosure | |||
Number of shares in a unit | 1 | ||
Quoted Prices in Active Markets (Level 1) | Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 188,500 | 780,000 | |
Quoted Prices in Active Markets (Level 1) | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 188,500 | 780,000 | |
Significant Other Observable Inputs (Level 2) | Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 948,000 | ||
Significant Other Observable Inputs (Level 2) | Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 948,000 | ||
Significant Other Unobservable Inputs (Level 3) | Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 229,890 | ||
Significant Other Unobservable Inputs (Level 3) | Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 229,890 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 6 Months Ended | ||||||||||||||||||||||
Feb. 02, 2024 USD ($) | Jan. 03, 2024 USD ($) | Dec. 22, 2023 USD ($) shares | Nov. 29, 2023 USD ($) | Nov. 16, 2023 shares | Nov. 08, 2023 shares | Oct. 30, 2023 USD ($) | Oct. 25, 2023 USD ($) item $ / shares shares | Oct. 06, 2023 USD ($) $ / shares shares | Oct. 02, 2023 USD ($) $ / shares shares | Sep. 19, 2023 USD ($) | Sep. 08, 2023 USD ($) | Aug. 25, 2023 USD ($) | Apr. 13, 2023 USD ($) $ / shares shares | Jan. 27, 2022 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 28, 2023 USD ($) | May 30, 2023 USD ($) | Apr. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 $ / shares | |
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount remained in trust account | $ | $ 58,600,000 | $ 59,781,445 | $ 134,512,063 | ||||||||||||||||||||
Aggregate contribution of sponsor | $ | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||||||
Maximum contribution per share | $ / shares | $ 0.0375 | ||||||||||||||||||||||
Number of units sold | 13,000,000 | ||||||||||||||||||||||
Number of public shares redeemed | 7,399,517 | ||||||||||||||||||||||
Redemption price per share | $ / shares | $ 10.47 | ||||||||||||||||||||||
Number of public shares remaining outstanding | 5,600,483 | ||||||||||||||||||||||
Principal amount | $ | $ 1,050,000 | ||||||||||||||||||||||
Amount deposited in trust account | $ | 450,000 | $ 132,600,000 | |||||||||||||||||||||
Working capital | $ | $ 316,555 | ||||||||||||||||||||||
Number of shares subject to forfeiture | 487,500 | ||||||||||||||||||||||
Initial public offering | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Payment To Deferred Underwriting Fee | $ | $ 2,275,000 | $ 2,275,000 | |||||||||||||||||||||
Number of units sold | 13,000,000 | ||||||||||||||||||||||
Aggregate price, per share | $ / shares | $ 10 | ||||||||||||||||||||||
Public Warrants | Initial public offering | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||||||||||||||||||
Promissory Note - Related party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | $ | $ 300,000 | ||||||||||||||||||||||
Promissory Note - Related party | Related Party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | $ | $ 0 | $ 0 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares elected to redeem | 7,399,517 | ||||||||||||||||||||||
Aggregate redemption amount | $ | $ 77,500,000 | ||||||||||||||||||||||
Class A ordinary shares | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||||||||||||||||||
Conversion ratio | 1 | 1 | |||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Class B ordinary shares | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 | |||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Due and payable extension contribution payment | $ | $ 450,000 | ||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1,058,127 | ||||||||||||||||||||||
Minimum deposit to be made | $ | $ 1,000,000 | ||||||||||||||||||||||
Maximum number of times that the period can be extended | item | 9 | ||||||||||||||||||||||
Term by which the period shall be extended each time | 1 month | ||||||||||||||||||||||
Number of class B ordinary shares elected to convert | 1,058,127 | ||||||||||||||||||||||
Reduction of deferred underwriting fee payable | $ | 4,550,000 | ||||||||||||||||||||||
Other income attributable to the reduction of deferred underwriting fee allocated to offering costs | $ | (186,550) | ||||||||||||||||||||||
Subsequent Event | Accumulated Deficit | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Waived deferred underwriting commissions payable charged to accumulated deficit | $ | $ (4,363,450) | ||||||||||||||||||||||
Subsequent Event | FST Corp | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount deposited in trust account | $ | $ 80,000 | ||||||||||||||||||||||
Subsequent Event | Private Placement Warrants | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of warrants to purchase shares issued | 0 | ||||||||||||||||||||||
Subsequent Event | Old Sponsor | Private Placement Warrants | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of warrants to purchase shares issued | 7,900,000 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||||||||||||||||||
Subsequent Event | EBC | EBC Letter Agreement | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Percentage of consideration transferred | 26.70% | ||||||||||||||||||||||
Percentage of shares held to the shares held by old sponsor and EBC | 5% | ||||||||||||||||||||||
Amount paid as a reimbursement of expenses incurred | $ | $ 5,000 | ||||||||||||||||||||||
Subsequent Event | New Sponsor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1,058,127 | ||||||||||||||||||||||
Number of class B ordinary shares elected to convert | 1,058,127 | ||||||||||||||||||||||
Subsequent Event | New Sponsor | Related Party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Due and payable extension contribution payment | $ | $ 450,000 | ||||||||||||||||||||||
Subsequent Event | New Sponsor | Private Placement Warrants | Related Party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of warrants issued | 7,900,000 | ||||||||||||||||||||||
Price of warrants | $ / shares | $ 1 | ||||||||||||||||||||||
Number of warrants owned | 0 | ||||||||||||||||||||||
Subsequent Event | Minimum | Business Combination Agreement | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | $ | $ 5,000,001 | ||||||||||||||||||||||
Subsequent Event | Minimum | Business Combination Agreement | FST Corp | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Percentage of acquisition as per business combination agreement | 90% | ||||||||||||||||||||||
Subsequent Event | Promissory Note - Related party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | $ | $ 480,600 | $ 480,600 | |||||||||||||||||||||
Maximum amount can be drawn for extension contributions | $ | $ 160,000 | 450,000 | $ 450,000 | ||||||||||||||||||||
Amount deposited in trust account | $ | $ 78,837 | 76,512 | $ 80,000 | $ 80,000 | |||||||||||||||||||
Working capital | $ | $ 415,738 | 30,600 | |||||||||||||||||||||
Subsequent Event | Promissory Note - Related party | Maximum | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Principal amount | $ | 1,960,000 | ||||||||||||||||||||||
Subsequent Event | Extension from October 27, 2023 to January 27, 2024 | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Minimum deposit to be made | $ | $ 240,000 | ||||||||||||||||||||||
Minimum deposit per share | $ / shares | $ 0.06 | ||||||||||||||||||||||
Subsequent Event | Extension from January 27, 2024 up to October 27, 2024 | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Minimum deposit to be made | $ | $ 80,000 | ||||||||||||||||||||||
Minimum deposit per share | $ / shares | $ 0.02 | ||||||||||||||||||||||
Subsequent Event | Class A ordinary shares subject to possible redemption | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares elected to redeem | 1,658,610 | ||||||||||||||||||||||
Aggregate redemption amount | $ | $ 18,100,000 | ||||||||||||||||||||||
Amount remained in trust account | $ | $ 43,000,000 | ||||||||||||||||||||||
Subsequent Event | Class A ordinary shares | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 5,000,000 | ||||||||||||||||||||||
Subsequent Event | Class A ordinary shares | Cay Co | Business Combination Agreement | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares converted from class B ordinary shares | 1 | ||||||||||||||||||||||
Number of shares received as a right | 1 | ||||||||||||||||||||||
Subsequent Event | Class A ordinary shares | New Sponsor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 5,000,000 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of warrants to purchase shares issued | 600,000 | ||||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||||
Ordinary shares, shares outstanding | 2,191,873 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | Old Sponsor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares acquired | 2,650,000 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | EBC | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount of shares issued | $ | $ 27,336 | ||||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||||
Aggregate price, per share | $ / shares | $ 1.09 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | EBC | EBC Letter Agreement | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 500,000 | ||||||||||||||||||||||
Number of shares subject to forfeiture | 500,000 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | EBC | Related Party | EBC Letter Agreement | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | New Sponsor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Ordinary shares, shares outstanding | 2,191,873 | ||||||||||||||||||||||
Subsequent Event | Class B ordinary shares | New Sponsor | Related Party | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of shares acquired | 2,650,000 | ||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Ordinary shares, shares outstanding | 600,000 |