Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | LAMF GLOBAL VENTURES CORP. I | ||
Entity Central Index Key | 0001879297 | ||
Entity File Number | 001-41053 | ||
Entity Tax Identification Number | 98-1616579 | ||
Entity Incorporation, State or Country Code | E9 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 30,972,941 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 9255 Sunset Blvd. | ||
Entity Address, Address Line Two | Suite 1100 | ||
Entity Address, City or Town | West Hollywood | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90069 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (424) | ||
Local Phone Number | 343-8760 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,491,949 | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | LGVCU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares, $0.0001 par value | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value | ||
Trading Symbol | LGVC | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share | ||
Trading Symbol | LGVCW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Firm ID | 100 |
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 128,374 | $ 268,199 |
Prepaid expenses | 43,366 | 213,411 |
Total current assets | 171,740 | 481,610 |
OTHER ASSETS | ||
Cash in Trust Account | 32,178,652 | |
Investments in Trust Account | 262,000,174 | |
Reimbursements receivable | 2,974,500 | |
Total other assets | 32,178,652 | 264,974,674 |
Total Assets | 32,350,392 | 265,456,284 |
CURRENT LIABILITIES | ||
Sponsor advance | 650,000 | |
Accrued expenses | 4,934,145 | 806,643 |
Non-redemption liability | 204,761 | |
Total current liabilities | 5,877,102 | 894,839 |
LONG-TERM LIABILITIES | ||
Deferred underwriting fee payable | 9,915,000 | 9,915,000 |
Deferred advisory fees payable | 2,974,500 | 2,974,500 |
Total long-term liabilities | 12,889,500 | 12,889,500 |
Total liabilities | 18,766,602 | 13,784,339 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ DEFICIT | ||
Preference Shares; $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022 | ||
Additional paid-in capital | 415,544 | |
Accumulated deficit | (18,911,359) | (10,229,221) |
Total shareholders’ deficit | (18,494,862) | (10,228,268) |
Total Liabilities, Class A Shares Subject to Possible Redemption and Shareholders’ Deficit | 32,350,392 | 265,456,284 |
Class A Common Stock | ||
LONG-TERM LIABILITIES | ||
Class A Shares subject to possible redemption, 2,952,616 at $10.86 at December 31, 2023 and 25,300,000 at $10.35 per share at December 31, 2022 | 32,078,652 | 261,900,213 |
SHAREHOLDERS’ DEFICIT | ||
Common stock, value | 953 | 110 |
Class B Common Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock, value | 843 | |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Due to sponsor | $ 88,196 | $ 88,196 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock. par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock. shares authorized | 1,000,000 | 1,000,000 |
Preferred stock. shares issued | ||
Preferred stock. shares outstanding | ||
Class A Common Stock | ||
Temporary equity, shares outstanding | 2,952,616 | 25,300,000 |
Temporary equity, redemption price per share (in Dollars per share) | $ 10.86 | $ 10.35 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 9,539,333 | 1,106,000 |
Common stock, shares outstanding | 9,539,333 | 1,106,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 8,433,333 |
Common stock, shares outstanding | 0 | 8,433,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING COSTS | ||
General and administrative | $ 8,649,017 | $ 1,689,655 |
Loss from operations | (8,649,017) | (1,689,655) |
OTHER INCOME (EXPENSE) | ||
Interest income | 4,227,678 | 3,187,612 |
Dividend income | 965,886 | 752,586 |
Change in fair value of derivatives | (33,160) | |
Total other income (expense) | 5,160,404 | 3,940,198 |
Net income (loss) | $ (3,488,613) | $ 2,250,543 |
Class A Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted-average shares outstanding (in Shares) | 17,523,880 | 26,406,000 |
Basic net income (loss) per (in Dollars per share) | $ (0.17) | $ 0.06 |
Class B Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted-average shares outstanding (in Shares) | 3,049,863 | 8,433,333 |
Basic net income (loss) per (in Dollars per share) | $ (0.17) | $ 0.06 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | ||
Diluted net income (loss) per | $ (0.17) | $ 0.06 |
Class B Common Stock | ||
Diluted net income (loss) per | $ (0.17) | $ 0.06 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 110 | $ 843 | $ (8,639,551) | $ (8,638,598) | |
Balance (in Shares) at Dec. 31, 2021 | 1,106,000 | 8,433,333 | |||
Net income (loss) | 2,250,543 | 2,250,543 | |||
Accretion of Class A Shares subject to redemption | (3,840,213) | (3,840,213) | |||
Balance at Dec. 31, 2022 | $ 110 | $ 843 | (10,229,221) | (10,228,268) | |
Balance (in Shares) at Dec. 31, 2022 | 1,106,000 | 8,433,333 | |||
Net income (loss) | (3,488,613) | (3,488,613) | |||
Reclassification of shares under non-redemption agreements | 415,544 | 415,544 | |||
Conversion of ordinary shares | $ 843 | $ (843) | |||
Conversion of ordinary shares (in Shares) | 8,433,333 | (8,433,333) | |||
Accretion of Class A Shares subject to redemption | (5,193,525) | (5,193,525) | |||
Balance at Dec. 31, 2023 | $ 953 | $ 415,544 | $ (18,911,359) | $ (18,494,862) | |
Balance (in Shares) at Dec. 31, 2023 | 9,539,333 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (3,488,613) | $ 2,250,543 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest and dividends earned on investments held in the Trust Account | (5,193,564) | (3,940,174) |
Change in fair value of derivatives | 33,160 | |
Advisory fee reimbursement write off | 2,974,500 | |
Non-redemption liability | 587,145 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 170,045 | 274,162 |
Accrued expenses | 4,127,502 | 788,828 |
Due to Sponsor | 12,998 | |
Net cash used in operating activities | (789,825) | (613,643) |
Cash Flows from Investing Activities | ||
Withdrawal from Trust Account upon redemption of 22,347,384 Class A Shares | 235,015,086 | |
Cash Flows from Financing Activities | ||
Advance from Sponsor | 650,000 | |
Redemption of 22,347,384 Class A Shares | (235,015,086) | |
Net cash used in financing activities | (234,365,086) | |
Net change in cash | (139,825) | (613,643) |
Cash—Beginning of year | 268,199 | 881,842 |
Cash—End of year | 128,374 | $ 268,199 |
Non-Cash Financing and Operating | ||
Reclassification of shares under non-redemption agreements | $ 415,544 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - Class A Common Stock | 12 Months Ended |
Dec. 31, 2023 shares | |
Temporary Equity Stock Redeemed During The Period Shares | 22,347,384 |
Stock Repurchased During Period, Shares | 22,347,384 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS Organization and General LAMF Global Ventures Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on July 20, 2021. The Company was incorporated for the purpose of effecting a 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”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period from July 20, 2021 (inception) through December 31, 2023 relate to the Company’s formation and the Initial Public Offering (“IPO”), and subsequent to the IPO, the search for a prospective target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on November 10, 2021 (the “Effective Date”). On November 16, 2021, the Company consummated the sale of 25,300,000 units, which included the full exercise by the underwriters of their over-allotment option (the “Units”), in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,060,000. Transaction costs amounted to $15,651,363, including $4,000,000 of underwriting fees, $9,915,000 of deferred underwriting fees and $1,736,363 of other offering costs. On May 11, 2023, at an extraordinary general meeting of shareholders of the Company, the Company’s shareholders approved an amendment to the Governing Documents to provide the Company with the right to extend the date by which the Company must consummate a Business Combination to November 16, 2023 (the “Initial Extension”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend the extended date in one-month increments up to six additional times (each, an “Additional Monthly Extension”) up to May 16, 2024 (the Initial Extension and the option to extend for Additional Monthly Extensions are collectively referred to as the “Extension”). The Company’s shareholders also approved a proposal to amend the Governing Documents to eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. The Company’s shareholders also approved a proposal to provide for the right of a holder of the Founder Shares to convert such shares into Class A Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder. In connection with the vote to approve the Extension, the holders of 22,347,384 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.52 per share, for an aggregate redemption amount of $235,015,086. After the satisfaction of such redemptions in May 2023, the balance in the Trust Account as of December 31, 2023 was $32,178,652. On May 5 and May 8, 2023, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third-party investors (the “Investors”), pursuant to which the Investors have, in connection with the Extension, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 2,888,000 Public shares (the “Non-Redeemed Shares”). Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to the Investors (i) for the Initial Extension (as defined below), a number of Founder Shares equal to 21% of the number of Non-Redeemed Shares, or 606,480 Founder Shares, and (ii) for each Additional Monthly Extension (as defined below), a number of Founder Shares equal to 3.5% of the number of Non-Redeemed Shares, or 101,080 Founder Shares for each Additional Monthly Extension, or up to an aggregate of 1,212,960 Founder Shares if all Additional Monthly Extensions are implemented. None of the Non-Redemption Agreements require the Investors party thereto to take any action with respect to an initial business combination, including with respect to the non-redemption or voting of any shares, as such agreements related solely to the non-redemption of Public Shares in connection with the Extension. Following the approval of the proposals at the extraordinary general meeting of shareholders of the Company, the holders of the Founder Shares elected to convert all of the 8,433,333 Founder Shares into Class A Shares. As a result of the redemptions described above and the conversion of the Founder Shares, there are an aggregate of 12,491,949 Class A Shares outstanding as of December 31, 2023, comprised of 2,952,616 Class A Shares held by Public Shareholders, 1,106,000 Class A Shares initially sold as part of the Private Placement Units issued to the Sponsor in connection with the IPO, and 8,433,333 Class A Shares that were converted from the Founder Shares. On September 22, 2023, Wells Fargo Securities, LLC, the sole book-running manager of the IPO, solely with respect to the Business Combination (as defined below), waived its entitlement to the payment of all of its $9,915,000 deferred underwriting commissions for its previously completed role as underwriter of the IPO that would have become due upon the consummation of the Business Combination, without any consideration. Trust Account Following the closing of the IPO on November 16, 2021, $258,060,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a Trust Account. From November 16, 2021 until February 3, 2022, the proceeds in the Trust Account were held in cash. Between February 3, 2022 and December 6, 2023, the proceeds held in the Trust Account were invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. In connection with the extraordinary general meeting of Public Shareholders held on May 11, 2023, the holders of 22,347,384 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.52 per share, for an aggregate redemption amount of approximately $235 million. After the satisfaction of such redemptions in May 2023, the balance in the Trust Account became approximately $31 million. Since December 6, 2023, the funds held in the Trust Account are held in cash. As of December 31, 2023 and 2022, the balance in the Trust Account was $32,178,652 and $262,000,174, respectively. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance the Company will be able to successfully effect a business combination. The Company will provide the holders (the “Public Shareholders”) of the outstanding Class A Shares, par value $0.0001 per share (“Public Shares” or “Class A Shares”), included in the Units sold in the IPO 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 decision as to whether the Company will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (anticipated to be $10.89 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Warrants (as defined in Note 3). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Governing Documents. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A Shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., the Public Warrants (as defined in Note 3), the initial carrying value of Class A Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the consolidated balance sheets until such date that a redemption event takes place. If the Company seeks shareholder approval of a business combination, the Company will proceed with a business combination if a majority of the shares voted are voted in favor of the business combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Governing Documents, conduct redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “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 listing requirements, 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 and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased by them during or after the IPO in favor of approving a business combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Governing Documents provide 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 Class A Shares sold in the IPO, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Governing Documents (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete a business combination within the date provided in the Governing Documents (or up to May 16, 2024, pursuant to the Extension (as defined below)) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Shares in conjunction with any such amendment. If the Company is unable to complete a business combination by the date provided in the Governing Documents (or up to May 16, 2024, pursuant to the Extension) (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a business combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a business combination within the Combination Period 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.89 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company accounts for its Class A Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A Shares (including Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Shares are classified as shareholder’s equity (deficit). The Company’s Class A Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company has until the end of the Combination Period to complete an initial business combination. If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further 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 board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On December 30, 2021, the Company announced that holders of the Units sold in the Company’s IPO may elect to separately trade the Class A Shares and Public Warrants included in the Units commencing on or about December 30, 2021. Each Unit consists of one Class A Share and one-half of one redeemable Warrant to purchase one Class A Share. Any Units not separated will continue to trade on the Nasdaq under the symbol “LGVCU,” and the Class A Shares and Public Warrants will separately trade on Nasdaq under the symbols “LGVC” and “LGVCW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Shares and Warrants. Liquidity and Going Concern As of December 31, 2023, the Company had cash outside the Trust Account of $128,374 and working capital deficit of approximately $5,705,000. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A Shares. As of December 31, 2023, none of the amount in the Trust Account was available to be withdrawn as described above. Until the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of Founder Shares by the Sponsor and a promissory note from the Sponsor. On November 16, 2021, the Company consummated the IPO of 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,060,000. On February 2, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $1,200,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. The Working Capital Promissory Note bears no interest and is repayable in full upon the earlier of the date on which the Company consummates its initial business combination or the date of the Company’s liquidation. Any outstanding principal amount to date under the Working Capital Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Under the Working Capital Promissory Note, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Promissory Note into units of the post-business combination entity at $10.00 per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with the IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Promissory Note. As of February 23, 2024, there was $738,196 outstanding under the Working Capital Promissory Note. The Company anticipates that the $128,374 outside of the Trust Account as of December 31, 2023, along with the Working Capital Loans (as defined below), will be sufficient to allow the Company to operate until May 16, 2024 (pursuant to the Extension), assuming that a business combination is not consummated during that time. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2023, the Company’s management has determined the liquidity condition and date for mandatory liquidation and subsequent redemption of shares raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these consolidated financial statements. The Company intends to complete its initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate a business combination by May 16, 2024 (pursuant to the Extension). Until the consummation of an initial business combination, the Company will be using the funds from the portion of the proceeds from the sale of Private Placement Units not held in the Trust Account, and any additional Working Capital Loans from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company may raise additional capital through loans or additional investments from the Sponsor or the Sponsor’s members. The Sponsor is not obligated to loan the Company additional funds or make additional investments but may do so from time to time to meet the Company’s working capital needs. As of December 31, 2023, the Sponsor advanced $650,000 for the cost of certain regulatory fees incurred by the Company. The Company will reimburse this amount to the Sponsor upon closing of an initial business combination. Management has determined that if the Company is unable to complete a business combination during the Combination Period, then the Company will cease all operations except for the purpose of winding up. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Class A Shares Subject to Possible Redemption The Company accounts for its Class A Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A Shares (including Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Shares are classified as shareholders’ equity (deficit). The Company’s Class A Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Cash and Investments Held in Trust Account As of December 31, 2023, there was $32,178,652 of cash held in the Trust Account. As of December 31, 2022, there was $262,000,174 of assets held in the Trust Account, of which $1,584 was held in cash and $261,998,590 was held in U.S. Treasury Bills. The Company classifies its United States Treasury securities, if any, as trading in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Non-Redemption Agreements On May 5 and May 8, 2023, the Sponsor entered into Non-Redemption Agreements with unaffiliated third-party investors, pursuant to which the Investors, in connection with the Extension, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 2,888,000 Public Shares. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to the Investors (i) for the Initial Extension, a number of Founder Shares equal to 21% of the number of Non-Redeemed Shares, or 606,480 Founder Shares, and (ii) for each Additional Monthly Extension, a number of Founder Shares equal to 3.5% of the number of Non-Redeemed Shares, or 101,080 Founder Shares for each Additional Monthly Extension, or up to an aggregate of 1,212,960 Founder Shares if all Additional Monthly Extensions are implemented. None of the Non-Redemption Agreements require the Investors party thereto to take any action with respect to an initial business combination, including with respect to the non-redemption or voting of any shares, as such agreements related solely to the non-redemption of Public Shares in connection with the Extension. On November 16, 2023, and December 16, 2023, 101,080 and 101,080 Class A Shares, respectively, were transferred in connection with the Extension under the Non-Redemption Agreements. The Company accounts for Non-Redemption Agreements under the applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Management’s assessment considers whether the arrangements are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the arrangements meet all of the requirements for equity classification under ASC 815, including whether the liabilities are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Non-Redemption Agreement issuance and as of each subsequent quarterly period end date for which the number of shares due to be transferred under the agreement are possible but remain undetermined. As of December 31, 2023, the non-redemption liability consists of 404,320 shares with an estimated fair value of $204,761. Changes in the estimated fair value of the Non-Redemption Agreements are recognized as a non-cash gain or loss in the consolidated statements of operations. The fair value of the Non-Redemption Agreements was estimated using inputs such as the price of the underlying stock, the market interest rate, the likelihood of completion of a transaction and the time remaining to a possible transaction. Ordinary Shares Subject to Possible Redemption All of the 25,300,000 Public Shares initially issued in the IPO contain a redemption feature which allows for their redemption in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Governing Documents. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. In accordance with the ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Class A Shares as redeemable. Immediately upon the closing of the IPO, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Class A Shares and the redemption value. At December 31, 2023 and 2022, the Class A Shares reflected on the consolidated balance sheets are reconciled in the following table: Class A Shares subject to possible redemption at January 1, 2022 $ 258,060,000 Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 3,840,213 Class A Ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A Shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2023 5,193,525 Class A Shares subject to possible redemption at December 31, 2023 $ 32,078,652 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The consolidated statements of operations include a presentation of income (loss) per Class A Share and income (loss) per Class B ordinary share. In order to determine the net income (loss) attributable to both the Class A Shares and the Class B 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 accretion to redemption value of the ordinary shares subject to possible redemption was excluded as redemption value approximates fair value. Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) including carrying value to redemption $ (2,971,459 ) $ (517,154 ) $ 1,705,769 $ 544,774 Denominator: Basic and diluted weighted-average shares outstanding 17,523,880 3,049,863 26,406,000 8,433,333 Basic and diluted net income (loss) per ordinary share $ (0.17 ) $ (0.17 ) $ 0.06 $ 0.06 Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the audited consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC if currently adopted, would have a material impact on the Company’s audited consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 25,300,000 Units (including 3,300,000 Units as part of the underwriters’ full exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one Class A Share and one-half of one redeemable warrant (each whole warrant, a “Public Warrant” and, together with the Private Placement Warrants (as defined in Note 4), the “Warrants”). Each Public Warrant entitles the holder to purchase one Class A Share at a price of $11.50 per share, subject to adjustment (see Note 7). The Warrants will become exercisable 30 days after the completion of the Company’s initial business combination, and will expire five |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 – PRIVATE PLACEMENT On November 16, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of 1,106,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $11,060,000 (the “Private Placement”). Each whole Private Placement Unit consists of one Class A Share (each, a “Private Placement Share”) and one-half of one redeemable warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable to purchase one Class A Share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On September 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On November 10, 2021, the Company effected a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to the Sponsor. All shares and associated amounts have been retroactively restated to reflect the share capitalization, resulting in an aggregate of 8,433,333 Founder Shares outstanding as of December 31, 2023 and 2022. As described in Note 1, in connection with the Extension, all 8,433,333 Class B ordinary shares were converted into 8,433,333 Class A Shares on May 11, 2023, resulting in no Class B ordinary shares outstanding. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest to occur of (i) (x) with respect to one- third of such shares, until consummation of the initial business combination, (y) with respect to one-third of such shares, until the closing price of the Class A Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial business combination and (z) with respect to one-third of such shares, until the closing price of the Class A Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial business combination; (ii) two In connection with the Business Combination (as defined below), pursuant to the Sponsor Support Agreement (as defined below), the Sponsor Parties (as defined below) agreed to not transfer any Class A Shares held by them for a period of six months following the closing of the Business Combination (the “Sponsor Parties Lock-up Period”), other than (i) the Class A Shares to be transferred by the Sponsor to certain unaffiliated third parties who executed Non-Redemption Agreements with the Company and the Sponsor in May 2023, which will be free from contractual transfer restrictions following the closing of the Business Combination, or (ii) the Private Placement Warrants or Class A Shares that were included as part of the Units purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO, which will continue to be subject to transfer restrictions for 30 days following the closing of the Business Combination. With respect to 2,450,980 Class A Shares (the “Pooled Shares”), the Sponsor Parties Lock-up Period will expire on the later of (a) six months after the closing of the Business Combination and (b) the earliest of (i) Holdco (as defined below) or Nuvo (as defined below) having received, on or after the closing of the Business Combination, gross proceeds of at least $25,000,000 from an equity financing (excluding the Interim Financing), (ii) Holdco having closed its first marketed/underwritten follow-on offering and (iii) Holdco having completed a change of control transaction. Related Party Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,200,000 of the Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. At December 31, 2023 and 2022, no such Working Capital Loans were outstanding. As noted in Subsequent Events, on February 2, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $1,200,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. The Working Capital Promissory Note bears no interest and is repayable in full upon the earlier of the date on which the Company consummates its initial business combination or the date of the Company’s liquidation. Any outstanding principal amount to date under the Working Capital Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Under the Working Capital Promissory Note, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Promissory Note into units of the post-business combination entity at $10.00 per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with the IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Promissory Note. As of February 23, 2024, there was $738,196 outstanding under the Working Capital Promissory Note. Due to Affiliate An affiliate of the Company advanced $88,196 for the cost of certain regulatory fees incurred by the Company. The Company will reimburse this amount to the affiliate. As of both December 31, 2023 and 2022, balance due to affiliate totaled $88,196. The Sponsor advanced $650,000 for the cost of certain regulatory fees incurred by the Company. The Company will reimburse this amount to the Sponsor upon closing of an Initial Business Combination. As of December 31, 2023, balance due to the Sponsor totaled $650,000 and is non-interest bearing. As noted above in Related Party Loans and as noted below in Subsequent Events, on February 2, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $1,200,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. The Working Capital Promissory Note bears no interest and is repayable in full upon the earlier of the date on which the Company consummates its initial business combination or the date of the Company’s liquidation. Any outstanding principal amount to date under the Working Capital Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Under the Working Capital Promissory Note, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Promissory Note into units of the post-business combination entity at $10.00 per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with the IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Promissory Note. The aggregate balance due to the Sponsor from advances described above was reflected as a draft on the Working Capital Promissory Note on the date of issuance of the Working Capital Promissory Note. As of February 23, 2024, there was $738,196 outstanding under the Working Capital Promissory Note, which includes the $88,196 advance from an affiliate of the Company and the Sponsor advance of $650,000. Administrative Services Agreement On November 10, 2021, the Company entered into an agreement to pay the Sponsor (and/or its affiliates or designees) an aggregate of $20,000 per month for office space and, secretarial, and administrative services. For the year ended December 31, 2023 and 2022, the Company incurred $240,000 and $240,000, respectively, of administrative services under the arrangement. For the year ended December 31, 2023 and 2022, amounts due to the Sponsor were $160,000 and $0 in accrued expenses, respectively. Upon the earlier of the Company’s consummation of a business combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of issuance of these audited consolidated financial statements. The audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, Russia commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The invasion of Ukraine may result in market volatility that could adversely affect stock price and search for a target company. Further, the impact of this action and related sanctions on the world economy isnot determinable as of the date of these consolidated financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region. It is unknown how long the disruptions will continue and whether such disruption will become more severe. The impact of the conflict on the world economy is not determinable as of the date of these consolidated financial statements, and the specific impact on the Company’s financial condition, result of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Registration Rights The holders of the Founder Shares (and the Class A Shares into which they have been converted), Private Placement Units, Private Placement Shares, Private Placement Warrants, the Class A Shares underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to the registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. At the closing of the Business Combination, LAMF, Nuvo, Holdco, Sponsor, Simon Horsman, Jeffrey Soros, Morgan Earnest, Christina Spade, Adriana Machado, and Michael Brown, as executive officers and/or directors of LAMF prior to the closing of the Business Combination, Keith Harris, as advisor to LAMF prior to the closing of the Business Combination, LAMF SPAC I LLC, Nweis Investments LLC, Atoe LLC, 10X LAMF SPC SPV LLC, 10X LLC, ASCJ Global LLC – Series 16, and Cohen Sponsor LLC – A16 RS, as the members of the Sponsor, certain Nuvo Shareholders, and the executive officers and directors of Nuvo prior to the closing of the Business Combination, will enter into the Registration Rights Agreement, pursuant to which, among other things, Holdco will agree to agree to register for resale, pursuant to Rule 415 under the Securities Act, of certain Holdco securities (the “Registrable Securities”) that are held by the parties thereto from time to time. The parties will be granted certain customary demand and piggyback registration rights under the Registration Rights Agreement, which are subject to customary terms and conditions, including with respect to cooperation and reduction of underwritten shelf takedown provisions, with respect to the securities of Holdco. Pursuant to the terms of the Non-Redemption Agreements, the Sponsor has agreed to assign its rights with respect to the shares to be transferred to the investors party to such agreements under the Registration Rights Agreement. Business Combination Agreement On August 17, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which the Company will engage in a business combination transaction with Nuvo Group Ltd., a limited liability company organized under the State of Israel (“Nuvo”) (the “Business Combination”). The public company ultimately resulting from the completion of the Business Combination will be Holdco Nuvo Group D.G. Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”). The parties to the Business Combination Agreement are the Company, Nuvo, Holdco, Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdco, and H.F.N. Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of the Company. Concurrently with the execution of the Business Combination Agreement, the Company entered into (a) a sponsor support agreement with the Sponsor and other Company insiders party thereto (the “Sponsor Parties”), Holdco, and Nuvo, pursuant to which the Sponsor Parties agreed to vote in favor of the adoption and approval of the Business Combination, be bound by certain other covenants and agreements related to the Business Combination, be bound by certain transfer restrictions with respect to their securities of the Company during the pendency of the Business Combination, and not redeem any Class A ordinary shares in connection with the Business Combination; and (b) a shareholder support agreement with Nuvo, Holdco and certain shareholders of Nuvo (“Nuvo Shareholders”), pursuant to which Nuvo Shareholders agreed, among other things, to vote in favor of the adoption and approval of the Nuvo Transaction, be bound by certain other covenants and agreements related to the Business Combination and be bound by certain transfer restrictions with respect to their Nuvo securities during the pendency of the Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,300,000 Units to cover over- allotments, if any, at the IPO price less underwriting discounts. On November 16, 2021, the underwriters elected to fully exercise the over-allotment option and purchased 3,300,000 Units. The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of 20,000,000 of the Units sold in the IPO or $4,000,000. The underwriters were originally entitled to deferred underwriting discounts of 2% of the gross proceeds of 2,000,000 Units, 3.5% of the gross proceeds of 22,000,000 Units, and 5.5% of the gross proceeds of all Units sold in the IPO ($9,915,000 in the aggregate) held in the Trust Account upon the completion of the initial business combination, subject to the terms of the underwriting agreement. However, on September 22, 2023, Wells Fargo Securities, LLC, the sole book-running manager of the IPO, solely with respect to the Business Combination, waived its entitlement to the payment of all of its $9,915,000 deferred underwriting commissions for its previously completed role as underwriter of the IPO that would have become due upon the consummation of the Business Combination, without any consideration. Consulting and Advisory Services Agreement In connection with the IPO, the Company engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. Of such amount, $1,200,000 was paid at the closing of the IPO with the remainder deferred until the consummation of the Company’s initial Business Combination. Such amount was included as part of the offering costs for the IPO. The underwriters of the IPO agreed to reimburse the Company for this cost; a total of $1,175,000 was received from the underwriters at the time of closing of the IPO, and an additional $25,000 was paid by the underwriters to cover legal fees that were part of the offering costs. The Company also engaged CCM to provide consulting and advisory services in connection with the Company’s initial business combination for an additional fee for such services if provided equal 1.05% of the IPO proceeds. A reimbursement receivable and deferred advisory fee payable of $2,974,500 were reflected in the accompanying consolidated balance sheets. At December 31, 2023, the Company recorded an allowance for credit loss of $2,974,500 relating to the reimbursement receivable. The allowance for credit loss is included in the general and administrative costs in the consolidated statement of operations. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7 – SHAREHOLDERS’ DEFICIT Preference Shares no Class A Shares - Class B Ordinary Shares no Warrants The Warrants cannot be exercised until 30 days after the completion of the initial business combination, and will expire at 5:00 p.m., New York City time, five The Company will not be obligated to deliver any Class A Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A Share upon exercise of a Warrant unless the Class A Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A Share underlying such Unit. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 day’s prior written notice of redemption (the “30-day redemption period”); and if, and only if, the closing price of the Class A Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Shares and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company calls the Warrants for redemption as described above, the management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A Shares issuable upon the exercise of the Warrants. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “fair market value” of the Class A Shares over the exercise price of the Warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. The Private Placement Warrants, as well as any Warrants underlying additional units the Company may issue upon the conversion of Working Capital Loans, are identical to the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. Transfers between fair value levels are recorded at the end of each reporting period. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2023 Level 2022 Investments held in Trust Account – United States Treasury securities — — 1 261,998,590 Non-Redemption Agreement derivative liability 3 $ 204,761 — At December 31, 2023, assets held in the Trust Account were comprised of $32,178,652 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $261,998,590 in United States Treasury securities and $1,584 in cash. During the year ended December 31, 2023 and 2022, the Company did not Non-Redemption Agreements The Non-Redemption Agreements are classified as Level 3. The key inputs into the discounted cash flow method for the Non-Redemption Agreements were as follows at issuance: May 5, Input 2023 Expected term (years) 1.00 Probability of completion of a business combination 5 % Discount rate 8.25 % Fair value of the ordinary share price $ 10.48 The key inputs into the discounted cash flow method for the Non-Redemption Agreements were as follows at December 31, 2023: December 31, Input 2023 Expected term (years) 0.50 Probability of completion of a business combination 10 % Discount rate 8.50 % Fair value of the ordinary share price $ 10.77 The following table presents the changes in the fair value of the derivative non-redemption liabilities: Fair value as of January 1, 2023 $ — Issuance of Non-Redemption Agreements 587,145 Reclassification of Non-Redemption Agreements to additional paid-in capital (415,544 ) Change in fair value of derivative non-redemption liabilities 33,160 Fair value as of December 31, 2023 $ 204,761 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On February 2, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $1,200,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. The Working Capital Promissory Note bears no interest and is repayable in full upon the earlier of the date on which the Company consummates its initial business combination or the date of the Company’s liquidation. Any outstanding principal amount to date under the Working Capital Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Under the Working Capital Promissory Note, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Promissory Note into units of the post-business combination entity at $10.00 per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with the IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Working Capital Promissory Note. As of February 23, 2024, there was $738,196 outstanding under the Working Capital Promissory Note. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,488,613) | $ 2,250,543 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A Shares (including Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Shares are classified as shareholders’ equity (deficit). The Company’s Class A Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account As of December 31, 2023, there was $32,178,652 of cash held in the Trust Account. As of December 31, 2022, there was $262,000,174 of assets held in the Trust Account, of which $1,584 was held in cash and $261,998,590 was held in U.S. Treasury Bills. The Company classifies its United States Treasury securities, if any, as trading in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
Non-Redemption Agreements | Non-Redemption Agreements On May 5 and May 8, 2023, the Sponsor entered into Non-Redemption Agreements with unaffiliated third-party investors, pursuant to which the Investors, in connection with the Extension, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 2,888,000 Public Shares. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to the Investors (i) for the Initial Extension, a number of Founder Shares equal to 21% of the number of Non-Redeemed Shares, or 606,480 Founder Shares, and (ii) for each Additional Monthly Extension, a number of Founder Shares equal to 3.5% of the number of Non-Redeemed Shares, or 101,080 Founder Shares for each Additional Monthly Extension, or up to an aggregate of 1,212,960 Founder Shares if all Additional Monthly Extensions are implemented. None of the Non-Redemption Agreements require the Investors party thereto to take any action with respect to an initial business combination, including with respect to the non-redemption or voting of any shares, as such agreements related solely to the non-redemption of Public Shares in connection with the Extension. On November 16, 2023, and December 16, 2023, 101,080 and 101,080 Class A Shares, respectively, were transferred in connection with the Extension under the Non-Redemption Agreements. The Company accounts for Non-Redemption Agreements under the applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Management’s assessment considers whether the arrangements are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the arrangements meet all of the requirements for equity classification under ASC 815, including whether the liabilities are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Non-Redemption Agreement issuance and as of each subsequent quarterly period end date for which the number of shares due to be transferred under the agreement are possible but remain undetermined. As of December 31, 2023, the non-redemption liability consists of 404,320 shares with an estimated fair value of $204,761. Changes in the estimated fair value of the Non-Redemption Agreements are recognized as a non-cash gain or loss in the consolidated statements of operations. The fair value of the Non-Redemption Agreements was estimated using inputs such as the price of the underlying stock, the market interest rate, the likelihood of completion of a transaction and the time remaining to a possible transaction. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 25,300,000 Public Shares initially issued in the IPO contain a redemption feature which allows for their redemption in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Governing Documents. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. In accordance with the ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Class A Shares as redeemable. Immediately upon the closing of the IPO, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Class A Shares and the redemption value. At December 31, 2023 and 2022, the Class A Shares reflected on the consolidated balance sheets are reconciled in the following table: Class A Shares subject to possible redemption at January 1, 2022 $ 258,060,000 Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 3,840,213 Class A Ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A Shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2023 5,193,525 Class A Shares subject to possible redemption at December 31, 2023 $ 32,078,652 |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The consolidated statements of operations include a presentation of income (loss) per Class A Share and income (loss) per Class B ordinary share. In order to determine the net income (loss) attributable to both the Class A Shares and the Class B 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 accretion to redemption value of the ordinary shares subject to possible redemption was excluded as redemption value approximates fair value. Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) including carrying value to redemption $ (2,971,459 ) $ (517,154 ) $ 1,705,769 $ 544,774 Denominator: Basic and diluted weighted-average shares outstanding 17,523,880 3,049,863 26,406,000 8,433,333 Basic and diluted net income (loss) per ordinary share $ (0.17 ) $ (0.17 ) $ 0.06 $ 0.06 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the audited consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC if currently adopted, would have a material impact on the Company’s audited consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Class A Shares Reflected on the Consolidated Balance Sheets | At December 31, 2023 and 2022, the Class A Shares reflected on the consolidated balance sheets are reconciled in the following table: Class A Shares subject to possible redemption at January 1, 2022 $ 258,060,000 Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 3,840,213 Class A Ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A Shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2023 5,193,525 Class A Shares subject to possible redemption at December 31, 2023 $ 32,078,652 |
Schedule of Net Income (Loss) Per Ordinary Share | For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was excluded as redemption value approximates fair value. Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) including carrying value to redemption $ (2,971,459 ) $ (517,154 ) $ 1,705,769 $ 544,774 Denominator: Basic and diluted weighted-average shares outstanding 17,523,880 3,049,863 26,406,000 8,433,333 Basic and diluted net income (loss) per ordinary share $ (0.17 ) $ (0.17 ) $ 0.06 $ 0.06 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2023 Level 2022 Investments held in Trust Account – United States Treasury securities — — 1 261,998,590 Non-Redemption Agreement derivative liability 3 $ 204,761 — |
Schedule of Fair Value Concentration of Risk | The key inputs into the discounted cash flow method for the Non-Redemption Agreements were as follows at issuance: May 5, Input 2023 Expected term (years) 1.00 Probability of completion of a business combination 5 % Discount rate 8.25 % Fair value of the ordinary share price $ 10.48 December 31, Input 2023 Expected term (years) 0.50 Probability of completion of a business combination 10 % Discount rate 8.50 % Fair value of the ordinary share price $ 10.77 |
Schedule of Derivative Liabilities at Fair Value | The following table presents the changes in the fair value of the derivative non-redemption liabilities: Fair value as of January 1, 2023 $ — Issuance of Non-Redemption Agreements 587,145 Reclassification of Non-Redemption Agreements to additional paid-in capital (415,544 ) Change in fair value of derivative non-redemption liabilities 33,160 Fair value as of December 31, 2023 $ 204,761 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 12 Months Ended | |||||||
Feb. 23, 2024 | May 11, 2023 | Nov. 16, 2021 | Dec. 31, 2023 | Feb. 02, 2024 | Sep. 22, 2023 | May 08, 2023 | Dec. 31, 2022 | |
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 25,300,000 | |||||||
Generating gross proceeds | $ 11,060,000 | |||||||
Transaction costs amount | $ 15,651,363 | |||||||
Underwriting fees | 4,000,000 | |||||||
Deferred underwriting fees | 9,915,000 | |||||||
Other offering costs | 1,736,363 | |||||||
Tangible assets to be less than | $ 5,000,001 | |||||||
Tangible assets of at least | $ 5,000,001 | |||||||
Public shares (in Shares) | 22,347,384 | |||||||
Redemption price per share (in Dollars per share) | $ 10.52 | |||||||
Aggregate redemption amount | $ 235,015,086 | 235,000,000 | ||||||
Cash in trust account | $ 32,178,652 | $ 32,178,652 | ||||||
Deferred underwriting commissions | $ 9,915,000 | |||||||
Price per unit (in Dollars per share) | $ 18 | |||||||
Maturity days | 185 days | |||||||
Amount held in trust account | $ 31,000,000 | |||||||
Investments in trust account | 262,000,174 | |||||||
Percentage of redeeming shares | 15% | |||||||
Percentage of redeem of public shares | 100% | |||||||
Number of business days redeem public share | 10 days | |||||||
Net of taxes payable | $ 100,000 | |||||||
Cash outside the trust account | 128,374 | $ 268,199 | ||||||
Working capital deficit | $ 5,705,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Sponsor advance | $ 650,000 | |||||||
Minimum [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Per share held in the trust account (in Dollars per share) | $ 10.89 | |||||||
Maximum [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Per share held in the trust account (in Dollars per share) | $ 10.89 | |||||||
Private Placement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 1,106,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds | $ 11,060,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 3,300,000 | |||||||
IPO [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 3,300,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Gross proceeds | $ 253,000,000 | |||||||
Payments to Acquire Restricted Investments | $ 258,060,000 | |||||||
Price per unit (in Dollars per share) | $ 10.2 | |||||||
Class A Common Stock [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Public shares (in Shares) | 22,347,384 | |||||||
Shares outstanding (in Shares) | 9,539,333 | 1,106,000 | ||||||
Temporary equity shares subject to redemption (in Shares) | 22,347,384 | |||||||
Redemption price per share (in Dollars per share) | $ 10.86 | $ 10.35 | ||||||
Par value (in Dollars per share) | $ 0.0001 | |||||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Shares outstanding (in Shares) | 1,106,000 | |||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Redemption price per share (in Dollars per share) | $ 10.52 | |||||||
Underwriting Agreement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Gross proceeds | $ 4,000,000 | |||||||
Deferred underwriting fees | $ 9,915,000 | |||||||
Cash outside the trust account | $ 128,374 | |||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 3,300,000 | |||||||
Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Aggregate public shares (in Shares) | 2,888,000 | |||||||
Subsequent Event [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Face amount | $ 1,200,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Forecast [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Outstanding working capital promissory note | $ 738,196 | |||||||
Condition To Effect Business Combination [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Number of business days redeem public share | 10 years | |||||||
Net of taxes payable | $ 100,000 | |||||||
Condition To Effect Business Combination [Member] | Minimum [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Percentage of aggregate fair market value | 80% | |||||||
Redemption value per share (in Dollars per share) | $ 10.89 | |||||||
Condition To Effect Business Combination [Member] | Business Combination [Member] | Minimum [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Percentage of post transaction company owns | 50% | |||||||
Sponsor [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Sponsor [Member] | Private Placement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 1,106,000 | |||||||
Initial Extension [Member] | Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Percentage of non redeemed shares | 21% | |||||||
Additional Monthly Extension [Member] | Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Percentage of non redeemed shares | 3.50% | |||||||
Sponsor [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 253,000,000 | |||||||
Sponsor [Member] | Private Placement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 25,300,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 3,300,000 | |||||||
Sponsor [Member] | Underwriting Agreement [Member] | Private Placement [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Founder [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Shares outstanding (in Shares) | 8,433,333 | 8,433,333 | ||||||
Founder [Member] | IPO [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Sale of units (in Shares) | 25,300,000 | |||||||
Shares outstanding (in Shares) | 8,433,333 | |||||||
Founder [Member] | Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Founder shares (in Shares) | 1,212,960 | |||||||
Founder [Member] | Initial Extension [Member] | Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Founder shares (in Shares) | 606,480 | |||||||
Founder [Member] | Additional Monthly Extension [Member] | Non Redemption Agreements [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Founder shares (in Shares) | 101,080 | |||||||
Public Shareholders [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Shares outstanding (in Shares) | 12,491,949 | |||||||
Per share held in the trust account (in Dollars per share) | $ 10.2 | |||||||
Public Shareholders [Member] | Minimum [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Per share held in the trust account (in Dollars per share) | $ 10.2 | |||||||
Public Shareholders [Member] | Class A Common Stock [Member] | ||||||||
Organization and Business Operations [Line Items] | ||||||||
Shares outstanding (in Shares) | 2,952,616 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 16, 2023 | Nov. 16, 2023 | Dec. 31, 2023 | May 11, 2023 | May 08, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||||||
Cash equivalents | ||||||
FDIC coverage limit | 250,000 | |||||
Cash held in the trust account | 32,178,652 | $ 32,178,652 | ||||
Investments in trust account | 262,000,174 | |||||
Offering costs | 15,651,363 | |||||
Tax provision for the period | ||||||
IPO [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Issuance of shares (in Shares) | 25,300,000 | |||||
Class A Ordinary Shares [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Shares transferred (in Shares) | 101,080 | 101,080 | ||||
Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of holders of shares who accepted non-redemption agreement (in Shares) | 2,888,000 | |||||
Non-redemption liability (in Shares) | 404,320 | |||||
Fair value of the non-redemption | $ 204,761 | |||||
Cash [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Investments in trust account | 1,584 | |||||
US Treasury Securities [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Investments in trust account | $ 261,998,590 | |||||
Founder [Member] | Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of holders of shares who accepted non-redemption agreement (in Shares) | 1,212,960 | |||||
Initial Extension [Member] | Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of non redeemed share | 21% | |||||
Initial Extension [Member] | Founder [Member] | Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of holders of shares who accepted non-redemption agreement (in Shares) | 606,480 | |||||
Additional Monthly Extension [Member] | Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of non redeemed share | 3.50% | |||||
Additional Monthly Extension [Member] | Founder [Member] | Non Redemption Agreements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of holders of shares who accepted non-redemption agreement (in Shares) | 101,080 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Class A Shares Reflected on the Consolidated Balance Sheets - Class A Common Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Shares Reflected on the Balance Sheet [Line Items] | ||
Class A Shares subject to possible redemption | $ 261,900,213 | $ 258,060,000 |
Plus: | ||
Accretion of carrying value to redemption value for the year ended | 5,193,525 | 3,840,213 |
Class A Shares subject to possible redemption | 32,078,652 | $ 261,900,213 |
Less: Class A Shares redeemed from the Trust Account | $ (235,015,086) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Ordinary Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) including carrying value to redemption | $ (2,971,459) | $ 1,705,769 |
Basic weighted-average shares outstanding | 17,523,880 | 26,406,000 |
Basic net income (loss) per ordinary share | $ (0.17) | $ 0.06 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) including carrying value to redemption | $ (517,154) | $ 544,774 |
Basic weighted-average shares outstanding | 3,049,863 | 8,433,333 |
Basic net income (loss) per ordinary share | $ (0.17) | $ 0.06 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Ordinary Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Ordinary Share (Parentheticals) [Line Items] | ||
Diluted weighted-average shares outstanding | 17,523,880 | 26,406,000 |
Diluted net income (loss) per ordinary share | $ (0.17) | $ 0.06 |
Class B Common Stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Ordinary Share (Parentheticals) [Line Items] | ||
Diluted weighted-average shares outstanding | 3,049,863 | 8,433,333 |
Diluted net income (loss) per ordinary share | $ (0.17) | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Initial Public Offering [Line Items] | |
Number of founder shares purchased by sponsor | shares | 25,300,000 |
Price per share unit | $ / shares | $ 10 |
Initial business combination, expire | 5 years |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Number of founder shares purchased by sponsor | shares | 3,300,000 |
Exercisable days | 30 days |
Initial business combination, expire | 5 years |
Public Warrants [Member] | IPO [Member] | |
Initial Public Offering [Line Items] | |
Redeemable warrant | $ / shares | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | Nov. 16, 2021 USD ($) $ / shares shares |
Private Placement (Details) [Line Items] | |
Issuance and sale of private placement units (in Shares) | shares | 1,106,000 |
Price per share | $ 10 |
Gross proceeds of private placement (in Dollars) | $ | $ 11,060,000 |
Warrant price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||||
Feb. 23, 2024 | Feb. 02, 2024 | Nov. 16, 2021 | Nov. 10, 2021 | Sep. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |||||||
Aggregate of founder shares (in Shares) | 25,300,000 | ||||||
Price per share (in Dollars per share) | $ 18 | ||||||
Lock in period of shares | 2 years | ||||||
Gross proceeds | $ 25,000,000 | ||||||
Borrowings from sponsor | $ 650,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Balance due to affiliate | $ 88,196 | $ 88,196 | |||||
Class B Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Outstanding shares (in Shares) | 0 | 8,433,333 | |||||
Class B Common Stock [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Conversion of stock (in Shares) | 8,433,333 | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Outstanding shares (in Shares) | 9,539,333 | 1,106,000 | |||||
Class A Common Stock [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Ordinary shares were converted (in Shares) | 8,433,333 | ||||||
Subsequent Event [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Borrowings from sponsor | $ 1,200,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Subsequent Event [Member] | Unsecured Debt [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Forecast [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Outstanding working capital promissory note | $ 738,196 | ||||||
Forecast [Member] | Affiliated Entity [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Outstanding working capital promissory note | 738,196 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | Class A Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Sponsor lock up period share (in Shares) | 2,450,980 | ||||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate of founder shares (in Shares) | 253,000,000 | ||||||
Amounts due to Sponsor in accrued expenses | $ 650,000 | ||||||
Advances | 650,000 | ||||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Sponsor payment | $ 25,000 | ||||||
Price per share (in Dollars per share) | $ 0.003 | ||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Borrowings from sponsor | $ 1,200,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 10 | ||||||
Working capital loans | 0 | $ 0 | |||||
Sponsor [Member] | Working Capital Loans [Member] | Forecast [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Conversion of working capital loan | $ 1,200,000 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Amounts due to Sponsor in accrued expenses | 160,000 | 0 | |||||
Administrative services cost | $ 240,000 | $ 240,000 | |||||
Founder Shares [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Outstanding shares (in Shares) | 8,433,333 | 8,433,333 | |||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate of founder shares (in Shares) | 7,666,667 | ||||||
Founder Shares [Member] | Share Capitalization [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate of founder shares (in Shares) | 766,666 | ||||||
Founder Shares [Member] | Share Tranche Two [Member] | Class A Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Price per share (in Dollars per share) | $ 12 | ||||||
Number of trading days | 20 days | ||||||
Number of trading days | 30 days | ||||||
Founder Shares [Member] | Share Tranche Three [Member] | Class A Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Price per share (in Dollars per share) | $ 15 | ||||||
Number of trading days | 20 days | ||||||
Number of trading days | 30 days | ||||||
Affiliate of Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Balance due to affiliate | $ 88,196 | ||||||
Amounts due to Sponsor in accrued expenses | $ 650,000 | ||||||
Affiliate of Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Payment of services per month | $ 20,000 | ||||||
Affiliate [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Advances | $ 88,196 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Nov. 16, 2021 | Dec. 31, 2023 | Sep. 22, 2023 | |
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional shares (in Shares) | 25,300,000 | ||
Aggregate amount of sale of IPO | $ 9,915,000 | ||
Payment of deferred underwriting commissions | $ 9,915,000 | ||
Payment of deferred advisory fee | 2,974,500 | ||
Allowance for credit loss | $ 2,974,500 | ||
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Term of granted period | 45 days | ||
Purchase of additional shares (in Shares) | 3,300,000 | ||
Underwriting Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Percentage of underwriting discount | 2% | ||
Gross proceed (in Shares) | 20,000,000 | ||
Gross proceeds of sale of IPO | $ 4,000,000 | ||
Percentage of deferred underwriting discounts | 2% | ||
Gross proceeds of deferred underwriting discounts units (in Shares) | 2,000,000 | ||
Rate of gross proceeds | 3.50% | ||
Gross proceeds of deferred underwriting discounts units (in Shares) | 22,000,000 | ||
Rate of gross proceeds | 5.50% | ||
Aggregate amount of sale of IPO | $ 9,915,000 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional shares (in Shares) | 3,300,000 | ||
Consulting and Advisory Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Payment of underwriting expense | $ 1,200,000 | ||
Reimbursement received from underwriter | 1,175,000 | ||
Additional payment for legal fees | $ 25,000 | ||
Consulting and Advisory Agreement [Member] | Minimum [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate proceeds of IPO | 0.60% | ||
Consulting and Advisory Agreement [Member] | Maximum [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate proceeds of IPO | 1.05% | ||
IPO [Member] | Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional shares (in Shares) | 3,300,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 12 Months Ended | |||
May 11, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholder's Deficit [Line Items] | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares outstanding | ||||
Preferred stock shares issued | ||||
Price per share (in Dollars per share) | $ 18 | |||
Warrant cannot be exercise | 30 days | |||
After the completion year | 5 years | |||
Price per warrant (in Dollars per share) | $ 0.01 | |||
Prior written notice | 30 days | |||
Number of trading days ending | 10 days | |||
Class A Ordinary Shares [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Temporary Equity Shares Outstanding | 2,952,616 | 25,300,000 | ||
Common stock shares outstanding | 9,539,333 | 1,106,000 | ||
Common stock shares issued | 9,539,333 | 1,106,000 | ||
Converted share issued | 8,433,333 | |||
Class A Ordinary Shares [Member] | Common Stock [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Shares outstanding | 9,539,333 | 1,106,000 | 1,106,000 | |
Class B Ordinary Shares [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock shares outstanding | 0 | 8,433,333 | ||
Common stock shares issued | 0 | 8,433,333 | ||
Converted share issued | 8,433,333 | |||
Class B Ordinary Shares [Member] | Common Stock [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Common stock shares authorized | 50,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Shares outstanding | 8,433,333 | 8,433,333 | ||
Common stock shares outstanding | ||||
Warrants [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.5 | |||
Issued price per share (in Dollars per share) | $ 9.2 | |||
Percentage of warrant adjustment | 115% | |||
Price per share (in Dollars per share) | $ 18 | |||
Percentage of newly issued price | 180% | |||
Number of trading days | 20 days | |||
Number of trading day period | 30 days | |||
Warrants [Member] | Minimum [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Percentage of total equity proceeds | 60% | |||
Warrants [Member] | Class A Ordinary Shares [Member] | ||||
Shareholder's Deficit [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Details) [Line Items] | |||
Assets held in the trust account | $ 262,000,174 | ||
Withdraw of interest income from the trust account | |||
US Treasury Securities [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in the trust account | $ 32,178,652 | 261,998,590 | |
Cash [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in the trust account | $ 1,584 | ||
Class A Ordinary Shares [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Withdraw of interest income from the trust account | $ 235,015,086 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account – United States Treasury securities | $ 261,998,590 | |
Fair Value, Inputs, Level 3 [Member] | Non Redemption Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Redemption Agreement derivative liability | $ 204,761 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value Concentration of Risk - Level 3 [Member] - Non Redemption Agreements [Member] - $ / shares | Dec. 31, 2023 | May 05, 2023 |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Expected term (years) | 6 months | 1 year |
Probability of completion of a business combination | 10% | 5% |
Discount rate | 8.50% | 8.25% |
Fair value of the ordinary share price (in Dollars per share) | $ 10.77 | $ 10.48 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Derivative Liabilities at Fair Value - Non Redemption Agreements [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |
Fair value as of January 1, 2023 | |
Issuance of Non-Redemption Agreements | 587,145 |
Reclassification of Non-Redemption Agreements to additional paid-in capital | (415,544) |
Change in fair value of derivative non-redemption liabilities | 33,160 |
Fair value as of December 31, 2023 | $ 204,761 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 23, 2024 | Feb. 02, 2024 | Dec. 31, 2023 |
Subsequent Events [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Subsequent Event [Member] | |||
Subsequent Events [Line Items] | |||
Issued an unsecured promissory note | $ 1,200,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Forecast [Member] | |||
Subsequent Events [Line Items] | |||
Outstanding working capital promissory note. | $ 738,196 |