CSLM Acquisition (CSLUF) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	CSLM ACQUISITION CORP.
Entity Central Index Key	0001875493
Entity File Number	001-41219
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	98-1602789
Entity Incorporation, State or Country Code	E9
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 Address, Address Line One	2400 E. Commercial Boulevard
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Ft. Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33308
City Area Code	954
Local Phone Number	315-9381
Entity Information, Former Legal or Registered Name	Consilium Acquisition Corp I Ltd.
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CSLM
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant
Trading Symbol	CSLMU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CSLMW
Security Exchange Name	NASDAQ
Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights to acquire one-tenth of one Class A ordinary share
Trading Symbol	CSLMR
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,515,936
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 91,139	$ 138,283
Prepaid expenses	72,957	15,848
Due from related party	31,849	31,849
Other receivable	35,000	0
Marketable securities held in Trust Account	52,866,260	51,976,918
Total Assets	53,097,205	52,162,898
Current liabilities:
Accounts payable	47,913	132,349
Accrued expenses	693,894	471,830
Promissory note – related party	1,830,000	1,230,000
Accrued interest - related party	46,875	28,288
Deferred underwriting commissions	6,641,250	6,641,250
Total Liabilities	9,259,932	8,503,717
Commitments and Contingencies (Note 7)
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 4,772,187 shares subject to redemption as of March 31, 2024 and December 31, 2023	52,866,260	51,976,918
Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(9,029,461)	(8,318,211)
Total Shareholders' Deficit	(9,028,987)	(8,317,737)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	53,097,205	52,162,898
Common Class A [Member]
Shareholders' Deficit:
Ordinary shares	474	474
Common Class B [Member]
Shareholders' Deficit:
Ordinary shares	$ 0	$ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Subject to Possible Redemption Class A Ordinary Shares [Member]
Temporary Equity, Shares Issued	4,772,187	4,772,187
Temporary equity, shares outstanding	4,772,187	4,772,187
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	500,000,000	500,000,000
Temporary Equity, Shares Issued	4,772,187	4,772,187
Temporary equity, shares outstanding	4,772,187	4,772,187
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	4,743,749	4,743,749
Common Stock, Shares, Outstanding	4,743,749	4,743,749
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	1	1
Common Stock, Shares, Outstanding	1	1

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Insurance expense	$ 63,454	$ 117,801
Dues and subscriptions	38,881	103,146
Administrative expenses – related party	30,000	0
Legal and accounting expenses	415,328	263,626
Interest, general and administrative expenses	18,587	2,049
Operating expenses	566,250	486,622
Loss from operations	(566,250)	(486,622)
Other income:
Realized gain on marketable securities held in Trust Account	0	2,105,252
Dividends on marketable securities held in Trust Account	679,342	0
Covenant Fees	35,000	0
Total other income, net	714,342	2,105,252
Net income	$ 148,092	$ 1,618,630
Redeemable Class A [Member]
Other income:
Basic weighted average shares outstanding	4,772,187	18,975,000
Diluted weighted average shares outstanding	4,772,187	18,975,000
Basic net income	$ 0.11	$ 0.09
Diluted net income	$ 0.11	$ 0.09
Class A Non Redeemable [Member]
Other income:
Basic weighted average shares outstanding	4,743,749	0
Diluted weighted average shares outstanding	4,743,749	0
Basic net income	$ (0.08)	$ 0
Diluted net income	$ (0.08)	$ 0
Class B Non Redeemable [Member]
Other income:
Basic weighted average shares outstanding	1	4,743,750
Diluted weighted average shares outstanding	1	4,743,750
Basic net income	$ (0.08)	$ (0.02)
Diluted net income	$ (0.08)	$ (0.02)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit - USD ($)	Total	Additional paid-in capital [Member]	Accumulated deficit [Member]	Common Class A [Member] Common Stock [Member]	Common Class A [Member] Common Stock [Member] Common Stock Subject to Mandatory Redemption [Member]	Common Class B [Member] Common Stock [Member]
Balance Beginning, Shares at Dec. 31, 2022				0	18,975,000	4,743,750
Balance Beginning at Dec. 31, 2022	$ (6,489,299)	$ 0	$ (6,489,773)	$ 0	$ 194,767,885	$ 474
Sponsor waiver of administrative services fees	0
Remeasurement of Class A ordinary shares subject to redemption	(2,105,252)		(2,105,252)		$ 2,105,252
Net income (loss)	1,618,630		1,618,630
Balance Ending, Shares at Mar. 31, 2023				0	18,975,000	4,743,750
Balance Ending at Mar. 31, 2023	(6,975,921)	0	(6,976,395)	$ 0	$ 196,873,137	$ 474
Balance Beginning, Shares at Dec. 31, 2023				4,743,749	4,772,187	1
Balance Beginning at Dec. 31, 2023	(8,317,737)	0	(8,318,211)	$ 474	$ 51,976,918	$ 0
Sponsor waiver of administrative services fees	30,000	30,000
Remeasurement of Class A ordinary shares subject to redemption	(889,342)	(30,000)	(859,342)		$ 889,342
Net income (loss)	148,092		148,092
Balance Ending, Shares at Mar. 31, 2024				4,743,749	4,772,187	1
Balance Ending at Mar. 31, 2024	$ (9,028,987)	$ 0	$ (9,029,461)	$ 474	$ 52,866,260	$ 0

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net income	$ 148,092	$ 1,618,630
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Realized gains on marketable securities held in Trust Account		(2,105,252)
Accrued dividends on marketable securities held in Trust Account	(232,399)
Sponsor waiver of administrative services fees	30,000
Covenant Fees	(35,000)	0
Changes in current assets and current liabilities:
Prepaid expense	(57,109)	52,699
Accounts payable	(84,436)	22,537
Accrued expenses	222,064	138,007
Accrued interest - related party	18,587	832
Net cash provided by (used) in operating activities	9,799	(272,547)
Cash Flows from Investing Activities:
Purchase of treasury and other marketable securities	(656,943)	(195,081,594)
Proceeds from redemption of treasury securities		195,081,594
Net cash used in investing activities	(656,943)	0
Cash Flows from Financing Activities:
Proceeds from promissory note – related party	600,000	300,000
Net cash provided by financing activities	600,000	300,000
Net Change in Cash	(47,144)	27,453
Cash – Beginning of the period	138,283	224,474
Cash – End of the period	91,139	251,927
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$ 889,342	$ 2,105,252

Organization and Business Backg

Organization and Business Background	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Background	NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND Organization and General CSLM ACQUISITION CORP. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated 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”). We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. The Company’s unaudited condensed financial statements include CSLM Merger Sub, Inc., a wholly-owned subsidiary of CSLM Acquisition Corp. and are presented on a consolidated basis (the “Financial Statements”). The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity from April 13, 2021 (inception) through March 31, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and pursuit of a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating On July 13, 2023, the Company submitted a certificate of incorporation of name change to the Cayman Islands Registry of Companies to change our name from “Consilium Acquisition Corp I, LTD.” to “CSLM Acquisition Corp.”. The name change of the Company to CSLM Acquisition Corp. was effected on Nasdaq at the open of trading on July 18, 2023 and continued trading under the same ticker symbol “CSLM”. The name change does not affect the rights of the Company’s securities holders. Financing On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the “Units”), including the issuance of 2,475,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), one right to acquire one-tenth one-half Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights. A total of $2,250,000 was deposited to the Company’s operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the Company’s completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination by October 18, 2024 after depositing $70,000 into the Trust Account for each one month Extension or (B) with respect to any other provision relating to shareholders’ rights or pre-initial On July 13, 2023 as approved by its shareholders at an extraordinary general meeting held on July 13, 2023 (the “Special Meeting”), The Company, and its trustee, Continental Stock Transfer & Trust Company amended (the “Amendment”) the Investment Management Trust Agreement, dated as of January 12, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) and the Company, in order to allow the Company to extend the time to complete a business combination by fifteen (15) additional one (1) month periods until, October 18, 2024 (the “Termination Date” or the “Combination Period”). The Company is required to deposit $70,000 into the Trust Account for each of the fifteen (15) additional one (1) month extension periods. At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until October 18, 2024 and the Amendment in accordance with the Company’s Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”). In connection with the shareholders’ vote at the Special Meeting, 14,202,813 Class A shares were tendered for redemption. Shareholders validly redeemed their shares for $149,486,187, or approximately $10.53 per class A share. The trustee processed the redemptions on July 11, 2023 and distributed amounts from the Trust Account to the redeeming shareholders on July 26, 2023. Immediately after the Special Meeting, the Company extended the time to complete the business combination by one (1) month to August 18, 2023, and deposited the sum of $70,000 into the Trust Account, to extend the time to complete the business combination to April 18, 2024. On April 11, 2024, the Company deposited $ into the Trust Account to extend the time to complete the business combination by one (1) month from April 18, 2024 to May 18, 2024 (see Note 9). Merger Agreement On January 22, 2024, the Company entered into a Merger Agreement, by and among the Company, CSLM Merger Sub Inc. (“Merger Sub”), and Fusemachines Inc., a Delaware corporation (“Fusemachines”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Fusemachines, after which Fusemachines will be the surviving corporation and a wholly owned subsidiary of the Company. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine and the middle east. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration As of March 31, 2024 and December 31, 2023, the Company had $91,139 and $138,283 in cash, respectively, and a working capital deficit of $2,387,737 and 1,676,487, respectively, excluding Marketing Securities held in the Trust Account and the Deferred Underwriter Fee liability. The Company’s liquidity needs through March 31, 2024 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and an unsecured promissory note bearing interest at 4.75% per annum for working capital needs. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the Financial Statements are issued. Management plans to address this uncertainty through related party loans from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates (“Working Capital Loans”) (see Note 5) and effecting a Business Combination. However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial Net Income (Loss) Per Ordinary Share The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable two-class non-redeemable non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2024 (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 Net income $ 148,092 Remeasurement of Class A redeemable shares to redemption value (889,342 ) Net loss including remeasurement of temporary equity to redemption value $ (741,250 ) For the Three Months Ended March 31, 2024 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Total number of shares 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share Numerator: Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage (371,733 ) (369,517 ) 0 Deemed dividend for remeasurement of temporary equity to redemption value 889,342 —  0 Total net income (loss) allocated by class $ 517,609 $ (369,517 ) $ 0 Denominator: Weighted-average shares outstanding 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share $ 0.11 $ (0.08 ) $ (0.08 ) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2023 (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 Net income $ 1,618,630 Remeasurement of Class A redeemable shares to redemption value (2,105,252 ) Net loss including remeasurement of temporary equity to redemption value $ (486,622 ) For the Three Months Ended March 31, 2023 Class A Redeemable Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Basic and diluted net income per share: Numerator: Allocation of net loss including remeasurement of temporary equity $ (389,298 ) $ (97,324 ) Deemed dividend for remeasurement of temporary equity to redemption value 2,105,252 —  Total net income (loss) allocated by class $ 1,715,954 $ (97,324 ) Denominator: Weighted-average shares outstanding 18,975,000 4,743,750 Basic and diluted net income (loss) per share $ 0.09 $ (0.02 ) Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, if a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, 815-40”) Ordinary Shares Subject to Possible Redemption Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. Accordingly, at March 31, 2024, 4,772,187 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption 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 Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose benefits The Company is considered an exempted Cayman Islands Company and Covenant Fees Pursuant to the Merger Agreement, Fusemachines is covenanted to deliver to the Company its audited financial statements for the twelve month periods ended December 31, 2023 and 2022 (the “Fusemachines Audited Financial Statements”) for inclusion in the registration statement on Form S-4 to be filed by the Company in connection with the Business Combination (the “Registration Statement”), and that such Fusemachines Audited Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. Fusemachines has covenanted to provide the Fusemachines Audited Financial Statements no later than February 29, 2024, or incur delay fees in the amount equal to $35,000 for the first one-month delay to March 31, 2024 (pro-rated for a partial month), $50,000 for the second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month). As of March 31, 2024, Fusemachines has not provided the Fusemachines Audited Financial Statements to the Company. As such, the Company has recorded $35,000 of covenant fees as other income on the condensed consolidated statements of operations for the three months ended March 31, 2024 and as an other receivable on the condensed consolidated balance sheets as of March 31, 2024. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for a The Company has considered all new accounting pronouncements and has concluded that there are no additional

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,975,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, one right and one-half An aggregate of $10.10 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor pursuant to which the Sponsor purchased an aggregate of 7,942,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating proceeds of $7,942,500 in the aggregate in a private placement that occurred substantially concurrently with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In July 2021, the Sponsor purchased 4,743,750 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represented approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In August 2021, the Sponsor transferred 50,000 founder shares to each of the Company’s independent director nominees. The Company will account for the transfer of founder shares under ASC 718-10-15-4 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into a support services agreement, commencing on the effective date of the initial public offering, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor has waived all payments under the support services agreement. The Company has recorded the waived payments as capital contributions from the Sponsor and has recorded $30,000 and $0 to the consolidated statements of operations for the three months ended March 31, 2024 and 2023. Promissory Note — Related Party In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On January 18, 2022, the Company repaid $206,313 for amounts outstanding under the Promissory Note balance, resulting in an overpayment of $25,000. The Company also made payments related to Sponsor invoices. These items are recorded within due from related party on the condensed balance sheet as of March 31, 2024 and December 31, 2023. In February 2023, the Sponsor issued an unsecured promissory note to the Company (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The WC Promissory Note bears interest at a rate of 4.75% per annum and is payable on the earlier of the date by which the Company has to complete a business combination or the effective date of a business combination. On January 18, 2024, the Company issued an amended and restated promissory note (the “A&R WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 2,000,000 Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SHAREHOLDERS' DEFICIT	NOTE 6 — SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 5,000,000 shares of preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2024 and December 31, 2023, there were no shares of preference shares issued or outstanding. Class A Ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 redeemable Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. On July 13, 2023, the Company issued 4,743,749 shares of its non-redeemable non-redeemable non-redeemable non-redeemable . Class B Ordinary shares — The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. On July 13, 2023, the Company issued 4,743,749 shares of its non-redeemable ) shares of Class B ordinary shares issued and outstanding. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one as-converted Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth pre-business one-tenth The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the share of Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a) (9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A 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 Class A 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8 — FAIR VALUE MEASUREMENTS At March 31, 2024 and December 31, 2023, the Company’s marketabl re-measurement re- The following table presents the fair value information, as of March 31, 2024 and December 31, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) As of March 31, 2024 Assets: Treasury Trust Funds held in Trust Account $ 52,866,260 $ —  $ —  As of December 31, 2023 Assets: Treasury Trust Funds held in Trust Account $ 51,976,918 $ —  $ —

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS On April 11, 2024, the Company deposited $70,000 into the Trust Account to extend the time to

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable two-class non-redeemable non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2024 (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 Net income $ 148,092 Remeasurement of Class A redeemable shares to redemption value (889,342 ) Net loss including remeasurement of temporary equity to redemption value $ (741,250 ) For the Three Months Ended March 31, 2024 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Total number of shares 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share Numerator: Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage (371,733 ) (369,517 ) 0 Deemed dividend for remeasurement of temporary equity to redemption value 889,342 —  0 Total net income (loss) allocated by class $ 517,609 $ (369,517 ) $ 0 Denominator: Weighted-average shares outstanding 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share $ 0.11 $ (0.08 ) $ (0.08 ) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2023 (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 Net income $ 1,618,630 Remeasurement of Class A redeemable shares to redemption value (2,105,252 ) Net loss including remeasurement of temporary equity to redemption value $ (486,622 ) For the Three Months Ended March 31, 2023 Class A Redeemable Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Basic and diluted net income per share: Numerator: Allocation of net loss including remeasurement of temporary equity $ (389,298 ) $ (97,324 ) Deemed dividend for remeasurement of temporary equity to redemption value 2,105,252 —  Total net income (loss) allocated by class $ 1,715,954 $ (97,324 ) Denominator: Weighted-average shares outstanding 18,975,000 4,743,750 Basic and diluted net income (loss) per share $ 0.09 $ (0.02 )
Fair value of Financial Instruments	Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, if a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Warrants and Rights	Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, 815-40”)
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. Accordingly, at March 31, 2024, 4,772,187 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption 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
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose benefits The Company is considered an exempted Cayman Islands Company and Covenant Fees Pursuant to the Merger Agreement, Fusemachines is covenanted to deliver to the Company its audited financial statements for the twelve month periods ended December 31, 2023 and 2022 (the “Fusemachines Audited Financial Statements”) for inclusion in the registration statement on Form S-4 to be filed by the Company in connection with the Business Combination (the “Registration Statement”), and that such Fusemachines Audited Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. Fusemachines has covenanted to provide the Fusemachines Audited Financial Statements no later than February 29, 2024, or incur delay fees in the amount equal to $35,000 for the first one-month delay to March 31, 2024 (pro-rated for a partial month), $50,000 for the second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month). As of March 31, 2024, Fusemachines has not provided the Fusemachines Audited Financial Statements to the Company. As such, the Company has recorded $35,000 of covenant fees as other income on the condensed consolidated statements of operations for the three months ended March 31, 2024 and as an other receivable on the condensed consolidated balance sheets as of March 31, 2024.
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for a The Company has considered all new accounting pronouncements and has concluded that there are no additional

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Earnings Per Share Basic and Diluted	The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2024 (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 Net income $ 148,092 Remeasurement of Class A redeemable shares to redemption value (889,342 ) Net loss including remeasurement of temporary equity to redemption value $ (741,250 ) For the Three Months Ended March 31, 2024 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Total number of shares 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share Numerator: Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage (371,733 ) (369,517 ) 0 Deemed dividend for remeasurement of temporary equity to redemption value 889,342 —  0 Total net income (loss) allocated by class $ 517,609 $ (369,517 ) $ 0 Denominator: Weighted-average shares outstanding 4,772,187 4,743,749 1 Basic and diluted net income (loss) per share $ 0.11 $ (0.08 ) $ (0.08 ) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2023 (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 Net income $ 1,618,630 Remeasurement of Class A redeemable shares to redemption value (2,105,252 ) Net loss including remeasurement of temporary equity to redemption value $ (486,622 ) For the Three Months Ended March 31, 2023 Class A Redeemable Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Basic and diluted net income per share: Numerator: Allocation of net loss including remeasurement of temporary equity $ (389,298 ) $ (97,324 ) Deemed dividend for remeasurement of temporary equity to redemption value 2,105,252 —  Total net income (loss) allocated by class $ 1,715,954 $ (97,324 ) Denominator: Weighted-average shares outstanding 18,975,000 4,743,750 Basic and diluted net income (loss) per share $ 0.09 $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Summary of the Fair Value Hierarchy the Company's Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis	The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) As of March 31, 2024 Assets: Treasury Trust Funds held in Trust Account $ 52,866,260 $ —  $ —  As of December 31, 2023 Assets: Treasury Trust Funds held in Trust Account $ 51,976,918 $ —  $ —

Organization and Business Bac_2

Organization and Business Background - Additional Information (Detail) - USD ($)					3 Months Ended		12 Months Ended
	Apr. 11, 2024	Aug. 18, 2023	Jul. 13, 2023	Jan. 18, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Jul. 11, 2023	Jun. 29, 2023	Feb. 27, 2023
Common stock, conversion basis				one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant	20
Common stock, par or stated value per share				$ 0.0001
Purchase of ordinary share				1	1
Purchase of ordinary share, per share				$ 11.5	$ 11.5
Shares issued, price per share				$ 10
Proceeds from issuance initial public offering				$ 189,750,000	$ 191,647,500
Proceeds from issuance of warrants							$ 7,942,500
Class of warrants or rights redemption price per unit							$ 10
Company's operating account					2,250,000
Percentage of public shares to be redeemed in case business combination is not consummated				100%				100%
Cash					91,139			$ 138,283
Assets held in trust			$ 70,000
Payments to acquire restricted investments	$ 70,000	$ 70,000		$ 191,647,500	630,000
Amount to be deposited in the trust account for each extension			$ 70,000
Delayed fee payable one month from now					35,000
Delay fees payable two months from now					50,000
Delay of filing fee third month and thereafter per month					70,000
Net working capital (deficit)					2,387,737			1,676,487
Covenant fees receivable net current					35,000			$ 0
Other non operating income miscellaneous fee					$ 35,000	$ 0
Commercial Paper [Member]
Debt instrument interest rate											4.75%
Sponsor [Member]
Minimum notice period to be given to the holders of warrants							30 days
Private Placement Warrants [Member] | Sponsor [Member]
Class of warrant or right issued during period warrants							7,942,500
Sale of stock, price per share					$ 1		$ 1
IPO [Member]
Stock issued during period, shares				18,975,000	18,975,000
Shares issued, price per share					$ 10
Over-Allotment Option [Member]
Stock issued during period, shares				2,475,000
Common Class A [Member]
Stock issued during period, shares			4,743,749
Common stock, conversion basis				one
Common stock, par or stated value per share					$ 0.0001			$ 0.0001
Temporary equity, shares outstanding					4,772,187			4,772,187	14,202,813	14,202,813
Temporary equity, aggregate amount of redemption requirement					$ 149,486,187				$ 149,486,187	$ 149,486,187
Temporary equity, redemption price per share									$ 10.53
Common Class B [Member]
Stock issued during period, shares			4,743,749
Common stock, par or stated value per share					$ 0.0001			$ 0.0001
Common Class B [Member] | Sponsor [Member]
Common stock, par or stated value per share					$ 0.0001
Stock shares issued during the period for services value					$ 25,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)				3 Months Ended
	Apr. 11, 2024	Aug. 18, 2023	Jan. 18, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 11, 2023	Jun. 29, 2023
Proceeds from issuance initial public offering	$ 70,000	$ 70,000	$ 191,647,500	$ 630,000
Term of restricted investments			185 days
Percentage of public shares to be redeemed in case business combination is not consummated			100%			100%
Effective income tax rate reconciliation, percent				50%
Unrecognized tax benefits				$ 0		$ 0
Unrecognized tax benefits, income tax penalties and interest accrued				$ 0		$ 0
Redeemable Class A [Member]
Temporary equity, shares outstanding				4,772,187	18,975,000
Allocation of net income loss percentage				80%	20%
Non Redeemable Class A and Class B [Member]
Allocation of net income loss percentage				80%	20%
Common Class A [Member]
Temporary equity, shares outstanding				4,772,187		4,772,187	14,202,813	14,202,813
Temporary equity, aggregate amount of redemption requirement				$ 149,486,187			$ 149,486,187	$ 149,486,187
From The Completion Of Business Combination [Member]
Period after which the warrants are exercisable			12 months

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net income (loss)	$ 148,092	$ 1,618,630
Remeasurement of Class A redeemable shares to redemption value	(889,342)	(2,105,252)
Net loss including remeasurement of temporary equity to redemption value	$ (741,250)	$ (486,622)
Redeemable Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	4,772,187	18,975,000
Net income (loss)	$ (371,733)	$ (389,298)
Deemed dividend for remeasurement of temporary equity to redemption value	889,342	2,105,252
Total net income (loss) allocated by class	$ 517,609	$ 1,715,954
Weighted average shares outstanding	4,772,187	18,975,000
Weighted average shares outstanding	4,772,187	18,975,000
Basic net income (loss) per share	$ 0.11	$ 0.09
diluted net income (loss) per share	$ 0.11	$ 0.09
Class A Non Redeemable [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	4,743,749	4,743,750
Net income (loss)	$ (369,517)	$ (97,324)
Deemed dividend for remeasurement of temporary equity to redemption value	0	0
Total net income (loss) allocated by class	$ (369,517)	$ (97,324)
Weighted average shares outstanding	4,743,749	4,743,750
Weighted average shares outstanding	4,743,749	4,743,750
Basic net income (loss) per share	$ (0.08)	$ (0.02)
diluted net income (loss) per share	$ (0.08)	$ (0.02)
Class B Non Redeemable [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	1
Net income (loss)	$ 0
Deemed dividend for remeasurement of temporary equity to redemption value	0
Total net income (loss) allocated by class	$ 0
Weighted average shares outstanding	1
Weighted average shares outstanding	1
Basic net income (loss) per share	$ (0.08)
diluted net income (loss) per share	$ (0.08)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares			3 Months Ended
	Jul. 13, 2023	Jan. 18, 2022	Mar. 31, 2024
Initial Public Offering [Line Items]
Shares issued, price per share		$ 10
Class of warrant or right, exercise price of warrants or rights		$ 11.5	$ 11.5
Purchase of ordinary share		1	1
Common Class A [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares	4,743,749
IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares		18,975,000	18,975,000
Shares issued, price per share			$ 10
IPO [Member] | U.S. government securities [Member]
Initial Public Offering [Line Items]
Shares issued, price per share			10.1
IPO [Member] | Public Warrant [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 11.5
Purchase of ordinary share			1

Private Placement - Addtional I

Private Placement - Addtional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Jan. 18, 2022
Class of Warrant or Right [Line Items]
Proceeds from issuance of warrants	$ 7,942,500
Purchase of ordinary share		1	1
Purchase of ordinary share, per share		$ 11.5	$ 11.5
Private Placement Warrants [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right issued during period warrants	7,942,500
Sale of stock, price per share	$ 1	$ 1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)				3 Months Ended		12 Months Ended
	Jul. 13, 2023	Aug. 31, 2021	Jul. 31, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 18, 2024	Feb. 27, 2023	Dec. 31, 2022
General and administration expense				$ 30,000	$ 0
Adjustment to additional paid in capital waiver of administrative service fees				30,000	$ 0
Commercial Paper [Member]
Principal amount								$ 1,500,000
Debt instrument interest rate								4.75%
Proceeds from related party debt				1,830,000		$ 1,230,000
Interest payable				$ 46,875		28,288
Amended And Restated Working Capital Promissory Note [Member]
Principal amount							$ 2,000,000
Sponsor [Member]
Payable for office and administration support services per month						10,000
Common Class B [Member]
Sponsor purchased shares	4,743,749
Founder Shares [Member] | Sponsor [Member] | Independent Director Nominee [Member]
Sponsor purchased shares		50,000
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member]
Sponsor purchased shares			4,743,750
Sponsor purchased shares , purchase price			$ 25,000
Aggregate of shares subject to forfeiture			618,750
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders			20%
Transfer, assign or sell any shares or warrants after completion of initial business combination, threshold trading days				20 days
Transfer, assign or sell any shares or warrants after completion of initial business combination, threshold consecutive trading days				30 days
Threshold period after business combination in which specified trading days within any specified trading day period commences				150 days
Unsecured Promissory Note [Member] | Sponsor [Member]
Principal amount			$ 300,000
Principal amount repayment date			Jan. 18, 2022
Principal amount repayment			$ 206,313
Promissory note overpayment									$ 25,000
Working Capital Loans [Member]
Principal amount				$ 0		$ 0
Working capital loans convertible into warrants				$ 2,000,000
Working capital loans convertible into warrants, per warrant				$ 1

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Detail)			3 Months Ended
	Jul. 13, 2023 shares	Jan. 18, 2022 $ / shares	Mar. 31, 2024 USD ($) Day $ / shares shares	Dec. 31, 2023 $ / shares shares	Jul. 11, 2023 USD ($) shares	Jun. 29, 2023 USD ($) shares
Class of Stock [Line Items]
Preference shares, shares authorized			5,000,000	5,000,000
Preference shares, par or stated value per share | $ / shares			$ 0.0001	$ 0.0001
Preference shares, shares issued			0	0
Preference shares, shares outstanding			0	0
Common stock, par or stated value per share | $ / shares		$ 0.0001
Common stock, Conversion basis		one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant	20
Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrant non transferable Period			30 days
Public Warrant [Member]
Class of Stock [Line Items]
Warrant exercise period condition one			12 months
Warrant exercise period condition two			30 days
Maximum thres hold period for filing registration statement after business combination | Day			20
Maximum threshold period for registration statement to become effective after business combination | Day			60
Class of warrant or right, redemption price of warrants or rights | $ / shares			$ 0.01
Redemption period			30 days
Warrant redemption condition minimum share price | $ / shares			$ 18
Class of warrant or right, redemption of warrants or rights, threshold trading days			20 days
Class of warrant or right, redemption of warrants or rights, threshold consecutive trading days			30 days
Public Warrant [Member] | Event Triggering Warrant Redemption [Member]
Class of Stock [Line Items]
Share price | $ / shares			$ 9.2
Percentage of equity proceeds from business combination as a percentage of total proceeds			60%
Number of trading days			20 days
Public Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member]
Class of Stock [Line Items]
Redemption trigger price as a percentage of newly issued price			115%
Class of warrants or rights redemption trigger price | $ / shares			$ 18
Public Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member]
Class of Stock [Line Items]
Redemption trigger price as a percentage of newly issued price			180%
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			500,000,000	500,000,000
Common stock, par or stated value per share | $ / shares			$ 0.0001	$ 0.0001
Common stock, voting rights			one
Ordinary shares issued			4,743,749	4,743,749
Ordinary shares outstanding			4,743,749	4,743,749
Ordinary shares issued subject to possible redemption			4,772,187	4,772,187
Ordinary shares outstanding subject to possible redemption			4,772,187	4,772,187	14,202,813	14,202,813
Stock issued during period, shares	4,743,749
Common stock, Conversion basis		one
Temporary equity, aggregate amount of redemption requirement | $			$ 149,486,187		$ 149,486,187	$ 149,486,187
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			50,000,000	50,000,000
Common stock, par or stated value per share | $ / shares			$ 0.0001	$ 0.0001
Ordinary shares issued			1	1
Ordinary shares outstanding			1	1
Stock issued during period, shares	4,743,749

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Jan. 18, 2021	Nov. 28, 2023
Underwriting Agreement [Member]
Payments for underwriting expense	$ 3,795,000
Deferred fee ,Per shares	$ 0.35
Deferred compensation liability, classified, noncurrent	$ 6,641,250
Underwriting Discount Per Share	$ 0.2
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Initial Public Offering purchase Limit	2,475,000
Number Of Days Granted To Underwriters To Subscribe Shares Pursuant To Overallotment Option	45 days
Sponsor [Member] | Common Class A [Member]
Interse share transfer to be made		426,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Marketable securities held in trust account	$ 52,866,260	$ 51,976,918

Fair Value Measurements - Summa

Fair Value Measurements - Summary of the Fair Value Hierarchy the Company's Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis (Detail) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair value recurring [Member] | Treasury Trust Funds held in Trust Account [Member] | Level 1 [Member]
Assets
Treasury Trust Funds held in Trust Account	$ 52,866,260	$ 51,976,918

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Apr. 11, 2024 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Business combination	$ 70,000