Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 21, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41131 | |
Entity Registrant Name | INTEGRATED WELLNESS ACQUISITION CORP | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1615488 | |
Entity Address, Address Line One | 59 N. Main Street, Suite 1 | |
Entity Address, City or Town | Florida | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10921 | |
City Area Code | 845 | |
Local Phone Number | 651-5039 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001877557 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | WEL.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $.0001 per share | |
Trading Symbol | WEL | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 4,255,117 | |
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share | ||
Document and Entity Information | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share | |
Trading Symbol | WEL.WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 5,517 | $ 7,567 |
Prepaid expenses | 99,457 | |
Due from related party | $ 965 | $ 0 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration] | Sponsor [Member] | Sponsor [Member] |
Total Current Assets | $ 105,939 | $ 7,567 |
Non-current assets: | ||
Cash held in Trust Account | 49,388,822 | 47,466,611 |
Total Non-current Assets | 49,388,822 | 47,466,611 |
TOTAL ASSETS | 49,494,761 | 47,474,178 |
Current liabilities | ||
Accrued expenses | 1,665,921 | 1,179,943 |
Accounts payable | 433,361 | 348,345 |
Total Current Liabilities | 5,943,998 | 4,107,907 |
Non-current liabilities: | ||
Deferred underwriter's fee payable | 4,025,000 | 4,025,000 |
Total Noncurrent Liabilities | 4,025,000 | 4,025,000 |
Total Liabilities | 9,968,998 | 8,132,907 |
Commitments and Contingencies (Note 5) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (9,863,347) | (8,125,628) |
Total Shareholders' Deficit | (9,863,059) | (8,125,340) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 49,494,761 | 47,474,178 |
Prior Sponsor | ||
Current liabilities | ||
Due to | 233,229 | 233,229 |
Promissory note | 1,790,000 | 1,790,000 |
New sponsor | ||
Current liabilities | ||
Due to | 556,390 | |
Promissory note | 1,821,487 | |
Total Current Liabilities | 1,821,487 | 556,390 |
Common class A subject to redemption | ||
Non-current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,255,117 shares issued and outstanding at redemption value of $11.61 and $11.12 per share as of June 30, 2024 and December 31, 2023, respectively | 49,388,822 | 47,466,611 |
Class A ordinary shares not subject to possible redemption | ||
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 288 | $ 288 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / 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 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Common Class A | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares , shares authorized | 479,000,000 | 479,000,000 |
Common class A subject to redemption | ||
Temporary equity, shares issued | 4,255,117 | 4,255,117 |
Temporary equity, shares outstanding | 4,255,117 | 4,255,117 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
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 | 2,875,000 | 2,875,000 |
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Formation and operating costs | $ 27,502 | $ 125,755 | $ 73,970 | $ 244,149 |
Accounting and legal expenses | 498,364 | 438,096 | 683,871 | 1,137,549 |
Listing fees | 21,250 | 21,250 | 42,500 | 42,500 |
Insurance expense | 24,988 | 115,995 | 43,850 | 231,990 |
Advertising and marketing | 17,751 | 18,369 | 154,989 | |
Total operating expenses | 602,104 | 718,960 | 1,162,718 | 1,811,488 |
Loss from operations | (602,104) | (718,960) | (1,162,718) | (1,811,488) |
Other income: | ||||
Interest earned on cash held in Trust Account | 523,726 | 1,047,210 | ||
Earnings on marketable securities held in the Trust Account | 1,398,168 | 2,204,722 | ||
Unrealized (loss) gain on marketable securities held in Trust Account | (166,146) | 293,063 | ||
Total other income | 523,726 | 1,232,022 | 1,047,210 | 2,497,785 |
Net (loss) income | (78,378) | 513,062 | (115,508) | 686,297 |
Related party | ||||
Administrative expenses | 30,000 | 0 | 300,000 | 0 |
Nonrelated Party | ||||
Administrative expenses | 113 | 158 | 311 | |
Redeemable Class A ordinary shares | ||||
Other income: | ||||
Net (loss) income | $ 315,610 | $ 715,297 | $ 706,139 | $ 1,354,522 |
Basic weighted average shares outstanding | 4,255,117 | 9,620,391 | 4,255,117 | 10,555,003 |
Diluted weighted average shares outstanding | 4,255,117 | 9,620,391 | 4,255,117 | 10,555,003 |
Basic net income (loss) per share | $ 0.07 | $ 0.07 | $ 0.17 | $ 0.13 |
Diluted net income (loss) per share | $ 0.07 | $ 0.07 | $ 0.17 | $ 0.13 |
Non-redeemable Class B ordinary shares | ||||
Other income: | ||||
Net (loss) income | $ (393,988) | $ (202,235) | $ (821,647) | $ (668,225) |
Basic weighted average shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Diluted weighted average shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Basic net income (loss) per share | $ (0.14) | $ (0.07) | $ (0.29) | $ (0.23) |
Diluted net income (loss) per share | $ (0.14) | $ (0.07) | $ (0.29) | $ (0.23) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Class A Ordinary Shares Subject to Possible Redemption Common Stock | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance (in shares) at Dec. 31, 2022 | 11,500,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 118,992,274 | ||||
Increase (Decrease) in Temporary Equity | |||||
Accretion of Class A ordinary shares to redemption amount | $ 2,415,762 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 11,500,000 | ||||
Ending balance at Mar. 31, 2023 | $ 121,408,036 | ||||
Beginning balance (in Shares) at Dec. 31, 2022 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 288 | $ (3,517,709) | $ (3,517,421) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Accretion of Class A ordinary shares to redemption amount | (2,415,762) | (2,415,762) | |||
Net income (loss) | 173,235 | 173,235 | |||
Ending balance (in Shares) at Mar. 31, 2023 | 2,875,000 | ||||
Ending balance at Mar. 31, 2023 | $ 288 | (5,760,236) | (5,759,948) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 11,500,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 118,992,274 | ||||
Increase (Decrease) in Temporary Equity | |||||
Accretion of Class A ordinary shares to redemption amount | 3,807,784 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 5,391,272 | ||||
Ending balance at Jun. 30, 2023 | $ 57,819,115 | ||||
Beginning balance (in Shares) at Dec. 31, 2022 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 288 | (3,517,709) | (3,517,421) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 686,297 | ||||
Ending balance (in Shares) at Jun. 30, 2023 | 2,875,000 | ||||
Ending balance at Jun. 30, 2023 | $ 288 | (6,639,196) | (6,638,908) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 11,500,000 | ||||
Beginning balance at Mar. 31, 2023 | $ 121,408,036 | ||||
Increase (Decrease) in Temporary Equity | |||||
Redemption of Class A ordinary shares | $ (64,980,943) | ||||
Redemption of Class A ordinary shares (in shares) | (6,108,728) | ||||
Accretion of Class A ordinary shares to redemption amount | $ 1,392,022 | 1,392,022 | |||
Ending balance (in shares) at Jun. 30, 2023 | 5,391,272 | ||||
Ending balance at Jun. 30, 2023 | $ 57,819,115 | ||||
Beginning balance (in Shares) at Mar. 31, 2023 | 2,875,000 | ||||
Beginning balance at Mar. 31, 2023 | $ 288 | (5,760,236) | (5,759,948) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Accretion of Class A ordinary shares to redemption amount | (1,392,022) | (1,392,022) | |||
Net income (loss) | 513,062 | 513,062 | |||
Ending balance (in Shares) at Jun. 30, 2023 | 2,875,000 | ||||
Ending balance at Jun. 30, 2023 | $ 288 | (6,639,196) | (6,638,908) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 4,255,117 | ||||
Beginning balance at Dec. 31, 2023 | $ 47,466,611 | ||||
Increase (Decrease) in Temporary Equity | |||||
Accretion of Class A ordinary shares to redemption amount | $ 1,023,484 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 4,255,117 | ||||
Ending balance at Mar. 31, 2024 | $ 48,490,095 | ||||
Beginning balance (in Shares) at Dec. 31, 2023 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 288 | (8,125,628) | (8,125,340) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Sponsor waiver of administrative services fee | $ 270,000 | 270,000 | |||
Accretion of Class A ordinary shares to redemption amount | (270,000) | (753,484) | (1,023,484) | ||
Net income (loss) | (37,130) | (37,130) | |||
Ending balance (in Shares) at Mar. 31, 2024 | 2,875,000 | ||||
Ending balance at Mar. 31, 2024 | $ 288 | (8,916,242) | (8,915,954) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 4,255,117 | ||||
Beginning balance at Dec. 31, 2023 | $ 47,466,611 | ||||
Increase (Decrease) in Temporary Equity | |||||
Accretion of Class A ordinary shares to redemption amount | 1,922,211 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 4,255,117 | ||||
Ending balance at Jun. 30, 2024 | $ 49,388,822 | ||||
Beginning balance (in Shares) at Dec. 31, 2023 | 2,875,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 288 | (8,125,628) | (8,125,340) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (115,508) | ||||
Ending balance (in Shares) at Jun. 30, 2024 | 2,875,000 | ||||
Ending balance at Jun. 30, 2024 | $ 288 | (9,863,347) | (9,863,059) | ||
Beginning balance (in shares) at Mar. 31, 2024 | 4,255,117 | ||||
Beginning balance at Mar. 31, 2024 | $ 48,490,095 | ||||
Increase (Decrease) in Temporary Equity | |||||
Accretion of Class A ordinary shares to redemption amount | $ 898,727 | 898,727 | |||
Ending balance (in shares) at Jun. 30, 2024 | 4,255,117 | ||||
Ending balance at Jun. 30, 2024 | $ 49,388,822 | ||||
Beginning balance (in Shares) at Mar. 31, 2024 | 2,875,000 | ||||
Beginning balance at Mar. 31, 2024 | $ 288 | (8,916,242) | (8,915,954) | ||
Increase (Decrease) in Stockholders' Equity | |||||
Sponsor waiver of administrative services fee | 30,000 | 30,000 | |||
Accretion of Class A ordinary shares to redemption amount | $ (30,000) | (868,727) | (898,727) | ||
Net income (loss) | (78,378) | (78,378) | |||
Ending balance (in Shares) at Jun. 30, 2024 | 2,875,000 | ||||
Ending balance at Jun. 30, 2024 | $ 288 | $ (9,863,347) | $ (9,863,059) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (115,508) | $ (686,297) | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Unrealized earnings on marketable securities held in Trust Account | (293,063) | ||
Sponsor waiver of administrative services fee | 300,000 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (99,457) | 229,490 | |
Accounts payable and accrued expenses | 570,994 | 988,755 | |
Due from related party | (965) | ||
Due to related party | 167,467 | ||
Net cash provided by operating activities | 655,064 | 1,778,946 | |
Cash Flows from Investing Activities: | |||
Purchase of marketable securities in Trust Account | (1,310,000) | ||
Reinvestment of earnings in Trust Account | (2,204,722) | ||
Proceeds from redemption of marketable securities held in Trust Account | 64,980,943 | ||
Net cash provided by investing activities | 61,466,221 | ||
Cash Flows from Financing Activities: | |||
Payments and deposits made by Suntone | 1,265,097 | ||
Proceeds from promissory note - related party | 1,310,000 | ||
Payment of shareholder redemptions | (64,980,943) | ||
Net cash provided by (used in) financing activities | 1,265,097 | (63,670,943) | |
Net Change in Cash and Cash held in Trust Account | [1] | 1,920,161 | (425,776) |
Cash and cash held in Trust Account - Beginning | [1] | 47,474,178 | 436,972 |
Cash and cash held in Trust Account - Ending | [1] | 49,394,339 | 11,196 |
Non-Cash Investing and Financing Activities: | |||
Accretion of Class A ordinary shares subject to possible redemption | 1,922,211 | $ 3,807,784 | |
Transfer of Due to Suntone amounts to Promissory Note - Suntone | $ 1,533,284 | ||
[1] At December 31, 2022, no cash was held in the Trust Account and substantially all of the Trust Account assets were held in money market funds investing solely in U.S. Treasuries. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) | Dec. 31, 2022 USD ($) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |
Asset held in trust account | $ 0 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
ORGANIZATION AND BUSINESS OPERATIONS | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General Integrated Wellness Acquisition Corp (the “Company” or “IWAC”) is a blank check company incorporated in the Cayman Islands as an exempted company on July 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). 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”). IWAC Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company, was incorporated on January 20, 2023. IWAC Georgia Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of the Company, was incorporated on May 17, 2024. Sponsor and Initial Financing As of June 30, 2024, the Company had not commenced any operations. All activity for the period from July 7, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying and negotiating with a target for a Business Combination. The Company generates non-operating income in the form of earnings and interest on marketable securities and cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Each whole 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 4). Simultaneously with the closing of the IPO, the Company consummated the sale of 6,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IWH Sponsor LP (the “Prior Sponsor”), generating proceeds of $6,850,000. Transaction costs of the IPO amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants and charged against additional paid-in capital and $6,519,382 were allocated to Class A ordinary shares subject to possible redemption reducing the initial carrying amount of such shares. Sponsor Handover On November 8, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with IWH Sponsor LP, the Company’s Prior Sponsor, and Sriram Associates, LLC ( “Sriram”), pursuant to which, the Prior Sponsor agreed to transfer to Sriram or its designees (i) 2,012,500 of the Company’s Class B ordinary shares and (ii) 4,795,000 of the Company’s private placement warrants for a total purchase price of one dollar (the “Transfer”). In connection with the Transfer, new persons were to be appointed officers and directors of the Company and the Company agreed to take such actions necessary to effectuate such changes (the “Management Change”). The Transfer, the Management Change and the other transactions contemplated by the Purchase Agreement are hereinafter referred to as the “Sponsor Handover.” In addition to the payment of the purchase price, Sriram agreed to assume various obligations of the Company, including (i) the costs and expenses associated with the monthly extension approved by the Company’s shareholders until December 12, 2023 including monthly extension payments of $160,000, (ii) the costs and expenses for the Company to take all necessary actions to file a proxy statement and hold a shareholders meeting prior to December 13, 2023 in order to extend the term of the Company to the date which is 36 months following the consummation of its IPO, (iii) satisfaction of all of its public company reporting requirements, (iv) payment of D&O insurance premium to extend the Company’s existing D&O insurance policy and maintain D&O coverage through the closing of the Business Combination and obtain appropriate tail coverage, (v) payment of all outstanding legal fees owed by the Company at or before the closing of a Business Combination, (vi) payment of all of the Company’s existing liabilities and (vii) performance of all other obligations of a sponsor related to the Company. As of June 30, 2024, a designee and affiliate of Sriram has paid $1,821,487 for the Company’s outstanding obligations and deposits into the Trust Account, which are recorded as a liability on the consolidated balance sheets. On February 1, 2024, the Sponsor Handover was consummated (the “Closing”). Suntone Investment Pty Ltd (“Suntone”), a designee and affiliate of Sriram, acquired the securities in the Transfer and has subsequently served as the Sponsor of the Company. In connection with the Closing, the parties agreed to the changes to the Company’s management team and board of directors. The Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account were invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earlier of: (i) the Company’s completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more operating businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, Class A ordinary shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 3), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Amended and Restated Memorandum and Articles of Association of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company originally had until 18 months from the closing of the IPO to complete a Business Combination (or up to 21 months from the closing of the IPO if the Company extended the time to complete a Business Combination by the sponsor depositing into the Trust Account for each three-month extension $1,150,000 ($0.10 per share)), up to an aggregate of $2,300,000, or $0.20 per unit, on or prior to the date of the applicable deadline. On March 14, 2023, the Prior Sponsor deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the Trust Account for its public shareholders. The deposit enabled the Company to extend the date by which the Company has to complete a Business Combination from March 13, 2023 to June 13, 2023 (the “Initial Extension”). The Initial Extension was the first of two three-month automatic extensions permitted under the Company’s governing documents and provides the Company with additional time to complete a Business Combination. On June 2, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Second Extension”). On June 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders of the Company approved, among other things, a proposal by special resolution to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023. An aggregate of $160,000 (representing $0.03 per public share) was deposited into the Trust Account for each of the six one-month extension through December 13, 2023. During the fiscal year ended December 31, 2023, the Company exercised six one-month extensions, depositing an aggregate $960,000 into the Trust Account to extend the date by which the Company had to consummate an initial business combination through December 13, 2023. In connection with the Meeting, holders of 6,108,728 of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $64,980,943 was removed from the Trust Account to pay such holders. On December 11, 2023, the Company held an extraordinary general meeting of shareholders (the “December Meeting”). At the December Meeting, the shareholders of the Company approved, among other things, a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from December 13, 2023 to December 13, 2024 (the “Termination Date”). An aggregate of $125,000 (representing $0.03 per public share) will be deposited into the Trust Account for each of the twelve one-month extension through December 13, 2024. As of June 30, 2024, an aggregate of $875,000 was deposited into the Trust Account to extend the date by which the Company has to consummate an initial business combination through July 13, 2024. On July 19, 2024, $125,000 was deposited into the Trust Account to extend the date by which the Company has to consummate an initial business combination through August 13, 2024 (see Note 6). In connection with the December Meeting, holders of 1,136,155 of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $12,644,095 was removed from the Trust Account to pay such holders. If the Company is unable to complete a Business Combination by the Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination by the Termination Date. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by the Termination Date. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination by the Termination Date. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the Termination Date and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share amount in the Trust Account, which was initially $10.20 per public share. The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective Target Business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the IPO 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 (except the Company’s independent registered public accounting firm), prospective Target Businesses and 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. On February 10, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) with Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), IWAC Holdings Inc. (“Pubco”), a Delaware corporation and wholly-owned subsidiary of IWAC, IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“Refreshing Merger Sub”), the Prior Sponsor, as the representative from and after the Effective Time (as defined in the Merger Agreement) of the stockholders of Pubco (other than the Sellers (as defined below) and their successors and assignees), and Ryan Wear, in the capacity as the representative of the equity holders of Refreshing (the “Sellers”) from and after the Effective Time. On September 26, 2023, the Company notified Refreshing that the Company had elected to terminate the Merger Agreement, effective immediately, pursuant to the Merger Agreement, since conditions to the closing of the initial business combination were not satisfied or waived by the outside date of July 31, 2023. As a result, the Merger Agreement is of no further force and effect, with the exception of certain specified provisions in the Merger Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms. On May 30, 2024, IWAC entered into a business combination agreement (the “Business Combination Agreement”) with IWAC Georgia Merger Sub, Inc. (“Merger Sub”) and Btab Ecommerce Enterprises, Inc., a Georgia corporation (“Btab”). Pursuant to the terms of the Business Combination Agreement, a business combination between IWAC and Btab will be effected through the merger of Merger Sub with and into Btab (the “Merger”), with Btab surviving the Merger as a wholly owned subsidiary of IWAC. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”), IWAC expects to be renamed “Btab Ecommerce Holdings, Inc.”. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) at least one day prior to the consummation of the Transactions (the “Closing”), IWAC shall cause each IWAC Class B ordinary share to be converted into one IWAC Class A ordinary share, (ii) prior to the effective time of the Merger (the “Effective Time”), IWAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to domesticate as a Delaware corporation (the “Domestication), (iii) in connection with the Domestication, (a) each IWAC Class A ordinary share, par value $0.0001 (each an “IWAC Class A Ordinary Share”) that is issued and outstanding immediately prior to the Domestication shall become one share of IWAC Class A common stock, $0.0001 par value per share (each an “IWAC Class A Common Share”), and (b) each IWAC warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one IWAC Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the IWAC warrant agreement, and (iv) the Company shall also create a new class of voting common stock with 1,000 votes per share, par value $0.0001 (the “IWAC Class V Common Shares”). Pursuant to the terms of the Business Combination Agreement, the Transaction consideration to be paid by IWAC to the shareholders of Btab shall be an aggregate amount equal to $250,000,000. The Transaction consideration shall be paid solely by IWAC issuing an aggregate of 25,000,000 new shares of common stock to Btab’s shareholders, consisting of 24,900,000 IWAC Class A Common Shares and 100,000 IWAC Class V Common Shares, with each IWAC Class A Common Share and IWAC Class V Common Share valued at $10.00 per share. Going Concern As of June 30, 2024 and December 31, 2023, the Company had $5,517 and $7,567 in cash, respectively, and a working capital deficit of $5,838,059 and $4,100,340, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete the 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 Ukraine and in the Middle East. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the Business Combination. The unaudited condensed consolidated 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 | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IWAC Holdings Inc. and IWAC Georgia Merger Sub, Inc., and are presented on a condensed consolidated basis. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 2, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three months and six ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 condensed consolidated 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 condensed consolidated 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. The Company does not have any cash equivalents as of June 30, 2024 or December 31, 2023. Cash and Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. As of June 30, 2024 and December 31, 2023, substantially all of the assets were held in cash deposits. Dividend income is included in other income as earnings on marketable securities held in the Trust Account, interest income is included in other income as interest earned on cash held in the Trust Account, and accrued dividend income is included in other income as unrealized (loss) gain on marketable securities held in the Trust Account in the condensed consolidated statements of operations. Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, 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 financial assets and liabilities approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and 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 condensed consolidated 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. Deferred tax assets were deemed immaterial and the Company has recorded a full valuation allowance as of June 30, 2024 and December 31, 2023. Tax positions must initially be recognized in the condensed consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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 Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value at the end of each reporting period 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-capital, in accumulated deficit. For the three months ended June 30, 2024 and 2023, the Company has recorded $898,727 and $1,392,022 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. For the six months ended June 30, 2024 and 2023, the Company has recorded $1,922,211 and $3,807,784 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. Net Income (Loss) Per Ordinary Share The condensed consolidated statements of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per Class B non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both classes of shares, the Company split the amount to be allocated using the weighted average shares outstanding for the Class A redeemable ordinary shares and the Class B non-redeemable ordinary shares for the three and six months ended June 30, 2024 and 2023, reflective of the respective participation rights. The following tables reflect the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2024: For the Three Months Ended June 30, 2024 Net loss $ (78,378) Accretion of temporary equity to redemption value (898,727) Net loss including accretion of temporary equity to redemption value $ (977,105) For the Three Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (583,117) $ (393,988) Allocation of accretion of temporary equity to redemption value 898,727 — Allocation of net income (loss) $ 315,610 $ (393,988) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.14) For the Six Months Ended June 30, 2024 Net loss $ (115,508) Accretion of temporary equity to redemption value (1,922,211) Net loss including accretion of temporary equity to redemption value $ (2,037,719) For the Six Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,216,072) $ (821,647) Allocation of accretion of temporary equity to redemption value 1,922,211 — Allocation of net income (loss) $ 706,139 $ (821,647) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.17 $ (0.29) The following tables reflect the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) 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 June 30, 2024 and December 31, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On July 7, 2021, the Prior Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 2,875,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Prior Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares after the IPO. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full. Accordingly, 375,000 Founder Shares are no longer subject to forfeiture. 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 day period commencing at least 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party In March 2023, the Prior Sponsor issued an unsecured promissory note to the Company (the “Extension Note”) in connection with the extension payment made by the Prior Sponsor for the Initial Extension. The Extension Note is non-interest bearing and payable on the earlier of the date the business combination is consummated or the liquidation of the Company. As of June 30, 2024, the Company had borrowed $1,150,000, the maximum amount under the Extension Note. In June 2023, the Prior Sponsor issued an additional unsecured promissory note to the Company (the “Second Extension Note”) in connection with the shareholder approval of the Second Extension. The Second Extension Note is non-interest bearing and payable on the earlier of the date the business combination is consummated or the liquidation of the Company. The Second Extension Note has a principal amount up to $960,000, and the Prior Sponsor previously deposited $640,000 pursuant to such note to extend the time by which the Company has to complete an initial Business Combination from June 13, 2023 to October 13, 2023. As of June 30, 2024 and December 31, 2023, the Company had borrowed $1,150,000 under the Extension Note and $640,000 under the Second Extension Note for aggregate borrowings of $1,790,000. These amounts are recorded to Promissory note – related party on the condensed consolidated balance sheets. Promissory Note – Suntone In connection with the Second Extension, Sriram assumed the monthly extension deposits and a designee and affiliate of Sriram contributed $320,000 to the Trust Account for the final two extension deposits to extend the time by which the Company has to complete an initial Business Combination from October 13, 2023 to December 13, 2023. The contributions made by a designee and affiliate of Sriram were not pursuant to the Second Extension Note and instead are recorded to Promissory note - Suntone as of June 30, 2024 and Due to Suntone as of December 31, 2023 on the condensed consolidated balance sheets. On December 13, 2023, the Company issued a promissory note (the “Third Extension Note”) in the aggregate principal amount of up to $1,500,000 to Sriram, pursuant to which Sriram agreed to loan the Company up to $1,500,000 in connection with the extension of the Company’s Termination Date from December 13, 2023 to December 13, 2024. The Third Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, and (b) the date of the liquidation of the Company. On June 18, 2024, Sriram assigned the Third Extension Note (the “Assignment”) by and between Sriram, as assignor, and Suntone, as assignee. As of June 30, 2024, the Company has borrowed $1,821,487 under the Third Extension Note. This amount includes $1,533,284 of amounts previously classified as a Due to Suntone liability on the condensed consolidated balance sheets, and $288,203 of additional deposits and payments made by Suntone on behalf of the Company subsequent to the Assignment. These amounts are recorded to Promissory note – Suntone on the condensed consolidated balance sheets. Administrative Services Agreement The Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Both Prior Sponsor and Sriram have waived these payments under this agreement, which the Company accounts for as capital contributions. For the three months ended June 30, 2024 and 2023, the Company has recorded $30,000 and $0 to Administrative Expense – Related Party on the condensed consolidated statements of operations, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded $300,000 and $0 to Administrative Expense – Related Party on the condensed consolidated statements of operations, respectively, which includes an out-of-period adjustment to account for the $10,000 monthly administrative services fee incurred for the years ended December 31, 2023 and 2022, or $240,000 in the aggregate. 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 $1,500,000 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 will 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 June 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Due from Related Party As of June 30, 2024 and December 31, 2023, the Sponsor owed the Company $965 and $0, respectively, for payments made by the Company on behalf of the Sponsor. The Sponsor intends to repay the Company for this amount. Due to Related Party As of June 30, 2024 and December 31, 2023, the Company owed the Sponsor $233,229 and $233,229, respectively, for payments made by the Sponsor on behalf of the Company. The Company intends to repay the Sponsor for this amount. Due to Suntone Subsequent to the Sponsor Handover, Suntone has paid for ongoing and outstanding obligations of the Company and extension deposits. As of June 30, 2024 and December 31, 2023, Suntone has made payments in the aggregate of $1,821,487 and $556,390, respectively. As Suntone will be repaid for these amounts, the Company recorded payments made on behalf of the Company to Due to Suntone on the condensed consolidated balance sheets. The Company and Sriram formalized repayment terms in accordance with the Assignment of the Third Extension Note on June 18, 2024. As such, $1,533,284 of amounts recorded to Due to Suntone on the condensed consolidated balance sheets as of June 18, 2024 have been reclassified to Promissory note – Suntone on the condensed consolidated balance sheets as of June 30, 2024. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 4 — SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — With respect to any matter submitted to a vote of our shareholders, including any vote in connection with a 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 Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that 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 the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. The holders of a majority of the issued and outstanding Class B ordinary shares may agree to waive the foregoing adjustment provisions as to any particular issuance or deemed issuance of additional Class A ordinary shares or equity-linked securities. Warrants — 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 IPO 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 Class A ordinary shares issuable upon such Public Warrant exercise have 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 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 60 th 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 day period ending three trading days before the Company sends the notice of redemption to the warrant holders. 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 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 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 sold in the IPO, 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 by the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights Agreement 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) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders will have the right to require the Company 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 the Company 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 the 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 underwriters a 45-day |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 6 - SUBSEQUENT EVENTS On July 19, 2024, Suntone deposited $125,000 into the Trust Account to extend the date by which the Company has to consummate an initial business combination through August 13, 2024. On August 19, 2024, Suntone deposited $125,000 into the Trust Account to extend the date by which the Company has to consummate an initial business combination through September 13, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 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) | $ (78,378) | $ (37,130) | $ 513,062 | $ 173,235 | $ (115,508) | $ 686,297 |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IWAC Holdings Inc. and IWAC Georgia Merger Sub, Inc., and are presented on a condensed consolidated basis. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 2, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three months and six ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 condensed consolidated 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 condensed consolidated 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. The Company does not have any cash equivalents as of June 30, 2024 or December 31, 2023. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. As of June 30, 2024 and December 31, 2023, substantially all of the assets were held in cash deposits. Dividend income is included in other income as earnings on marketable securities held in the Trust Account, interest income is included in other income as interest earned on cash held in the Trust Account, and accrued dividend income is included in other income as unrealized (loss) gain on marketable securities held in the Trust Account in the condensed consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, 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 financial assets and liabilities approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and 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 condensed consolidated 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. Deferred tax assets were deemed immaterial and the Company has recorded a full valuation allowance as of June 30, 2024 and December 31, 2023. Tax positions must initially be recognized in the condensed consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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 Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value at the end of each reporting period 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-capital, in accumulated deficit. For the three months ended June 30, 2024 and 2023, the Company has recorded $898,727 and $1,392,022 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. For the six months ended June 30, 2024 and 2023, the Company has recorded $1,922,211 and $3,807,784 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) Per Ordinary Share The condensed consolidated statements of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per Class B non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both classes of shares, the Company split the amount to be allocated using the weighted average shares outstanding for the Class A redeemable ordinary shares and the Class B non-redeemable ordinary shares for the three and six months ended June 30, 2024 and 2023, reflective of the respective participation rights. The following tables reflect the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2024: For the Three Months Ended June 30, 2024 Net loss $ (78,378) Accretion of temporary equity to redemption value (898,727) Net loss including accretion of temporary equity to redemption value $ (977,105) For the Three Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (583,117) $ (393,988) Allocation of accretion of temporary equity to redemption value 898,727 — Allocation of net income (loss) $ 315,610 $ (393,988) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.14) For the Six Months Ended June 30, 2024 Net loss $ (115,508) Accretion of temporary equity to redemption value (1,922,211) Net loss including accretion of temporary equity to redemption value $ (2,037,719) For the Six Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,216,072) $ (821,647) Allocation of accretion of temporary equity to redemption value 1,922,211 — Allocation of net income (loss) $ 706,139 $ (821,647) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.17 $ (0.29) The following tables reflect the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) |
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 June 30, 2024 and December 31, 2023, the Company has 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 August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of basic and diluted net loss per ordinary share | For the Three Months Ended June 30, 2024 Net loss $ (78,378) Accretion of temporary equity to redemption value (898,727) Net loss including accretion of temporary equity to redemption value $ (977,105) For the Three Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (583,117) $ (393,988) Allocation of accretion of temporary equity to redemption value 898,727 — Allocation of net income (loss) $ 315,610 $ (393,988) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.14) For the Six Months Ended June 30, 2024 Net loss $ (115,508) Accretion of temporary equity to redemption value (1,922,211) Net loss including accretion of temporary equity to redemption value $ (2,037,719) For the Six Months Ended June 30, 2024 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,216,072) $ (821,647) Allocation of accretion of temporary equity to redemption value 1,922,211 — Allocation of net income (loss) $ 706,139 $ (821,647) Denominator: Weighted-average shares outstanding 4,255,117 2,875,000 Basic and diluted net income (loss) per share $ 0.17 $ (0.29) For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 12 Months Ended | |||||||
Jul. 19, 2024 USD ($) | Dec. 11, 2023 USD ($) $ / shares shares | Nov. 08, 2023 USD ($) shares | Jun. 02, 2023 USD ($) $ / shares shares | Mar. 14, 2023 USD ($) $ / shares | Dec. 13, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2021 $ / shares | |
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||||
Monthly payments, deposit into trust account by sponsor | $ 160,000 | ||||||||
Contributions from Sriram | $ 1,821,487 | ||||||||
Monthly deposits by sponsor for charter extension | $ 1,150,000 | ||||||||
Per share deposit by sponsor for charter extension | $ / shares | $ 0.10 | ||||||||
Underwriting discount | $ 2,300,000 | ||||||||
Deferred underwriting discount | 4,025,000 | ||||||||
Offering costs | 497,078 | ||||||||
Threshold minimum aggregate fair market value as percentage of net assets held in trust account | 80% | ||||||||
Minimum net tangible assets upon consummations of business combination | $ 5,000,001 | ||||||||
Threshold percentage of public shares subject to redemption without company prior written consent | 15% | ||||||||
Percentage of obligation to redeem public shares if company does not complete business combination | 100% | ||||||||
Threshold period from the closing of the public offering to consummate a business combination as per amended and restated memorandum and articles of association | 18 months | ||||||||
Threshold period from the closing of the public offering extends the period of time to consummate a business combination | 21 months | ||||||||
Maximum net interests to pay dissolution expenses | $ 100,000 | ||||||||
Minimum per share amount to be maintained in the trust account | $ / shares | $ 10.20 | ||||||||
Aggregate amount to be deposited by sponsor for extension | $ 125,000 | $ 160,000 | $ 875,000 | $ 960,000 | |||||
Per share amount to be deposited by sponsor for extension | $ / shares | $ 0.03 | $ 0.03 | |||||||
Cash | 5,517 | 7,567 | |||||||
Working capital (deficit) surplus | 5,838,059 | $ 4,100,340 | |||||||
Ecommerce Enterprises, Inc | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Business combination price of acquisition | $ 250,000,000 | ||||||||
Business acquisition, equity interest issued | shares | 25,000,000 | ||||||||
Share price | $ / shares | $ 10 | ||||||||
Sriram Associates, LLC | Purchase Agreement | Sponsor | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Aggregate amount deposited by sponsor | $ 1 | ||||||||
Maximum | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Aggregate amount to be deposited by sponsor for extension | $ 2,300,000 | ||||||||
Per share amount to be deposited by sponsor for extension | $ / shares | $ 0.20 | ||||||||
Common class A subject to redemption | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Transaction costs | $ 6,519,382 | ||||||||
Number of shares redeemed | shares | 1,136,155 | 6,108,728 | 1,136,155 | ||||||
Amount removed from Trust Account | $ 64,980,943 | $ 12,644,095 | |||||||
Class A Ordinary share | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Number of shares issuable or issued for conversion of each share | shares | 1 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Common Class A | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Exercise price of warrants | $ / shares | 11.50 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common Class A | Ecommerce Enterprises, Inc | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Business acquisition, equity interest issued | shares | 24,900,000 | ||||||||
Common Class B | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common Class B | Sriram Associates, LLC | Purchase Agreement | Sponsor | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Number of shares transferred | shares | 2,012,500 | ||||||||
Class V Common share | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Number of votes | item | 1,000 | ||||||||
Class V Common share | Ecommerce Enterprises, Inc | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Business acquisition, equity interest issued | shares | 100,000 | ||||||||
Private Placement Warrant | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Shares issued, price per share | $ / shares | $ 10.20 | ||||||||
Proceeds from issuance of Class A ordinary shares | $ 117,300,000 | ||||||||
Private Placement Warrant | Sriram Associates, LLC | Purchase Agreement | Sponsor | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Number of warrants transferred | shares | 4,795,000 | ||||||||
Public Warrant | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Transaction cost | $ 302,696 | ||||||||
Public Warrant | Common Class A | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||||
IPO | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Stock issued during period, shares, new issues | shares | 11,500,000 | ||||||||
Proceeds from issuance of Class A ordinary shares | $ 115,000,000 | ||||||||
Transaction costs | $ 6,822,078 | ||||||||
Aggregate amount to be deposited by sponsor for extension | $ 1,150,000 | ||||||||
Per share amount to be deposited by sponsor for extension | $ / shares | $ 0.10 | ||||||||
Over-allotment option | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Stock issued during period, shares, new issues | shares | 1,500,000 | ||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||
Private Placement | Private Placement Warrant | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 6,850,000 | ||||||||
Class of warrant or right, price of warrants or rights | $ / shares | $ 1 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 6,850,000 | ||||||||
Subsequent event | |||||||||
ORGANIZATION AND BUSINESS OPERATIONS | |||||||||
Amount deposited into the trust account | $ 125,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 13, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Underwriting discount | $ 2,300,000 | |||||
Deferred underwriting discount | 4,025,000 | |||||
Unrecognized tax benefits | 0 | 0 | 0 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | $ 0 | |||
Re-measurement of Class A ordinary shares subject to possible redemption | 898,727 | $ 1,392,022 | 1,922,211 | $ 3,807,784 | ||
Common class A subject to redemption | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Re-measurement of Class A ordinary shares subject to possible redemption | $ 898,727 | $ 1,392,022 | $ 1,922,211 | $ 3,807,784 | ||
Public Warrant | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Transaction Cost | 302,696 | |||||
Private Placement Warrants | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Proceeds from issuance of Class A ordinary shares | $ 117,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Ordinary Shares, Classified as Temporary Equity in the Condensed Balance Sheets (Details) - 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 | Dec. 31, 2023 | |
Add: | |||||||
Redemption of Class A ordinary shares subject to possible redemption | $ 898,727 | $ 1,023,484 | $ 1,392,022 | $ 2,415,762 | |||
Re-measurement of Class A ordinary shares subject to possible redemption | 898,727 | 1,392,022 | $ 1,922,211 | $ 3,807,784 | |||
Accretion of Class A ordinary shares to redemption amount | 898,727 | $ 1,023,484 | 1,392,022 | $ 2,415,762 | |||
Common class A subject to redemption | |||||||
Add: | |||||||
Re-measurement of Class A ordinary shares subject to possible redemption | 898,727 | $ 1,392,022 | 1,922,211 | $ 3,807,784 | |||
Class A ordinary shares subject to possible redemption | $ 49,388,822 | $ 49,388,822 | $ 47,466,611 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Loss Per Ordinary Share (Details) - 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 | |
Net Income (Loss) | $ (78,378) | $ (37,130) | $ 513,062 | $ 173,235 | $ (115,508) | $ 686,297 |
Accretion of temporary equity to redemption value | (898,727) | (1,392,022) | (1,922,211) | (3,807,784) | ||
Net loss including accretion of temporary equity to redemption value | (977,105) | (878,960) | (2,037,719) | (3,121,487) | ||
Numerator: | ||||||
Net income (loss) | (78,378) | $ (37,130) | 513,062 | $ 173,235 | (115,508) | 686,297 |
Redeemable Class A ordinary shares | ||||||
Net Income (Loss) | 315,610 | 715,297 | 706,139 | 1,354,522 | ||
Accretion of temporary equity to redemption value | (898,727) | (1,392,022) | (1,922,211) | (3,807,784) | ||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | (583,117) | (676,725) | (1,216,072) | (2,453,262) | ||
Allocation of accretion of temporary equity to redemption value | 898,727 | 1,392,022 | 1,922,211 | 3,807,784 | ||
Net income (loss) | $ 315,610 | $ 715,297 | $ 706,139 | $ 1,354,522 | ||
Denominator: | ||||||
Weighted-average shares outstanding , Basic | 4,255,117 | 9,620,391 | 4,255,117 | 10,555,003 | ||
Weighted-average shares outstanding , Diluted | 4,255,117 | 9,620,391 | 9,620,391 | 4,255,117 | 10,555,003 | |
Basic net income (loss) per share | $ 0.07 | $ 0.07 | $ 0.17 | $ 0.13 | ||
Diluted net income (loss) per share | $ 0.07 | $ 0.07 | $ 0.17 | $ 0.13 | ||
Non-redeemable Class B ordinary shares | ||||||
Net Income (Loss) | $ (393,988) | $ (202,235) | $ (821,647) | $ (668,225) | ||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | (393,988) | (202,235) | (821,647) | (668,225) | ||
Net income (loss) | $ (393,988) | $ (202,235) | $ (821,647) | $ (668,225) | ||
Denominator: | ||||||
Weighted-average shares outstanding , Basic | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||
Weighted-average shares outstanding , Diluted | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||
Basic net income (loss) per share | $ (0.14) | $ (0.07) | $ (0.29) | $ (0.23) | ||
Diluted net income (loss) per share | $ (0.14) | $ (0.07) | $ (0.29) | $ (0.23) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 13, 2021 shares | Jul. 07, 2021 USD ($) shares | Jun. 30, 2023 USD ($) item | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 18, 2024 USD ($) | Dec. 13, 2023 USD ($) | |
RELATED PARTY TRANSACTIONS | |||||||||||
Proceeds from promissory note - related party | $ 1,310,000 | ||||||||||
Other Receivables, Net, Current | $ 965 | $ 965 | $ 0 | ||||||||
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration] | Sponsor | Sponsor | Sponsor | ||||||||
Adjustment to liability contribution from sponsor | $ 5,943,998 | $ 5,943,998 | $ 4,107,907 | ||||||||
Contributions from Sriram | 1,821,487 | ||||||||||
Over-allotment option | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Purchase of additional units on over allotments | shares | 1,500,000 | ||||||||||
Related party | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Administrative expenses | 30,000 | $ 0 | 300,000 | 0 | |||||||
Sponsor | Administration services agreement | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Amount per month for office space, secretarial and administrative services provided | 10,000 | 10,000 | $ 10,000 | ||||||||
Aggregate administrative services fees | 240,000 | $ 240,000 | |||||||||
Sponsor | Working capital loans | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||||||||
Working capital loans convertible into warrants, in dollars per share | $ / shares | $ 1 | $ 1 | |||||||||
Working capital loans outstanding | $ 0 | $ 0 | 0 | ||||||||
Prior Sponsor | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Amount borrowed | 640,000 | 640,000 | 640,000 | ||||||||
Due to | 233,229 | 233,229 | 233,229 | ||||||||
Promissory note | 1,790,000 | 1,790,000 | 1,790,000 | ||||||||
Prior Sponsor | Promissory note with related party | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Maximum amount | $ 960,000 | 960,000 | 960,000 | ||||||||
Amount borrowed | 640,000 | 1,790,000 | $ 640,000 | 1,790,000 | $ 640,000 | 1,790,000 | |||||
Prior Sponsor | Promissory note with related party | Unsecured promissory note | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Maximum amount | 1,150,000 | 1,150,000 | 1,150,000 | ||||||||
New sponsor | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Due to | 556,390 | $ 1,533,284 | |||||||||
Promissory note | 1,821,487 | 1,821,487 | |||||||||
Additional deposits payments made by sponsor | 288,203 | 288,203 | |||||||||
Adjustment to liability contribution from sponsor | $ 1,821,487 | $ 1,821,487 | $ 556,390 | ||||||||
New sponsor | Promissory note with related party | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Proceeds from contributed capital | $ 320,000 | ||||||||||
Number of extensions deposits | item | 2 | ||||||||||
Maximum amount | $ 1,500,000 | ||||||||||
Common Class A | Sponsor | Founder shares | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Share price, in dollars per share | $ / shares | $ 12 | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Waiting period after business combination for determining the share price | 180 days | ||||||||||
Common Class B | Sponsor | Founder shares | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Aggregate common stock value | $ 25,000 | ||||||||||
Purchase of additional units on over allotments | shares | 2,875,000 | ||||||||||
Percentage of ordinary shares issued and outstanding | 20% | ||||||||||
Ordinary shares lock in period | 1 year | ||||||||||
Common Class B | Sponsor | Founder shares | Maximum | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Shares subject to forfeiture | shares | 375,000 | ||||||||||
Common Class B | Sponsor | Founder shares | Over-allotment option | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Shares subject to forfeiture | shares | 375,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 6 Months Ended | |||
Dec. 11, 2023 shares | Jun. 02, 2023 shares | Jun. 30, 2024 Vote $ / shares shares | Dec. 31, 2023 $ / shares shares | |
SHAREHOLDERS' EQUITY | ||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | ||
Conversion basis | 1 | |||
Public Warrants | ||||
SHAREHOLDERS' EQUITY | ||||
Warrants exercisable term from the closing of IPO | 12 months | |||
Warrants exercisable term from the date of completion of business combination | 30 days | |||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | |||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.01 | |||
Notice period to be given prior to redemption | 30 days | |||
Volume weighted average price of shares | $ / shares | $ 9.20 | |||
Common Class A | ||||
SHAREHOLDERS' EQUITY | ||||
Common shares, shares authorized | 479,000,000 | 479,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, voting rights | Vote | 1 | |||
Common Class A | Share price equals or exceeds $18.00 per dollar | ||||
SHAREHOLDERS' EQUITY | ||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | |||
Common Class A | Public Warrants | ||||
SHAREHOLDERS' EQUITY | ||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | |||
Common Class A | Public Warrants | Share price equals or exceeds $18.00 per dollar | ||||
SHAREHOLDERS' EQUITY | ||||
Number of trading days for determining the share price | 20 days | |||
Number of consecutive trading days for determining the share price | 30 days | |||
Common Class A | Public Warrants | Share price equals or exceeds $18.00 per dollar | Adjusted Exercise Price One | ||||
SHAREHOLDERS' EQUITY | ||||
Share price | $ / shares | $ 18 | |||
Common Class A | Public Warrants | Share price equals or less $9.20 per dollar | ||||
SHAREHOLDERS' EQUITY | ||||
Shares issued price | $ / shares | $ 9.20 | |||
Proceeds from equity used for funding business combination (as a percent) | 60% | |||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | |||
Share redemption trigger price | $ / shares | $ 18 | |||
Common Class A | Private Placement Warrants | ||||
SHAREHOLDERS' EQUITY | ||||
Notice period to be given prior to redemption | 30 days | |||
Common class A subject to redemption | ||||
SHAREHOLDERS' EQUITY | ||||
Number of shares redeemed | 1,136,155 | 6,108,728 | 1,136,155 | |
Temporary equity, shares issued | 4,255,117 | 4,255,117 | ||
Class A ordinary shares not subject to possible redemption | ||||
SHAREHOLDERS' EQUITY | ||||
Ordinary shares, shares issued | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | ||
Common Class B | ||||
SHAREHOLDERS' EQUITY | ||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 2,875,000 | 2,875,000 | ||
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 | ||
Percentage of common stock on conversion of shares | 20% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 13, 2021 USD ($) $ / shares shares |
Over-allotment option | |
COMMITMENTS AND CONTINGENCIES | |
Purchase of additional units on over allotments | shares | 1,500,000 |
IPO | |
COMMITMENTS AND CONTINGENCIES | |
Purchase of additional units on over allotments | shares | 11,500,000 |
Underwriter | |
COMMITMENTS AND CONTINGENCIES | |
Deferred underwriting discount per share | $ / shares | $ 0.35 |
Payment of deferred underwriting discount | $ | $ 4,025,000 |
Underwriter | Over-allotment option | |
COMMITMENTS AND CONTINGENCIES | |
Underwriters granted period | 45 days |
Purchase of additional units on over allotments | shares | 1,500,000 |
Gross proceeds | $ | $ 15,000,000 |
Underwriter | IPO | |
COMMITMENTS AND CONTINGENCIES | |
Cash underwriting discount | $ / shares | $ 0.20 |
Payment of underwriting discount | $ | $ 2,300,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - USD ($) | Aug. 19, 2024 | Jul. 19, 2024 |
SUBSEQUENT EVENTS | ||
Amount deposited into the trust account | $ 125,000 | |
New sponsor | ||
SUBSEQUENT EVENTS | ||
Amount deposited into the trust account | $ 125,000 | $ 125,000 |