Perception Capital Corp. IV (RCFAF) 10-Q 11 Sep 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Sep. 11, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	PERCEPTION CAPITAL CORP IV.
Entity Central Index Key	0001870143
Entity File Number	001-41039
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	3109 W. 50th Street
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55410
Entity Phone Fax Numbers [Line Items]
City Area Code	(952)
Local Phone Number	456-5300
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	RCFA.U
Security Exchange Name	NYSE
Class A ordinary shares, 0.0001 par value
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, 0.0001 par value
Trading Symbol	RCFA
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	RCFA WS
Security Exchange Name	NYSE
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		10,527,671
Non-Redeemable Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,749,999
Class B Ordinary Share
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 25,214	$ 222,581
Prepaid expenses	223,894	407,235
Total current assets	249,108	629,816
Cash held in Trust Account	54,330,929	52,977,929
Total Assets	54,580,037	53,607,745
Current liabilities
Accounts payable and accrued expenses	670,905	118,682
Convertible senior secured promissory note	1,150,000	1,000,000
Derivative liability	147,474	7,273
Total current liabilities	1,968,379	1,125,955
Non-current liabilities
Warrant liabilities	1,489,440	1,162,320
Total non-current liabilities	1,489,440	1,162,320
Total Liabilities	3,457,819	2,288,275
COMMITMENTS AND CONTINGENCIES (NOTE 8)
REDEEMABLE CLASS A ORDINARY SHARES
Redeemable Class A ordinary shares, $0.0001 par value; 4,777,672 shares issued and outstanding subject to possible redemption, at approximately $11.35 and $11.07 redemption value at June 30, 2024 and December 31, 2023, respectively	54,230,929	52,877,929
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2024 and December 31, 2023
Additional paid-in capital	2,104,783	3,457,783
Accumulated deficit	(5,214,069)	(5,016,817)
Total Shareholders’ Deficit	(3,108,711)	(1,558,459)
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit	54,580,037	53,607,745
Class A Ordinary Shares
SHAREHOLDERS’ DEFICIT
Ordinary shares value	575	575
Class B Ordinary Shares
SHAREHOLDERS’ DEFICIT
Ordinary shares value

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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
Preference shares, shares outstanding
Redeemable Class A Ordinary Shares
Redeemable Class A ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable Class A ordinary shares, shares issued	4,777,672	4,777,672
Redeemable Class A ordinary shares, shares outstanding	4,777,672	4,777,672
Redeemable Class A ordinary shares, redemption value (in Dollars per share)	$ 11.35	$ 11.07
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
Ordinary shares, shares issued	5,749,999	5,749,999
Ordinary shares, shares outstanding	5,749,999	5,749,999
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	1	1
Ordinary shares, shares outstanding	1	1

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
EXPENSES
General and administrative expenses	$ 467,137	$ 2,516,771	$ 1,082,931	$ 3,830,157
Loss from operations	(467,137)	(2,516,771)	(1,082,931)	(3,830,157)
OTHER INCOME (EXPENSE)
Change in fair value of warrant liabilities	(243,600)	(464,000)	(327,120)	(1,160,000)
Change in fair value of derivative liability	(25,173)		(41,609)
Interest expense – debt discount	(49,296)		(98,592)
Interest earned in Trust Account	680,937	2,188,695	1,353,000	4,733,869
Total other income, net	362,868	1,724,695	885,679	3,573,869
NET (LOSS) INCOME	$ (104,269)	$ (792,076)	$ (197,252)	$ (256,288)
Redeemable Ordinary Shares
OTHER INCOME (EXPENSE)
WEIGHTED AVERAGE SHARES OUTSTANDING OF ORDINARY SHARES, BASIC (in Shares)	4,777,672	17,842,619	4,777,672	20,407,062
NET (LOSS) INCOME PER SHARE, BASIC (in Dollars per share)	$ 0.07	$ 0	$ 0.14	$ 0.05
Non-Redeemable Ordinary Shares
OTHER INCOME (EXPENSE)
WEIGHTED AVERAGE SHARES OUTSTANDING OF ORDINARY SHARES, BASIC (in Shares)	5,750,000	5,750,000	5,750,000	5,750,000
NET (LOSS) INCOME PER SHARE, BASIC (in Dollars per share)	$ (0.07)	$ (0.15)	$ (0.15)	$ (0.21)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable Ordinary Shares
WEIGHTED AVERAGE SHARES OUTSTANDING OF ORDINARY SHARES, DILUTED	4,777,672	17,842,619	4,777,672	20,407,062
NET (LOSS) INCOME PER SHARE, DILUTED	$ 0.07	$ 0	$ 0.14	$ 0.05
Non-Redeemable Ordinary Shares
WEIGHTED AVERAGE SHARES OUTSTANDING OF ORDINARY SHARES, DILUTED	5,750,000	5,750,000	5,750,000	5,750,000
NET (LOSS) INCOME PER SHARE, DILUTED	$ (0.07)	$ (0.15)	$ (0.15)	$ (0.21)

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit - USD ($)	Ordinary Shares Redeemable Class A	Ordinary Shares Class A	Ordinary Shares Class B	Additional paid-in capital	Accumulated deficit	Class A	Total
Balance at Dec. 31, 2022	$ 237,941,214		$ 575		$ (9,906,251)		$ (9,905,676)
Balance (in Shares) at Dec. 31, 2022	23,000,000		5,750,000
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption	$ 2,545,173				(2,545,173)		(2,545,173)
Net income (loss)					535,788		535,788
Balance at Mar. 31, 2023	$ 240,486,387		$ 575		(11,915,636)		(11,915,061)
Balance (in Shares) at Mar. 31, 2023	23,000,000		5,750,000
Balance at Dec. 31, 2022	$ 237,941,214		$ 575		(9,906,251)		(9,905,676)
Balance (in Shares) at Dec. 31, 2022	23,000,000		5,750,000
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption							(5,198,384)
Net income (loss)							(256,288)
Balance at Jun. 30, 2023	$ 138,249,706	$ 575			(15,360,923)		(15,360,348)
Balance (in Shares) at Jun. 30, 2023	13,014,432	5,749,999	1
Balance at Mar. 31, 2023	$ 240,486,387		$ 575		(11,915,636)		(11,915,061)
Balance (in Shares) at Mar. 31, 2023	23,000,000		5,750,000
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption	$ 2,653,211				(2,653,211)		(2,653,211)
Conversion of Non-Redeemable Class B Ordinary Shares to Non-Redeemable Class A Ordinary Shares		$ 575	$ (575)
Conversion of Non-Redeemable Class B Ordinary Shares to Non-Redeemable Class A Ordinary Shares (in Shares)		5,749,999	(5,749,999)
Net income (loss)					(792,076)		(792,076)
Balance at Jun. 30, 2023	$ 138,249,706	$ 575			(15,360,923)		(15,360,348)
Balance (in Shares) at Jun. 30, 2023	13,014,432	5,749,999	1
Redemption of Redeemable Class A Ordinary Shares	$ (104,889,892)
Redemption of Redeemable Class A Ordinary Shares (in Shares)	(9,985,568)
Balance at Dec. 31, 2023	$ 52,877,929	$ 575		3,457,783	(5,016,817)		(1,558,459)
Balance (in Shares) at Dec. 31, 2023	4,777,672	5,749,999	1
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption	$ 672,063			(672,063)			(672,063)
Net income (loss)					(92,983)		(92,983)
Balance at Mar. 31, 2024	$ 53,549,992	$ 575		2,785,720	(5,109,800)		(2,323,505)
Balance (in Shares) at Mar. 31, 2024	4,777,672	5,749,999	1
Balance at Dec. 31, 2023	$ 52,877,929	$ 575		3,457,783	(5,016,817)		(1,558,459)
Balance (in Shares) at Dec. 31, 2023	4,777,672	5,749,999	1
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption							(1,353,000)
Net income (loss)							(197,252)
Balance at Jun. 30, 2024	$ 54,230,929	$ 575		2,104,783	(5,214,069)		(3,108,711)
Balance (in Shares) at Jun. 30, 2024	4,777,672	5,749,999	1
Redemption of Redeemable Class A Ordinary Shares (in Shares)						(23,000,000)
Balance at Mar. 31, 2024	$ 53,549,992	$ 575		2,785,720	(5,109,800)		(2,323,505)
Balance (in Shares) at Mar. 31, 2024	4,777,672	5,749,999	1
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption	$ 680,937			(680,937)			(680,937)
Net income (loss)					(104,269)		(104,269)
Balance at Jun. 30, 2024	$ 54,230,929	$ 575		$ 2,104,783	$ (5,214,069)		$ (3,108,711)
Balance (in Shares) at Jun. 30, 2024	4,777,672	5,749,999	1

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (197,252)	$ (256,288)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities	327,120	1,160,000
Change in fair value of derivative liability	41,609
Interest expense – debt discount	98,592
Interest earned in Trust Account	(1,353,000)	(4,733,869)
Changes in operating assets and liabilities:
Prepaid expenses	183,341	222,536
Accounts payable and accrued expenses	552,223	2,053,312
Net cash flows used in operating activities	(347,367)	(1,554,309)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption		104,889,892
Investment of cash in Trust Account		(464,516)
Net cash flows provided by investing activities		104,425,376
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sponsor notes - related party		2,550,000
Proceeds from promissory note	150,000
Redemption of Redeemable Class A Ordinary Shares		(104,889,892)
Net cash flows provided by (used in) financing activities	150,000	(102,339,892)
NET CHANGE IN CASH	(197,367)	531,175
CASH, BEGINNING OF PERIOD	222,581	41,276
CASH, END OF PERIOD	25,214	572,451
Supplemental disclosure of noncash activities:
Change in value of Class A subject to possible redemption	$ 1,353,000	$ 5,198,384

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2024
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Perception Capital Corp IV. (the “Company”) was incorporated in the Cayman Islands on June 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company’s original sponsor was RCF VII Sponsor LLC, a Delaware limited liability company (the “Original Sponsor”). On November 2, 2023, the Original Sponsor entered into a Securities Purchase Agreement (the “SPA”) with Perception Capital Partners IV LLC (the “Buyer” or “New Sponsor”), pursuant to which, among other things, the Buyer acquired certain of the Original Sponsor’s (i) Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of the Company and (ii) private placement warrants (together with the Class A Ordinary Shares, the “Securities”). On November 6, 2023, in connection with the closing (“Closing”) of the transactions contemplated by the SPA, the Company entered into a Joinder Agreement (the “Joinder”) to that certain Registration Rights Agreement dated November 9, 2021, with the Original Sponsor and New Sponsor. Pursuant the Joinder, New Sponsor will receive the same rights and benefits with respect to its newly acquired Class A Ordinary Shares (as defined below) and private placement warrants as the Original Sponsor has with respect to its Class A Ordinary Shares and private placement warrants. In connection with the Closing of the transactions contemplated by the SPA, on November 6, 2023: (i) each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors, and the Company accepted their resignations; (ii) the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis (the “New Directors”); (iii) each of the Company’s then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively, and the Company accepted their resignations; and (iv) the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President (the “New Officers”) became effective. R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis will serve as members of the Company’s Audit Committee, Nominating Committee and Compensation Committee. On November 6, 2023, the Original Sponsor and New Sponsor consummated the transactions contemplated by the SPA pursuant to which, among other things, New Sponsor acquired certain of the Original Sponsor’s (i) Class A Ordinary Shares and (ii) private placement warrants, subject to the terms and conditions described in the SPA. On January 19, 2024, the Company received a notice from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the NYSE’s continued listing requirements. Specifically, the NYSE advised the Company that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires an NYSE-listed company to maintain a minimum of 300 public stockholders on a continuous basis. The Company submitted a business plan to the NYSE demonstrating the Company’s ability to regain compliance with the NYSE’s rules. The NYSE has accepted the plan and as a result, the Company is subject to quarterly monitoring for compliance with the business plan and the Company’s common stock will continue to trade on the NYSE during the period, subject to the Company’s compliance with other NYSE continued listing requirements. The Company’s units, Class A Ordinary Shares and warrants will continue to be traded on the NYSE under the symbols “RCFA.U”, “RCFA”, and “RCFA WS”, respectively, subject to the Company’s compliance with other NYSE continued listing requirements, with the addition of a suffix indicating the “below compliance” status of its ordinary shares, such as “RCFA.BC.” In the event that the Company fails to restore its compliance with the continued listing standards of Section 802.01B, the Common Stock will be subject to NYSE’s suspension and delisting procedures. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from June 9, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (“Public Offering”), redemptions and activities related to pursuing merger opportunities. The Company will not generate operating revenues prior to the completion of a Business Combination and generates non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering and extension payments as defined under Trust Account Financing The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 9, 2021. The Public Offering closed on November 15, 2021 (the “Closing Date”). Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 11,700,000 warrants to purchase Class A Ordinary Shares (“Private Placement Warrants”) for $1.00 each, or $11,700,000 in the aggregate, in a private placement on the Closing Date (the “Private Placement”). In its Public Offering, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each unit consists of one Class A Ordinary Share and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The Company intends to finance a Business Combination with the remaining proceeds from its $230,000,000 Public Offering and $11,700,000 Private Placement. At the Closing Date, proceeds of $241,700,000, net of underwriting discounts of $4,600,000 and $2,500,000 designated for operational use were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. Transaction costs amounted to $13,267,977, consisting of $12,650,000 of underwriters fees of which $8,050,000 was for Deferred Underwriting Commissions (see Note 8) and $617,977 of other offering costs. The Underwriters have agreed to waive their rights to any Deferred Underwriting Commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. The Deferred Underwriting Commission will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The Underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Underwriting Commission. The Deferred Underwriting Commission has been recorded as a deferred liability on the balance sheets. On October 26, 2023 and November 6, 2023, the underwriters for the Company’s Initial Public Offering, consisting of Barclays Capital Inc. and Citigroup Global Markets Inc., agreed to waive all rights to their respective portion of the underwriting commissions (or approximately $8.1 million) with respect to any future Business Combination. Of the $241,700,000 total proceeds from the Public Offering and Private Placement, $234,600,000 was deposited into the Trust Account on the Closing Date. The funds in the Trust Account 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 which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. The Company is focused on sponsoring the public listing of a company that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance principles and practices through a Business Combination. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Underwriting Commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. Trust Account On May 9, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved several proposals to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to (i) extend the date by which the Company must consummate a Business Combination from May 15, 2023 to May 15, 2024 (the “Extended Date”), (ii) permit the Company’s board of directors, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement, (iii) eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination, and (iv) provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of Business Combination at the election of the holder. Additionally, on May 9, 2023, the Company held the Extraordinary General Meeting, in connection with which, shareholders holding an aggregate of 9,985,568 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.50 per share (the “Redemption”), for an aggregate redemption amount of $104,889,892 of the funds held in the Company’s Trust Account. On December 5, 2023, at an Extraordinary General Meeting (the “Meeting”), shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum”) extending the deadline by which the Company must consummate an initial business combination from May 15, 2024 to November 15, 2024 provided that the Company make a payment into the trust account for the first three-month extension (from December 15, 2023 through March 15, 2024) equal to the lesser of $150,000 or $0.045 per share of Class A Ordinary Shares entitled to redemption rights and thereafter, a payment of equal to the lesser of $50,000 or $0.015 per Public Share per month through November 15, 2024. Shareholders also approved an amendment to change the name of the Company from RCF Acquisition Corp. to Perception Capital Corp IV. In connection with the extensions amendment proposal voted on at the Meeting, shareholders holding an aggregate of 8,236,760 Class A ordinary shares exercised their right to redeem their shares for approximately $10.99 per share, for an aggregate redemption amount of $90,510,679 of the funds held in the Company’s Trust Account. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders (as defined in Note 4 below) and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 4 below) if the Company fails to complete a Business Combination by November 15, 2024. However, if the Initial Shareholders acquire public shares after the Closing Date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination by November 15, 2024. If the Company fails to complete a Business Combination, the redemption of the Company’s public shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining shareholder after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity on the balance sheets, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The funds held in the Trust Account will not be released until the earliest of (i) the completion of a Business Combination, (ii) the redemption of the public shares if the Company has not completed a Business Combination by November 15, 2024, subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated a Business Combination by November 15, 2024 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity. Liquidity, Capital Resources and Going Concern As of June 30, 2024, the Company had $25,214 in its operating bank accounts, $54,330,929 in cash held in the Trust Account (Note 2) to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $1,719,271. Until the consummation of a business combination, the Company will be using the funds held outside of the Trust Account primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of June 30, 2024, will not be sufficient to allow the Company to operate until November 15, 2024, the extended date at which the Company must complete a Business Combination. If the Company is unable to complete a Business Combination by November 15, 2024, then the Company will cease all operations except for the purpose of liquidating. If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) 205-40, “Going Concern,” while the Company expects to have sufficient access to additional sources of capital under the Sponsor Convertible Note, there is no current obligation on the part of the Sponsor to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. In the event that the Company does not consummate a Business Combination on or before November 15, 2024 (or such earlier date as determined by the board of Directors and included in a public announcement), then the Company will cease all operations except for the purpose of liquidating. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from the Sponsor to address the Company’s liquidity condition, the date for mandatory liquidation and subsequent dissolution. The Sponsor is not obligated to advance additional capital. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 15, 2024. Risks and Uncertainties The length and impact of the ongoing military conflict between Russia and Ukraine and the most recent escalation of ongoing conflict in the Middle East are highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. As a result, these could have a negative effect domestically and internationally and the impact of these conflicts are not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
	Jun. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 - Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of June 30, 2024, management determined it should restate its previously reported financial statements for the period ended March 31, 2024. The Company identified that it had not accounted for the extinguishment of the liability related to deferred underwriting commissions pursuant to waivers received in October and November 2023. As a result, the Company did not adhere to, ASC 405 – “Liabilities”, guidance. Due to this error, deferred underwriting commissions were overstated and accumulated deficit were understated. The impact of the error affects the Balance Sheet and Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the period ended March 31, 2024. The restatement had no impact on the Company’s cash position or amount held in the trust account. The Company concluded that the impact of applying correction for these errors and misstatements is material. The impact of the restatement on the Company’s financial statements is reflected in the following tables: Balance Sheet as of March 31, 2024 As Reported Adjustment As Restated Deferred underwriting commissions 8,050,000 (8,050,000 ) - Total non-current liabilities 9,295,840 (8,050,000 ) 1,245,840 Total liabilities 10,883,996 (8,050,000 ) 2,833,996 Accumulated deficit (13,159,800 ) 8,050,000 (5,109,800 ) Total shareholders’ deficit (10,373,505 ) 8,050,000 (2,323,505 ) Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the Three Months Ended March 31, 2024 As Reported Adjustment As Restated Accumulated Deficit (13,159,800 ) 8,050,000 (5,109,800 ) Total shareholders’ deficit (10,373,505 ) 8,050,000 (2,323,505 )

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for audited financial statements. The unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and six months ended June 30, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023 included in the condensed balance sheet have been derived from the restated audited financial statements as of that date. The unaudited condensed financial statements, included herein, should be read in conjunction with the restated audited financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10 K/A for the year ended December 31, 2023. Use of Estimates The reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates reflected in the Company’s financial statements include, but are not limited to, valuation of the warrant liability and the derivative liability. 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 and cash equivalents. The Company did not have any cash equivalents as of June 30, 2024 and December 31, 2023. Cash Held in Trust Account On November 21, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. As of June 30, 2024 and December 31, 2023, the funds in the Trust Account were maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Prior to November 21, 2023, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. The change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for the warrants, redeemable shares and the embedded feature within the Sponsor Convertible Note, which are carried at fair value and redemption value, as discussed below. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: ● Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. ● Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. 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 judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 6 for additional information on assets and liabilities measured at fair value. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as warrant liability on the accompanying balance sheets and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change. Convertible Senior Secured Promissory Note The Company evaluated the Convertible Senior Secured Promissory Note (“Blue Capital Note”) in accordance with ASC 815-15, “Derivatives and Hedging” and concluded that with the exception of the Private Placement Warrants feature for which the fair value of the embedded derivative feature was bifurcated, the remaining debt proceeds received have been allocated to the debt host at Par (i.e., recorded at proceeds received). Pursuant to ASC 470, the Company recorded the fair value of the embedded derivative feature on the balance sheets using the relative fair value method and the related amortization of the debt discount on its statements of operations. The Blue Capital Note and the corresponding embedded derivative feature is recorded as convertible senior secured promissory note and derivative liability, respectively, on the accompanying balance sheets. Redeemable Shares Subject to Possible Redemption All of the 23,000,000 Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital , or in the absence of additional paid-in capital, in retained earnings. At June 30, 2024 and December 31, 2023 the Redeemable Class A Ordinary Shares reflected in the balance sheets is reconciled in the following table: Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 237,941,214 Less: Redemption of Redeemable Class A Ordinary Shares (195,400,571 ) Plus: Waiver of Class A shares issuance costs 7,640,156 Remeasurement of carrying value to redemption value 2,697,130 Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2023 $ 52,877,929 Plus: Remeasurement of carrying value to redemption value 672,063 Redeemable Class A Ordinary Shares subject to possible redemption at March 31, 2024 $ 53,549,992 Plus: Remeasurement of carrying value to redemption value 680,937 Redeemable Class A Ordinary Shares subject to possible redemption at June 30, 2024 $ 54,230,929 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to 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, 2024 and December 31, 2023. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 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 and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, “Stock Compensation”, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period ended June 30, 2024 and 2023. The unrecognized compensation expense related to the Class B ordinary shares at June 30, 2024 was $2,612,244 and will be recorded when the performance condition occurs. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. (Loss) Income Per Ordinary Share The Company’s statements of operations include a presentation of (loss) income per share for redeemable ordinary shares in a manner similar to the two-class method in calculating net (loss) income per ordinary share. Net (loss) income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is computed by dividing the pro rata net income between the Class A redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary shares outstanding for the period, adjusted for the effects of deemed dividend under the assumption that they represent dividends to the holders of Class A redeemable ordinary shares. Net (loss) income per non-redeemable ordinary shares, basic and diluted is computed by dividing the pro rata net income between the Class A redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary shares outstanding for the period. With respect to the accretion of ordinary shares subject to possible redemption and consistent with ASC 480-10-99-3A, “Distinguishing Liabilities and Equity-Overall-SEC Materials,” the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net (loss) income per ordinary share. The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the three and six months ended June 30, 2024 and 2023, the Company did not have any dilutive warrants, securities or other contracts that could potentially be exercised or converted into ordinary shares. A reconciliation of net (loss) income per ordinary share as adjusted for the portion of (loss) income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net (loss) income $ (104,269 ) $ (792,076 ) $ (197,252 ) $ (256,288 ) Less: Accretion of temporary equity to redemption value (680,937 ) (2,653,211 ) (1,353,000 ) (5,198,384 ) Net loss including accretion of temporary equity to redemption value $ (785,206 ) $ (3,445,287 ) $ (1,550,252 ) $ (5,454,672 ) For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Ordinary Shares Numerator: Net loss allocable to Redeemable Ordinary Shares subject to possible redemption Net loss allocable to ordinary shareholders Less: Net loss allocable to Non-Redeemable Ordinary Shares $ (356,342 ) $ (2,605,601 ) $ (703,536 ) $ (4,255,594 ) Add: Deemed dividend to Redeemable Shareholders 680,937 2,653,211 1,353,000 5,198,384 Net income allocable to Redeemable Ordinary Shares subject to possible redemption $ 324,595 $ 47,610 $ 649,464 $ 942,790 Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 4,777,672 17,842,619 4,777,672 20,407,062 Basic and Diluted net income per share $ 0.07 $ 0.00 $ 0.14 $ 0.05 Non-Redeemable Ordinary Shares Numerator: Net loss allocable to Non-Redeemable Ordinary Shares (428,864 ) (839,686 ) (846,716 ) (1,199,078 ) Denominator: Weighted Average Shares Outstanding of Non-Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 5,750,000 5,750,000 Basic and Diluted net loss per share $ (0.07 ) $ (0.15 ) $ (0.15 ) $ (0.21 )

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On June 9, 2021, the Original Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. The Original Sponsor subsequently transferred an aggregate of 402,500 Founder Shares to members of the Company’s board of directors, management team, board of advisors and/or their estate planning vehicles for the same per-share consideration that it originally paid for such shares, resulting in the Original Sponsor holding 5,347,500 Founder Shares. As of the Closing Date, the Initial Shareholders held 5,750,000 Founder Shares. The Founder Shares are identical to the Class A Ordinary Shares sold in the Public Offering except that: ● the Founder Shares are subject to certain transfer restrictions, as described in more detail below; ● the Founder Shares are entitled to registration rights; ● only holders of Class B ordinary shares will have the right to vote in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares); ● the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination by November 15, 2024 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination by November 15, 2023, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination; and ● the founder shares are automatically convertible into Class A Ordinary Shares at the time of the consummation of a Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated memorandum and articles of association. The initial shareholders agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. On May 9, 2023, pursuant to the terms of the Company’s Charter, as amended, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a one-for-one basis into non-redeemable Class A ordinary shares, with immediate effect (see Note 4). Private Placement Warrants On the Closing Date, the Original Sponsor purchased from the Company 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $11,700,000, in a Private Placement that occurred in conjunction with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. 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 and exercisable by the holders on the same basis as the Public Warrants. The New Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination. If the Company does not complete a Business Combination within the extended date of November 15, 2024, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On November 6, 2023, the Original Sponsor and New Sponsor consummated the transactions contemplated by the SPA pursuant to which, among other things, New Sponsor acquired certain of the Original Sponsor’s (i) Class A Ordinary Shares and (ii) Private Placement Warrants, subject to the terms and conditions described in the SPA. Indemnity 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 discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.20 per public share or (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 our indemnity of the Underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Sponsor Notes Sponsor Convertible Note On April 1, 2022, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $5,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. The Sponsor Convertible Note is non-interest bearing and all unpaid principal was initially due and payable in full on the earlier of (i) May 15, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”). If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, into warrants to purchase the Company’s Class A Ordinary Shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s Public Offering. The Sponsor Convertible Note is accounted for within the scope of ASC 815 and as a result, the Company bifurcated from the proceeds allocated to the debt host the fair value of a single derivative that comprises all of the individual features requiring bifurcation. Any remaining debt proceeds will be allocated to the debt host. The fair value of the embedded conversion feature upon the issuance of the Sponsor Convertible Note is de minimis. On May 11, 2023, the Company amended and restated the Sponsor Convertible Note to extend the maturity date from the earlier of (i) May 15, 2023 and (ii) the effective date of a Business Combination to the earlier of (i) May 15, 2024 and (ii) a Business Combination. On November 6, 2023, as required by the SPA, the Company entered into an Omnibus Termination and Release Agreement with the Original Sponsor (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company terminated the Sponsor Convertible Note in connection with the Closing of the transactions contemplated by the SPA. Accordingly, the carrying value under the Sponsor Convertible Note was recognized as a capital contribution from Original Sponsor. As of June 30, 2024 and December 31, 2023, the Company had $0 in total outstanding borrowings under the Sponsor Convertible Note. Issuance of Extension Convertible Promissory Note In the second quarter of 2023, the Company issued a convertible promissory note (the “Extension Convertible Promissory Note”) to the Sponsor with a principal amount up to $3,600,000. The Extension Convertible Promissory Note bears no interest and is repayable in full upon the earlier of (a) the effective date of a Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate a Business Combination by the Extended Date, the Extension Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the Extension Convertible Promissory Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Sponsor. Such warrants will have terms identical to the warrants issued to the Sponsor in a private placement that closed simultaneously with the IPO. On November 6, 2023, as required by the SPA, the Company entered into a Termination Agreement with the Original Sponsor. Pursuant to the Termination Agreement, the Company terminated the Extension Convertible Promissory Note in connection with the Closing of the transactions contemplated by the SPA. In connection with the termination of the Extension Convertible Promissory Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Extension Convertible Promissory Note. Accordingly, the carrying value under the Sponsor Convertible Note was recognized as a capital contribution from Original Sponsor. As of June 30, 2024 and December 31, 2023, the Company had $0 in total outstanding borrowings under the Extension Convertible Promissory Note. Service and Administrative Fees The Company has agreed, commencing on November 10, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to the Company’s management team. The Company had incurred $237,000 under this arrangement. Pursuant to the Termination Agreement, the Company terminated the Administrative Services Agreement, dated November 9, 2021, in connection with the Closing of the transactions contemplated by the SPA. The Original Sponsor forgave and discharged all outstanding fees owed under the Administrative Services Agreement. Accordingly, all outstanding fees, or $237,000, under the Administrative Services Agreement was recognized as a capital contribution from Original Sponsor. For the three and six months ended June 30, 2024 no services and administrative fees were incurred. For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000 in administrative support services, respectively.

Shareholders_ Deficit

Shareholders’ Deficit	6 Months Ended
	Jun. 30, 2024
Shareholders’ Deficit [Abstract]
Shareholders’ Deficit	Note 5 - Shareholders’ Deficit Preference shares no Class A Ordinary Shares 10,527,671shares In addition, the proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration the Company would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Business Combination or redeem any shares and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. On May 9, 2023, the Company eliminated from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination. Class B ordinary shares 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. 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 Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) 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), plus (ii) the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities 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, deemed issued or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Company Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. On May 9, 2023, pursuant to the terms of the Company’s Charter, as amended by the amendments to the Charter, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a one-for-one basis into nonredeemable Class A Ordinary Shares, with immediate effect. Following such conversion, as of June 30, 2024, the Company had an aggregate of 5,749,999 Non-Redeemable Class A Ordinary shares issued and outstanding, and one Class B ordinary share issued and outstanding. The Non-Redeemable Class A Ordinary Shares and the Class B ordinary share contain the same terms and provisions and performance condition.

Warrant Liability

Warrant Liability	6 Months Ended
	Jun. 30, 2024
Warrant Liability [Abstract]
Warrant Liability	Note 6 - Warrant Liability As of June 30, 2024 and December 31, 2023, the Company had 23,200,000 warrants issued in the Public Offering consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, which are accounted for in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value, with the change in the fair value recognized in the Company’s statements of operations. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such shares of ordinary shares. Notwithstanding the foregoing, if a registration statement covering the shares of ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per Class A Ordinary Shares equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, and ● if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Company, Sponsor or its permitted transferees. Redemption of warrants when the price per Class A Ordinary Shares equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Company Class A ordinary shares except as otherwise described in “Description of Securities - Warrants - Public Shareholders’ Warrants”; in the Public Offering prospectus; and ● if, and only if, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities - Warrants - Public Shareholders’ Warrants - Anti-dilution Adjustments” in the Public Offering prospectus) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A Ordinary Shares for the above purpose shall mean the volume weighted average price of the Company’s Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Any redemption of the warrants for Class A Ordinary Shares will apply to both the Public Warrants and the Private Placement Warrants. No fractional Class A Ordinary Shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of Class A Ordinary Shares to be issued to the holder. If the Company calls the Public Warrants for redemption, Company management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares of ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities. Dividend Policy The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to the Company’s initial business combination will be within the discretion of the Company’s board of directors at such time.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 7 - Fair Value Measurements As of June 30, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $54,330,929 and $52,977,929 in demand deposit account, respectively. The fair values of cash, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2024 and December 31, 2023 due to the short maturities of such instruments. The following table presents information about the Company’s derivative assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ 738,300 $ — $ 738,300 Private Placement Warrants — 751,140 — 751,140 Derivative liability — — 147,474 147,474 Total $ — $ 1,489,440 $ 147,474 $ 1,636,914 As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ 576,150 $ — $ 576,150 Private Placement Warrants — 586,170 — 586,170 Derivative liability — — 7,273 7,273 Total $ — $ 1,162,320 $ 7,273 $ 1,169,593 Transfer to or from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the year ended December 31, 2023 when the Public Warrants were not actively traded. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the year ended December 31, 2022 when the Public Warrants were separately listed and traded in January 2022. As of June 30, 2024, the estimated fair value of the derivative liability is determined using Level 3 inputs. The key inputs into the present value model for the derivative liability were as follows at each draw on the Blue Capital Note (Note 8): Valuation date Volatility Market Exercise Risk free Term of June 30, 2024 199.7 % $ 0.0642 $ 0.10 4.87 % 1.58 The following table presents the changes in the fair value of the derivative liability: Derivative Fair value as of December 31, 2023 $ 7,273 Change in fair value 16,436 Amortization of debt discount 49,296 Fair value as of March 31, 2024 $ 73,005 Change in fair value 25,173 Amortization of debt discount 49,296 Fair value as of June 30, 2024 $ 147,474 As of December 31, 2023, the estimated fair value of the derivative liability is determined using Level 3 inputs. The key inputs into the present value model for the derivative liability were as follows at each draw on the Blue Capital Note (Note 8): Valuation date Volatility Market Exercise Risk free Term of November 24, 2023 176.0 % $ 0.0787 $ 0.10 5.01 % 1.75 December 15, 2023 190.3 % $ 0.0746 $ 0.10 4.60 % 1.69 December 28, 2023 194.4 % $ 0.0501 $ 0.10 4.45 % 1.66 December 31, 2023 194.8 % $ 0.0501 $ 0.10 4.43 % 1.65 The following table presents the changes in the fair value of the derivative liability: Derivative Fair value as of December 31, 2022 $ — Issuance of derivative liability 131,456 Change in fair value (9,159 ) Unamortized debt discount (131,456 ) Amortization of debt discount 16,432 Fair value as of December 31, 2023 $ 7,273

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 8 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A Ordinary Shares) pursuant to a registration rights agreement to be signed on the effective date of the Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion of such shares to Class A Ordinary Shares). These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters purchased 3,000,000 Units to cover over-allotments at the Public Offering price, less the underwriting commissions, bringing the total amount of Units purchased by the Underwriters to 23,000,000 Units. The Underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the Underwriters will be entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. On October 26, 2023 and November 6, 2023, Barclays Capital Inc. and Citigroup Global Markets Inc., respectively, the underwriters for the Company’s Initial Public Offering, agreed to waive all rights to their respective portion of the Deferred Underwriting Commission. Convertible Senior Secured Promissory Note The Company issued a Convertible Senior Secured Promissory Note on November 6, 2023, to Blue Capital Management Partners, LLP (“Blue Capital”) with a principal amount up to Two Million Dollars ($2,000,000) (the “Blue Capital Note”). The Blue Capital Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates a Business Combination, (ii) the date of the liquidation of the Company and (iii) December 31, 2024. Concurrent with the closing of the Business Combination, any amounts outstanding under the Blue Capital Note (or any portion thereof) will automatically convert into Class A Ordinary Shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”) at a conversion price equal to $1.00 per share, and the Original Sponsor will forfeit an equal number of Class A Ordinary Shares that it owns pursuant to the SPA. Additionally, from the closing of the Business Combination until the date that is eighteen (18) months after such closing, the Company has the right to purchase from New Sponsor up to 4,533,750 of the warrants that New Sponsor acquired from Original Sponsor upon the Closing of the SPA, at a price of $0.10 per private placement warrant. If immediately prior to the closing of the Business Combination, the Maximum Amount has not yet been paid to the Company, Blue Capital shall have the right to pay any remaining amounts to the Company before the closing of the Business Combination. If the Company has not entered into a definitive agreement for a Business Combination by February 29, 2024 or there is an Event of Default (as defined in the Blue Capital Note), the Company must issue to Blue Capital 173,913 Class A Ordinary Shares, within five business days of the closing of the Business Combination. Business Combination Agreement On December 5, 2023, the Company, Blue Gold Limited, a Cayman Islands company limited by shares (“PubCo”), and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) pursuant to which, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement, (i) BGHL and PubCo shall consummate a share exchange (the “Exchange”) pursuant to which PubCo will purchase all of the issued and outstanding shares of BGHL in exchange for PubCo Ordinary Shares; (ii) the Company and a to-be-formed subsidiary of PubCo (“Merger Sub”) will merge (the “Merger”) with the Company surviving the merger as a wholly owned subsidiary of PubCo. On May 2, 2024, the Company and Blue Gold Holdings Limited (“BGHL”), entered into that certain Amended and Restated Business Combination Agreement (the “Amended BCA”) to, among other things, restructure the transaction as follows: (i) the Company shall form a wholly owned subsidiary (“Merger Sub”), (ii) at the merger effective time, Merger Sub shall merge with and into BGHL, or its successor entity as set forth in the Amended BCA, and (iii) BGHL shall continue as the surviving entity and wholly owned subsidiary of the Company, and to (iv) make changes to certain representations and conditions to the Closing to match the revised structure.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events Management evaluated subsequent events that occurred after the balance sheet date through the date of issuance of these financial statements and other than as noted below, no subsequent events required adjustment or disclosure. On September 6, 2024 the Company approved and entered two material agreements: Warrant Exchange Agreement: pari passu Preferred Stock Purchase Agreement:

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (104,269)	$ (92,983)	$ (792,076)	$ 535,788	$ (197,252)	$ (256,288)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for audited financial statements. The unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and six months ended June 30, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023 included in the condensed balance sheet have been derived from the restated audited financial statements as of that date. The unaudited condensed financial statements, included herein, should be read in conjunction with the restated audited financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10 K/A for the year ended December 31, 2023.
Use of Estimates	Use of Estimates The reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates reflected in the Company’s financial statements include, but are not limited to, valuation of the warrant liability and the derivative liability.
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 and cash equivalents. The Company did not have any cash equivalents as of June 30, 2024 and December 31, 2023.
Cash Held in Trust Account	Cash Held in Trust Account On November 21, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. As of June 30, 2024 and December 31, 2023, the funds in the Trust Account were maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Prior to November 21, 2023, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. The change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for the warrants, redeemable shares and the embedded feature within the Sponsor Convertible Note, which are carried at fair value and redemption value, as discussed below.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: ● Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. ● Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. 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 judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 6 for additional information on assets and liabilities measured at fair value.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as warrant liability on the accompanying balance sheets and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change.
Convertible Senior Secured Promissory Note	Convertible Senior Secured Promissory Note The Company evaluated the Convertible Senior Secured Promissory Note (“Blue Capital Note”) in accordance with ASC 815-15, “Derivatives and Hedging” and concluded that with the exception of the Private Placement Warrants feature for which the fair value of the embedded derivative feature was bifurcated, the remaining debt proceeds received have been allocated to the debt host at Par (i.e., recorded at proceeds received). Pursuant to ASC 470, the Company recorded the fair value of the embedded derivative feature on the balance sheets using the relative fair value method and the related amortization of the debt discount on its statements of operations. The Blue Capital Note and the corresponding embedded derivative feature is recorded as convertible senior secured promissory note and derivative liability, respectively, on the accompanying balance sheets.
Redeemable Shares Subject to Possible Redemption	Redeemable Shares Subject to Possible Redemption All of the 23,000,000 Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital , or in the absence of additional paid-in capital, in retained earnings. At June 30, 2024 and December 31, 2023 the Redeemable Class A Ordinary Shares reflected in the balance sheets is reconciled in the following table: Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 237,941,214 Less: Redemption of Redeemable Class A Ordinary Shares (195,400,571 ) Plus: Waiver of Class A shares issuance costs 7,640,156 Remeasurement of carrying value to redemption value 2,697,130 Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2023 $ 52,877,929 Plus: Remeasurement of carrying value to redemption value 672,063 Redeemable Class A Ordinary Shares subject to possible redemption at March 31, 2024 $ 53,549,992 Plus: Remeasurement of carrying value to redemption value 680,937 Redeemable Class A Ordinary Shares subject to possible redemption at June 30, 2024 $ 54,230,929
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to 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, 2024 and December 31, 2023. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Stock Compensation Expense	Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 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 and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, “Stock Compensation”, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period ended June 30, 2024 and 2023. The unrecognized compensation expense related to the Class B ordinary shares at June 30, 2024 was $2,612,244 and will be recorded when the performance condition occurs.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
(Loss) Income Per Ordinary Share	(Loss) Income Per Ordinary Share The Company’s statements of operations include a presentation of (loss) income per share for redeemable ordinary shares in a manner similar to the two-class method in calculating net (loss) income per ordinary share. Net (loss) income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is computed by dividing the pro rata net income between the Class A redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary shares outstanding for the period, adjusted for the effects of deemed dividend under the assumption that they represent dividends to the holders of Class A redeemable ordinary shares. Net (loss) income per non-redeemable ordinary shares, basic and diluted is computed by dividing the pro rata net income between the Class A redeemable ordinary share and the non-redeemable ordinary share by the weighted average number of ordinary shares outstanding for the period. With respect to the accretion of ordinary shares subject to possible redemption and consistent with ASC 480-10-99-3A, “Distinguishing Liabilities and Equity-Overall-SEC Materials,” the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net (loss) income per ordinary share. The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the three and six months ended June 30, 2024 and 2023, the Company did not have any dilutive warrants, securities or other contracts that could potentially be exercised or converted into ordinary shares. A reconciliation of net (loss) income per ordinary share as adjusted for the portion of (loss) income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net (loss) income $ (104,269 ) $ (792,076 ) $ (197,252 ) $ (256,288 ) Less: Accretion of temporary equity to redemption value (680,937 ) (2,653,211 ) (1,353,000 ) (5,198,384 ) Net loss including accretion of temporary equity to redemption value $ (785,206 ) $ (3,445,287 ) $ (1,550,252 ) $ (5,454,672 ) For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Ordinary Shares Numerator: Net loss allocable to Redeemable Ordinary Shares subject to possible redemption Net loss allocable to ordinary shareholders Less: Net loss allocable to Non-Redeemable Ordinary Shares $ (356,342 ) $ (2,605,601 ) $ (703,536 ) $ (4,255,594 ) Add: Deemed dividend to Redeemable Shareholders 680,937 2,653,211 1,353,000 5,198,384 Net income allocable to Redeemable Ordinary Shares subject to possible redemption $ 324,595 $ 47,610 $ 649,464 $ 942,790 Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 4,777,672 17,842,619 4,777,672 20,407,062 Basic and Diluted net income per share $ 0.07 $ 0.00 $ 0.14 $ 0.05 Non-Redeemable Ordinary Shares Numerator: Net loss allocable to Non-Redeemable Ordinary Shares (428,864 ) (839,686 ) (846,716 ) (1,199,078 ) Denominator: Weighted Average Shares Outstanding of Non-Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 5,750,000 5,750,000 Basic and Diluted net loss per share $ (0.07 ) $ (0.15 ) $ (0.15 ) $ (0.21 )

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract]
Schedule of Balance Sheet	The impact of the restatement on the Company’s financial statements is reflected in the following tables: Balance Sheet as of March 31, 2024 As Reported Adjustment As Restated Deferred underwriting commissions 8,050,000 (8,050,000 ) - Total non-current liabilities 9,295,840 (8,050,000 ) 1,245,840 Total liabilities 10,883,996 (8,050,000 ) 2,833,996 Accumulated deficit (13,159,800 ) 8,050,000 (5,109,800 ) Total shareholders’ deficit (10,373,505 ) 8,050,000 (2,323,505 )
Schedule of Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit	Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the Three Months Ended March 31, 2024 As Reported Adjustment As Restated Accumulated Deficit (13,159,800 ) 8,050,000 (5,109,800 ) Total shareholders’ deficit (10,373,505 ) 8,050,000 (2,323,505 )

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Schedule of Redeemable Class A Ordinary Shares Reflected in the Balance Sheets	At June 30, 2024 and December 31, 2023 the Redeemable Class A Ordinary Shares reflected in the balance sheets is reconciled in the following table: Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 237,941,214 Less: Redemption of Redeemable Class A Ordinary Shares (195,400,571 ) Plus: Waiver of Class A shares issuance costs 7,640,156 Remeasurement of carrying value to redemption value 2,697,130 Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2023 $ 52,877,929 Plus: Remeasurement of carrying value to redemption value 672,063 Redeemable Class A Ordinary Shares subject to possible redemption at March 31, 2024 $ 53,549,992 Plus: Remeasurement of carrying value to redemption value 680,937 Redeemable Class A Ordinary Shares subject to possible redemption at June 30, 2024 $ 54,230,929
Schedule of Reconciliation of Net (Loss) Income Per Ordinary Share	A reconciliation of net (loss) income per ordinary share as adjusted for the portion of (loss) income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net (loss) income $ (104,269 ) $ (792,076 ) $ (197,252 ) $ (256,288 ) Less: Accretion of temporary equity to redemption value (680,937 ) (2,653,211 ) (1,353,000 ) (5,198,384 ) Net loss including accretion of temporary equity to redemption value $ (785,206 ) $ (3,445,287 ) $ (1,550,252 ) $ (5,454,672 )
Schedule of Redeemable Ordinary Shares	For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Ordinary Shares Numerator: Net loss allocable to Redeemable Ordinary Shares subject to possible redemption Net loss allocable to ordinary shareholders Less: Net loss allocable to Non-Redeemable Ordinary Shares $ (356,342 ) $ (2,605,601 ) $ (703,536 ) $ (4,255,594 ) Add: Deemed dividend to Redeemable Shareholders 680,937 2,653,211 1,353,000 5,198,384 Net income allocable to Redeemable Ordinary Shares subject to possible redemption $ 324,595 $ 47,610 $ 649,464 $ 942,790 Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 4,777,672 17,842,619 4,777,672 20,407,062 Basic and Diluted net income per share $ 0.07 $ 0.00 $ 0.14 $ 0.05 Non-Redeemable Ordinary Shares Numerator: Net loss allocable to Non-Redeemable Ordinary Shares (428,864 ) (839,686 ) (846,716 ) (1,199,078 ) Denominator: Weighted Average Shares Outstanding of Non-Redeemable Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 5,750,000 5,750,000 Basic and Diluted net loss per share $ (0.07 ) $ (0.15 ) $ (0.15 ) $ (0.21 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s derivative assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ 738,300 $ — $ 738,300 Private Placement Warrants — 751,140 — 751,140 Derivative liability — — 147,474 147,474 Total $ — $ 1,489,440 $ 147,474 $ 1,636,914 As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ 576,150 $ — $ 576,150 Private Placement Warrants — 586,170 — 586,170 Derivative liability — — 7,273 7,273 Total $ — $ 1,162,320 $ 7,273 $ 1,169,593
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs	The key inputs into the present value model for the derivative liability were as follows at each draw on the Blue Capital Note (Note 8): Valuation date Volatility Market Exercise Risk free Term of June 30, 2024 199.7 % $ 0.0642 $ 0.10 4.87 % 1.58 Valuation date Volatility Market Exercise Risk free Term of November 24, 2023 176.0 % $ 0.0787 $ 0.10 5.01 % 1.75 December 15, 2023 190.3 % $ 0.0746 $ 0.10 4.60 % 1.69 December 28, 2023 194.4 % $ 0.0501 $ 0.10 4.45 % 1.66 December 31, 2023 194.8 % $ 0.0501 $ 0.10 4.43 % 1.65
Schedule of Fair Value of the Derivative Liability	The following table presents the changes in the fair value of the derivative liability: Derivative Fair value as of December 31, 2023 $ 7,273 Change in fair value 16,436 Amortization of debt discount 49,296 Fair value as of March 31, 2024 $ 73,005 Change in fair value 25,173 Amortization of debt discount 49,296 Fair value as of June 30, 2024 $ 147,474 Derivative Fair value as of December 31, 2022 $ — Issuance of derivative liability 131,456 Change in fair value (9,159 ) Unamortized debt discount (131,456 ) Amortization of debt discount 16,432 Fair value as of December 31, 2023 $ 7,273

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)						6 Months Ended
	Nov. 15, 2024	Dec. 05, 2023	Oct. 26, 2023	May 09, 2023	Nov. 15, 2021	Jun. 30, 2024	Sep. 06, 2024	Mar. 15, 2024	Dec. 31, 2023	Nov. 02, 2023
Description of Organization and Business Operations [Line Items]
Net of underwriting discounts						$ 4,600,000
Deposited into the trust account						2,500,000
Transaction costs						13,267,977
Underwriting fees						12,650,000
Deferred underwriting commissions						8,050,000
Underwriting commissions			$ 8,100,000
Proceeds from the public offering and private placement						$ 241,700,000
Maturity days						185 days
Percentage of aggregate fair market value of assets						80%
Net tangible assets				$ 5,000,001
Payment into trust account								$ 150,000
Shares issued price per share (in Dollars per share)								$ 0.045
Business days						10 days
Interest to pay dissolution expenses						$ 100,000
Prior consummation business days						2 days
Operating bank accounts						$ 25,214
Securities held in the trust account						54,330,929			$ 52,977,929
Working capital						$ 1,719,271
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Aggregate of warrants to purchase share (in Shares)					11,700,000	11,700,000
Exercise price (in Dollars per share)					$ 1	$ 1
Proceeds received from private placement					$ 11,700,000
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Exercise price (in Dollars per share)						1
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Common stock par value (in Dollars per share)						0.0001			$ 0.0001
Exercise price (in Dollars per share)						11.5
Per unit (in Dollars per share)						12
Exercised shares (in Shares)		8,236,760		9,985,568
Exercised redemption price (in Dollars per share)		$ 10.99		$ 10.5
Aggregate redemption amount		$ 90,510,679		$ 104,889,892
Class A Ordinary Shares [Member] | Securities Purchase Agreement [Member]
Description of Organization and Business Operations [Line Items]
Common stock par value (in Dollars per share)										$ 0.0001
Class B Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Common stock par value (in Dollars per share)				$ 0.0001		$ 0.0001			$ 0.0001
Forecast [Member]
Description of Organization and Business Operations [Line Items]
Shares issued price per share (in Dollars per share)	$ 0.015
Payment of lesser	$ 50,000
Forecast [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Percentage Obligation To Redeem Public Shares.	100%
Forecast [Member] | Business Combination [Member] | Trust Account [Member]
Description of Organization and Business Operations [Line Items]
Percentage Obligation To Redeem Public Shares.	100%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Sold units (in Shares)					23,000,000
Per unit (in Dollars per share)					$ 10
Sale of stock description						Each unit consists of one Class A Ordinary Share and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Gross proceeds						$ 241,700,000
Deposited into the trust account						234,600,000
Other offering costs						617,977
IPO [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Gross proceeds						230,000,000
Private Placement [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Proceeds received from private placement						$ 11,700,000
Private Placement [Member] | Forecast [Member]
Description of Organization and Business Operations [Line Items]
Aggregate of warrants to purchase share (in Shares)							9,067,500

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of Balance Sheet	Mar. 31, 2024 USD ($)
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Deferred underwriting commissions	$ 8,050,000
Total non-current liabilities	9,295,840
Total liabilities	10,883,996
Accumulated deficit	(13,159,800)
Total shareholders’ deficit	(10,373,505)
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Deferred underwriting commissions	(8,050,000)
Total non-current liabilities	(8,050,000)
Total liabilities	(8,050,000)
Accumulated deficit	8,050,000
Total shareholders’ deficit	8,050,000
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Deferred underwriting commissions
Total non-current liabilities	1,245,840
Total liabilities	2,833,996
Accumulated deficit	(5,109,800)
Total shareholders’ deficit	$ (2,323,505)

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit	Mar. 31, 2024 USD ($)
As Reported [Member]
Schedule of Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit [Line Items]
Accumulated Deficit	$ (13,159,800)
Total shareholders’ deficit	(10,373,505)
Adjustment [Member]
Schedule of Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit [Line Items]
Accumulated Deficit	8,050,000
Total shareholders’ deficit	8,050,000
As Restated [Member]
Schedule of Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit [Line Items]
Accumulated Deficit	(5,109,800)
Total shareholders’ deficit	$ (2,323,505)

Significant Accounting Polici_3

Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Significant Accounting Policies [Line Items]
Federal depository insurance coverage limit	$ 250,000
Class A Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Redemption shares (in Shares) | shares	23,000,000
Class B Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Unrecognized compensation expense	$ 2,612,244

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Redeemable Class A Ordinary Shares Reflected in the Balance Sheets - Redeemable Class A Ordinary Shares [Member] - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Schedule of Redeemable Class A Ordinary Shares Reflected in the Balance Sheets [Line Items]
Redeemable Class A Ordinary Shares subject to possible redemption	$ 53,549,992	$ 52,877,929	$ 237,941,214
Less:
Redemption of Redeemable Class A Ordinary Shares			(195,400,571)
Plus:
Waiver of Class A shares issuance costs			7,640,156
Remeasurement of carrying value to redemption value	680,937	672,063	2,697,130
Redeemable Class A Ordinary Shares subject to possible redemption	$ 54,230,929	$ 53,549,992	$ 52,877,929

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Reconciliation of Net (Loss) Income Per Ordinary Share - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Reconciliation of Net (Loss) Income Per Ordinary Share [Abstract]
Net (loss) income	$ (104,269)	$ (92,983)	$ (792,076)	$ 535,788	$ (197,252)	$ (256,288)
Less: Accretion of temporary equity to redemption value	(680,937)	$ (672,063)	(2,653,211)	$ (2,545,173)	(1,353,000)	(5,198,384)
Net loss including accretion of temporary equity to redemption value	$ (785,206)		$ (3,445,287)		$ (1,550,252)	$ (5,454,672)

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable Ordinary Shares [Member]
Numerator: Net loss allocable to Redeemable Ordinary Shares subject to possible redemption
Less: Net loss allocable to Non-Redeemable Ordinary Shares	$ (356,342)	$ (2,605,601)	$ (703,536)	$ (4,255,594)
Add: Deemed dividend to Redeemable Shareholders	680,937	2,653,211	1,353,000	5,198,384
Net income allocable to Redeemable Ordinary Shares subject to possible redemption	$ 324,595	$ 47,610	$ 649,464	$ 942,790
Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares
Basic Weighted Average Shares Outstanding (in Shares)	4,777,672	17,842,619	4,777,672	20,407,062
Basic net income (loss)per share (in Dollars per share)	$ 0.07	$ 0	$ 0.14	$ 0.05
Non Redeemable Ordinary Shares [Member]
Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares
Basic Weighted Average Shares Outstanding (in Shares)	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss)per share (in Dollars per share)	$ (0.07)	$ (0.15)	$ (0.15)	$ (0.21)
Non-Redeemable Ordinary Shares
Numerator: Net loss allocable to Non-Redeemable Ordinary Shares	$ (428,864)	$ (839,686)	$ (846,716)	$ (1,199,078)

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable Ordinary Shares [Member]
Schedule of Ordinary Shares [Line Items]
Diluted Weighted Average Shares Outstanding	4,777,672	17,842,619	4,777,672	20,407,062
Diluted net income (loss)per share	$ 0.07	$ 0	$ 0.14	$ 0.05
Non Redeemable Ordinary Shares [Member]
Schedule of Ordinary Shares [Line Items]
Diluted Weighted Average Shares Outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Diluted net income (loss)per share	$ (0.07)	$ (0.15)	$ (0.15)	$ (0.21)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					3 Months Ended		6 Months Ended
	Nov. 15, 2024	May 09, 2023	Nov. 10, 2021	Jun. 09, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023	Apr. 01, 2022	Nov. 15, 2021
Related Party Transaction [Line Items]
Business combination term							1 year
Number of trading days							20 days
Period commencing days							30 years
After the initial business combination							150 days
Saleable after completion of a business combination							30 days
Share price per share (in Dollars per share)					$ 10.2		$ 10.2
Borrowing amount									$ 5,000,000
Convertible debt					$ 0		$ 0	$ 0
Administrative services			$ 237,000		$ 30,000		$ 60,000
Extension Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Convertible price per share (in Dollars per share)					$ 1		$ 1
Convertible debt					$ 0		$ 0	$ 0
Principal amount						$ 3,600,000
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Private placement warrants shares (in Shares)					11,700,000		11,700,000			11,700,000
Warrants price per share (in Dollars per share)					$ 1		$ 1			$ 1
Proceeds from private placement warrants							$ 11,700,000
Proceeds from convertible debt							$ 1,500,000
Sponsor [Member]
Related Party Transaction [Line Items]
Share price per share (in Dollars per share)					10.2		$ 10.2
Business Combination [Member]
Related Party Transaction [Line Items]
Warrants price per share (in Dollars per share)					1		$ 1
Founder Shares [Member]
Related Party Transaction [Line Items]
Sponsor purchased shares (in Shares)				5,347,500
Initial shareholders held (in Shares)							5,750,000
Service and Administrative Fees [Member]
Related Party Transaction [Line Items]
Per month for office space			$ 10,000
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Administrative services							$ 237,000
Board of Directors Chairman [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Sponsor purchased shares (in Shares)				402,500
Class B Ordinary Shares [Member]
Related Party Transaction [Line Items]
Ordinary shares, par value (in Dollars per share)		$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001
Common stock shares outstanding (in Shares)		5,750,000			1		1	1
Converted shares issued (in Shares)		5,749,999
Class B Ordinary Shares [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Sponsor purchased shares (in Shares)				5,750,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001
Aggregate price				$ 25,000
Class A Ordinary Shares [Member]
Related Party Transaction [Line Items]
Ordinary shares, par value (in Dollars per share)					$ 0.0001		$ 0.0001	$ 0.0001
Sale price per share (in Dollars per share)					$ 12		$ 12
Common stock shares outstanding (in Shares)					5,749,999		5,749,999	5,749,999
Warrants price per share (in Dollars per share)					$ 11.5		$ 11.5
Class A Ordinary Shares [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants price per share (in Dollars per share)					11.5		11.5
Class A Ordinary Shares [Member] | Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Convertible price per share (in Dollars per share)					$ 1		$ 1
Forecast [Member] | Business Combination [Member]
Related Party Transaction [Line Items]
Percentage obligation To redeem public shares	100%

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - USD ($)		3 Months Ended	6 Months Ended
	May 09, 2023	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Shareholders’ Deficit [Line Items]
Preference shares, shares authorized			1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Net tangible assets (in Dollars)	$ 5,000,001
Conversion basis percentage			20%
Stock convert	5,749,999
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par or stated value per share (in Dollars per share)			$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding			5,749,999	5,749,999
Common stock, share issued			5,749,999	5,749,999
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares issued			4,777,672	4,777,672
Ordinary shares outstanding			4,777,672	4,777,672
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par or stated value per share (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding	5,750,000		1	1
Common stock, share issued			1	1
Ordinary shares vote			one
Stock convert	5,750,000
Non-Redeemable Class A Ordinary shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares outstanding			5,749,999	5,749,999
Common stock, share issued			5,749,999	5,749,999
Common Stock [Member] | Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Stock convert		5,749,999
Common Stock [Member] | Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares outstanding			10,527,671	10,527,671
Common stock, share issued			10,527,671	10,527,671
Common Stock [Member] | Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Stock convert		(5,749,999)

Warrant Liability (Details)

Warrant Liability (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Warrant Liability [Line Items]
Exercisable days	30 days
Warrant term	5 years
Redemption of warrant price per share	$ 10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 18
Trading days	20 days
Trading days	30 days
Market value price per share	$ 9.2
Percentage of market value	60%
Warrant [Member]
Warrant Liability [Line Items]
Redemption of warrant price per share	$ 0.1
Minimum threshold written notice period for redemption of public warrants	30 days
Sale of price per share	$ 10
Market value per share	$ 9.2
Percentage of market value per share	115%
Public Warrants [Member]
Warrant Liability [Line Items]
Warrant issued (in Shares)	11,500,000	11,500,000
Private Placement Warrant [Member]
Warrant Liability [Line Items]
Warrant issued (in Shares)	11,700,000	11,700,000
Warrants price	$ 0.01
Class A ordinary shares [Member]
Warrant Liability [Line Items]
Warrants price	11.5
Share price per share	0.361
Class A ordinary shares [Member] | Warrant [Member]
Warrant Liability [Line Items]
Redemption of warrant price per share	18
Warrants price	$ 11.5
IPO [Member] | Warrant [Member]
Warrant Liability [Line Items]
Warrant issued (in Shares)	23,200,000	23,200,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurements [Abstract]
Assets held in trust account	$ 54,330,929	$ 52,977,929

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Liabilities:
Liabilities	$ 1,636,914	$ 1,169,593
Public Warrants [Member]
Liabilities:
Liabilities	738,300	576,150
Private Placement Warrants [Member]
Liabilities:
Liabilities	751,140	586,170
Derivative Liability [Member]
Liabilities:
Liabilities	147,474	7,273
Recurring Basis [Member] | Level 1 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Level 2 [Member]
Liabilities:
Liabilities	1,489,440	1,162,320
Recurring Basis [Member] | Level 3 [Member]
Liabilities:
Liabilities	147,474	7,273
Recurring Basis [Member] | Public Warrants [Member] | Level 1 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Public Warrants [Member] | Level 2 [Member]
Liabilities:
Liabilities	738,300	576,150
Recurring Basis [Member] | Public Warrants [Member] | Level 3 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Private Placement Warrants [Member] | Level 1 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Private Placement Warrants [Member] | Level 2 [Member]
Liabilities:
Liabilities	751,140	586,170
Recurring Basis [Member] | Private Placement Warrants [Member] | Level 3 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Derivative Liability [Member] | Level 1 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Derivative Liability [Member] | Level 2 [Member]
Liabilities:
Liabilities
Recurring Basis [Member] | Derivative Liability [Member] | Level 3 [Member]
Liabilities:
Liabilities	$ 147,474	$ 7,273

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs - Level 3 [Member]	Jun. 30, 2024	Dec. 31, 2023	Dec. 28, 2023	Dec. 15, 2023	Nov. 24, 2023
Volatility [Member]
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs [Line Items]
Derivative liability measurement input	199.7	194.8	194.4	190.3	176
Market warrant price [Member]
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs [Line Items]
Derivative liability measurement input	0.0642	0.0501	0.0501	0.0746	0.0787
Exercise price [Member]
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs [Line Items]
Derivative liability measurement input	0.1	0.1	0.1	0.1	0.1
Risk free rate [Member]
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs [Line Items]
Derivative liability measurement input	4.87	4.43	4.45	4.6	5.01
Term of warrant exercise [Member]
Schedule of Fair Value of the Derivative Liability Determined Using Level 3 Inputs [Line Items]
Derivative liability measurement input	1.58	1.65	1.66	1.69	1.75

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Fair Value of the Derivative Liability - Derivative Liability [Member] - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended	24 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
Schedule of Fair Value of the Derivative Liability [Line Items]
Fair value at beginning	$ 73,005	$ 7,273	$ 7,273
Issuance of derivative liability				131,456
Change in fair value	25,173	16,436		(9,159)
Unamortized debt discount				(131,456)
Amortization of debt discount	49,296	49,296			$ 16,432
Fair value at ending	$ 147,474	$ 73,005	$ 147,474	$ 7,273	$ 7,273

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			6 Months Ended
	Feb. 29, 2024	Nov. 06, 2023	Jun. 30, 2024
Commitments and Contingencies [Line Items]
Underwriting discount, percentage			2%
Gross proceeds of underwriting discount (in Dollars)			$ 4,600,000
Deferred underwriting commission, percentage			3.50%
Deferred underwriting commission amount (in Dollars)			$ 8,050,000
Conversion price per share (in Dollars per share)		$ 1
Warrant purchased		4,533,750
Warrant price (in Dollars per share)		$ 0.1
Share issued	173,913
Blue Capital Management Partners, LLP [Member]
Commitments and Contingencies [Line Items]
Ordinary shares, par value (in Dollars per share)		$ 0.0001
Underwriter [Member]
Commitments and Contingencies [Line Items]
Underwriters purchased amount			23,000,000
Convertible Senior Secured Promissory Note [Member] | Blue Capital Management Partners, LLP [Member]
Commitments and Contingencies [Line Items]
Principal amount (in Dollars)		$ 2,000,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Underwriters purchased amount			3,000,000

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member]	Sep. 06, 2024 USD ($) shares
Subsequent Events [Line Items]
Aggregate preference shares	609,250
Conversion shares	20
Aggregate consideration (in Dollars) | $	$ 700,000
Conversion date	61 years
Exchange Shares [Member]
Subsequent Events [Line Items]
Conversion ratio	1
BCMP Services Limited [Member]
Subsequent Events [Line Items]
Conversion shares	2
Class A Ordinary Shares [Member] | Exchange Shares [Member]
Subsequent Events [Line Items]
Warrant shares	755,625
Private Placement [Member]
Subsequent Events [Line Items]
Warrant shares	9,067,500