Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41070 | |
Entity Registrant Name | ENERGEM CORP. | |
Entity Central Index Key | 0001879373 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Level 3, Tower 11, Avenue 5, No. 8 | |
Entity Address, Address Line Two | Jalan Kerinchi, Bangsar South | |
Entity Address, Address Line Three | Wilayah Persekutuan | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 59200 | |
City Area Code | (60) | |
Local Phone Number | 3270 47622 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant | |
Trading Symbol | ENCPU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares included as part of the units [Member] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | ENCP | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | ENCPW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 528,075 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Current Assets-Cash | $ 86,944 | $ 47,789 |
Prepaid expenses | 66,805 | 143,055 |
Other Receivables | 170,594 | |
Total Current Asset | 153,749 | 361,438 |
Cash and marketable securities held in the trust | 13,613,146 | 19,535,946 |
Total assets | 13,766,895 | 19,897,384 |
Current liabilities | ||
Accrued expenses | 630,784 | 686,195 |
Other payables | 230,000 | 140,000 |
Working capital loan | 334,557 | |
Extension Loan | 877,193 | 170,594 |
Total Current liabilities | 2,161,076 | 1,085,331 |
Deferred Underwriting Commission | 4,025,000 | 4,025,000 |
Total liabilities | 6,186,076 | 5,110,331 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption; 1,216,932 and 1,895,481 shares at redemption value at $11.19 and $10.31 per share as of September 30, 2023 and December 31, 2022 respectively | 13,613,146 | 19,706,540 |
Shareholders’ Deficit | ||
Preferred share, $0.0001 par value; 1,000,000 shares authorized; -0- issued and outstanding | ||
Additional paid in capital | ||
Accumulated deficit | (6,032,668) | (4,919,828) |
Total shareholders’ deficit | (6,032,327) | (4,919,487) |
Total liabilities and shareholders’ deficit | 13,766,895 | 19,897,384 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Common stock, value | 53 | 53 |
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Common stock, value | 288 | 288 |
Related Party [Member] | ||
Current liabilities | ||
Promissory Note – related party | $ 88,542 | $ 88,542 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares redemption | 1,216,932 | 1,895,481 |
Temporary equity, par value | $ 11.19 | $ 10.31 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock,shares authorized | 479,000,000 | 479,000,000 |
Common stock, shares issued | 528,075 | 528,075 |
Common stock, shares outstanding | 528,075 | 528,075 |
Common stock, shares redemption | 1,216,932 | 1,895,481 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock,shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and Operating costs | $ 147,665 | $ 302,299 | $ 406,241 | $ 544,013 |
Loss from operation | (147,665) | (302,299) | (406,241) | (544,013) |
Other Income | ||||
Interest earned on marketable securities hold in the trust account | 224,771 | 526,855 | 676,722 | 696,180 |
Net Income | $ 77,106 | $ 224,556 | $ 270,481 | $ 152,167 |
Weighted average shares outstanding, basic | 3,403,075 | 3,403,075 | 3,403,075 | 3,403,075 |
Weighted average shares outstanding, diluted | 3,403,075 | 3,403,075 | 3,403,075 | 3,403,075 |
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.07 | $ 0.08 | $ 0.04 |
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.07 | $ 0.08 | $ 0.04 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 53 | $ 288 | $ (3,453,173) | $ (3,452,832) | |
Balance, shares at Dec. 31, 2021 | 528,075 | 2,875,000 | |||
Net Income (loss) | (59,400) | (59,400) | |||
Balance at Mar. 31, 2022 | $ 53 | $ 288 | (3,512,573) | (3,512,232) | |
Balance, shares at Mar. 31, 2022 | 528,075 | 2,875,000 | |||
Balance at Dec. 31, 2021 | $ 53 | $ 288 | (3,453,173) | (3,452,832) | |
Balance, shares at Dec. 31, 2021 | 528,075 | 2,875,000 | |||
Net Income (loss) | 152,167 | ||||
Balance at Sep. 30, 2022 | $ 53 | $ 288 | (3,998,535) | (3,998,194) | |
Balance, shares at Sep. 30, 2022 | 528,075 | 2,875,000 | |||
Balance at Mar. 31, 2022 | $ 53 | $ 288 | (3,512,573) | (3,512,232) | |
Balance, shares at Mar. 31, 2022 | 528,075 | 2,875,000 | |||
Net Income (loss) | (12,989) | (12,989) | |||
Balance at Jun. 30, 2022 | $ 53 | $ 288 | (3,525,562) | (3,525,221) | |
Balance, shares at Jun. 30, 2022 | 528,075 | 2,875,000 | |||
Re-measurement for ordinary share to redemption amount | (697,529) | (697,529) | |||
Net Income (loss) | 224,556 | 224,556 | |||
Balance at Sep. 30, 2022 | $ 53 | $ 288 | (3,998,535) | (3,998,194) | |
Balance, shares at Sep. 30, 2022 | 528,075 | 2,875,000 | |||
Balance at Dec. 31, 2022 | $ 53 | $ 288 | (4,919,828) | (4,919,487) | |
Balance, shares at Dec. 31, 2022 | 528,075 | 2,875,000 | |||
Additional amount deposited into trust ($0.045 per outstanding Class A Ordinary Shares) | (255,889) | (255,889) | |||
Re-measurement for ordinary share to redemption amount | (210,161) | (210,161) | |||
Net Income (loss) | (16,762) | (16,762) | |||
Balance at Mar. 31, 2023 | $ 53 | $ 288 | (5,402,640) | (5,402,299) | |
Balance, shares at Mar. 31, 2023 | 528,075 | 2,875,000 | |||
Balance at Dec. 31, 2022 | $ 53 | $ 288 | (4,919,828) | (4,919,487) | |
Balance, shares at Dec. 31, 2022 | 528,075 | 2,875,000 | |||
Net Income (loss) | 270,481 | ||||
Balance at Sep. 30, 2023 | $ 53 | $ 288 | (6,032,668) | (6,032,327) | |
Balance, shares at Sep. 30, 2023 | 528,075 | 2,875,000 | |||
Balance at Mar. 31, 2023 | $ 53 | $ 288 | (5,402,640) | (5,402,299) | |
Balance, shares at Mar. 31, 2023 | 528,075 | 2,875,000 | |||
Additional amount deposited into trust ($0.045 per outstanding Class A Ordinary Shares) | (255,889) | (255,889) | |||
Re-measurement for ordinary share to redemption amount | (241,790) | (241,790) | |||
Net Income (loss) | 210,137 | 210,137 | |||
Balance at Jun. 30, 2023 | $ 53 | $ 288 | (5,690,182) | (5,689,841) | |
Balance, shares at Jun. 30, 2023 | 528,075 | 2,875,000 | |||
Additional amount deposited into trust ($0.045 per outstanding Class A Ordinary Shares) | (194,821) | (194,821) | |||
Re-measurement for ordinary share to redemption amount | (224,771) | (224,771) | |||
Net Income (loss) | 77,106 | 77,106 | |||
Balance at Sep. 30, 2023 | $ 53 | $ 288 | $ (6,032,668) | $ (6,032,327) | |
Balance, shares at Sep. 30, 2023 | 528,075 | 2,875,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Stockholders' Equity [Abstract] | |||
Additional amount deposited into trust, shares | $ 0.045 | $ 0.045 | $ 0.045 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net Income | $ 270,481 | $ 152,167 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from Trust Account | (676,722) | (696,180) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 76,250 | (182,442) |
Accrued expenses | (55,411) | (27,834) |
Other payables | 90,000 | 90,000 |
Net cash used in operating activities | (295,402) | (664,289) |
Cash flows from investing activities: | ||
Cash withdrawal from trust account in connection with redemption | 7,476,716 | |
Investment of Cash in Trust Account | (706,599) | |
Net cash used in investing activities | 6,770,117 | |
Cash flows from financing activities: | ||
Proceeds from extension loan | 706,599 | |
Proceeds from working capital loan | 334,557 | |
Redemption of ordinary shares | (7,476,716) | |
Net cash provided by financing activities | (6,435,560) | |
Net change in cash | 39,155 | (664,289) |
Cash at the beginning of the period | 47,789 | 715,727 |
Cash at the end of the period | 86,944 | 51,438 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting fee payable | 4,025,000 | |
Value of Class A ordinary shares subject to redemption | 13,613,146 | 117,422,529 |
Re-measurement for ordinary share to redemption amount | $ 676,722 | $ 697,529 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Energem Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on August 6, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). While the Company may pursue a business combination target in any business or industry, it intends to focus on opportunities across the oil and gas and other potential renewable energy business, as well as other adjacent services, industrials and technologies, while remaining opportunistic across the energy value chain, including select opportunities within the traditional power generation and energy production verticals, The Financing As of September 30, 2023, the Company had not commenced any operations. All activity for the period from August 6, 2021 through September 30, 2023, relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Energem LLC, a Cayman Island limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 15, 2021. On November 16, 2021, the Company consummated its Initial Public Offering of 10,000,000 10.00 100,000,000 8,304,871 4,025,000 1,500,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 475,575 10.00 4,755,750 On November 18, 2021, the underwriters purchased an additional 1,500,000 10.00 15,000,000 52,500 10.00 5,280,750 A total of $ 116,725,000 Following the closing of the Initial Public Offering, $ 1,002,730 86,944 47,789 2,007,327 723,893 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Trust Account The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $ 10.15 Shareholder Approval 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 has agreed to vote its founder shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering 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, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will 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 20 The holders of the founder shares have agreed (a) to waive their redemption rights with respect to the founder shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Share Purchase Agreement On August 1, 2022, the Company, entered into a share purchase agreement (the “Share Purchase Agreement”) with Graphjet Technology Sdn. Bhd., a Malaysian private limited company, Swee Guan Hoo, in his capacity as the representative for the shareholders of Energem after the closing of the sale and purchase of the Graphjet Shares (the “Closing”) for Energem’s shareholders (the “Purchaser Representative”), the individuals listed on the signature page of the Share Purchase Agreement under the heading “Selling Shareholders” (each, a “Selling Shareholder” and together, the “Selling Shareholders”), and Lee Ping Wei solely in his capacity as representative for the Selling Shareholders (the “Shareholder Representative”). Pursuant to the Share Purchase Agreement, subject to the terms and conditions therein, Energem will purchase 100 Graphjet converts palm kernel shells to essential raw materials such as graphene and graphite used to produce batteries in the electric vehicle space among other products. (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($ 1,380,000,000 30,000 (i.e., . Each Selling Shareholder shall receive a number of Energem Class A ordinary shares equal to the aggregate Consideration Shares divided by the number of Graphjet Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Shares held by such Selling Shareholder (the “Conversion Ratio”). The total consideration payable to the Selling Shareholders in accordance with the Share Purchase Agreement is also referred to herein as the “Transaction Consideration”. Charter Amendment and Termination Date On November 16, 2022, the Company held an extraordinary general meeting of its pursuant to due notice (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, Company shareholders entitled to vote at the Extraordinary General Meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental Stock Transfer & Trust Company (Continental) must liquidate the Trust Account established in connection with the IPO if the Company has not completed its initial business combination, from November 18, 2022 to August 18, 2023. The shareholders of the Company approved the Second Amended and Restated Memorandum and Articles of Association of the Company at the November 16, 2022, Extraordinary General Meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100 In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Extraordinary General Meeting, holders of 9,604,519 10.21 98,062,139 13,613,146 On August 10, 2023, at 8.30 a.m. ET, the Company held an extraordinary general meeting of its shareholders in a virtual format pursuant to due notice (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, Company shareholders entitled to vote at the Extraordinary General Meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from August 18, 2023 to February 18, 2024. The shareholders of the Company approved the Third Amended and Restated Articles of Association of the Company at the August 10, 2023, Extraordinary General Meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100 In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Extraordinary General Meeting, holders of 678,549 11.02 7,476,716 1,216,932 13,613,146 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The holders of the founder shares 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 holders of founder shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account 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 commission (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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 The Company will have until February 18, 2024, in connection to the Extension Amendment Proposal to consummate a Business Combination. In connection with approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company caused $ 0.045 54,762 1,126,932 In connection with the third monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the fourth monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the fifth monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the sixth monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the seventh monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the eighth monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the nineth monthly extension of the Termination Date, the Company caused $ 0.045 85,297 1,895,481 In connection with the tenth monthly extension of the Termination Date, the Company caused $ 0.045 54,762 1,126,932 In connection with the eleventh monthly extension of the Termination Date, the Company caused $ 0.045 54,762 1,126,932 In connection with the twelfth monthly extension of the Termination Date, in connection with the Third Amended and Restated Articles of Association, Energem caused $ 0.045 54,761.94 1,216,932 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.15 10.15 Liquidity and Capital Resources As of September 30, 2023 and December 31, 2022, the Company had $ 86,944 47,789 25,000 334,557 Based on the foregoing, management believes that the Company may not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing but that the financials have not been adjusted as a result of that uncertainty. Over this period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company may not have funds that are sufficient to fund the working capital needs of the Company for one year until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association but that the financials have not been adjusted. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Continued) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies (Continued) | Note 2 — Summary of Significant Accounting Policies (Continued) Basis of Presentation The accompanying unaudited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2023 and for the nine months ended September 30, 2023 and September 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022 . Emerging Growth Company 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 Securities Exchange Act of 1934 (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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no . Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of September 30, 2023 and December 31, 2022, the balance in the Trust Account was $ 13,613,146 19,706,540 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company is 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 for the three and nine month periods ended September 30, 2023 and 2022. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the income and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 As of September 30, 2023 and December 31, 2022, 1,216,932 1,895,481 Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of September 30, 2023 and September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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 Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Public Offering | |
Public Offering | Note 3 — Public Offering On November 16, 2021, the Company consummated the IPO of 10,000,000 0.0001 11.50 10.00 100,000,000 Pursuant to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold 11,500,000 10.00 11.50 All of the Class A ordinary shares sold as part of the Units in the IPO 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 Company’s second amended and restated memorandum and articles of association |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering and full exercise underwriter’s overallotment option, the Sponsor purchased an aggregate of 528,075 10.00 5,280,750 A total of $ 116,725,000 111,444,250 4,025,000 5,280,750 The Placement Units are identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants underlying the Placement Units will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Class B Ordinary Shares (Founder Shares) On August 16, 2021, the Sponsor purchased 2,875,000 25,000 20 On September 7, 2021, the Sponsor transferred 5,000 2,500 2,500 2,862,500 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until, with respect to 50% of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property Promissory Note — Related Party On August 6, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 As of September 30, 2023 and December 31, 2022, the outstanding balance $ 88,542 On November 1, 2022, the Sponsor and the Company entered into a Working Capital Loan and Extension Agreement, pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,500,000 up to fifteen (15) one-month extensions) through February 18, 2024 pursuant to the First Extended Termination Date by up to six (6) one-month extensions to February 18, 2024 (the “Second Extension Amendment Proposal”). As of September 30, 2023 the outstanding balance under Working Capital Loan and Extension Agreement was $ 877,193 Related Party Loans To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. As of September 30, 2023, there was $ 334,557 no ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Energem LLC, the Sponsor, up to an amount of $ 10,000 30,000 90,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the insider shares and Placement Units that may be issued upon conversion of Working Capital Loans (and any shares of Ordinary Shares issuable upon the exercise of the Placement Units or units issued upon conversion of the Working Capital Loans and upon conversion of the Insider shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,300,000 3.50 4,025,000 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Preferred Shares 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 0.0001 Holders of the Company’s Class A ordinary shares are entitled to one vote for each share 528,075 1,216,932 1,895,481 Class B Ordinary shares — 20,000,000 0.0001 Holders of the Company’s Class B ordinary shares are entitled to one vote for each share 2,875,000 25,000 0.009 assigned 5,000 2,500 On September 30, 2023, and December 31, 2022, there were 2,875,000 20 Warrants five years ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 7 – Shareholders’ Equity (Continued) The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that so long as the Placement Warrants are held by our sponsor or its permitted transferees, (i) the will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such warrants) are entitled to registration rights. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period, subject to extension, as provided in our registration statement, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $ 11.50 the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred subsequent to the balance sheet date. Based upon this review, the Company identified the following subsequent events: In connection with the third monthly extension of the Termination Date under the Third Amended and Restated Articles of Association, Energem caused $ 0.045 54,762 1,216,932 As previously reported on Form 8-K, on November 16, 2022, the Company held an annual meeting via an Extraordinary General Meeting at which the shareholders cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account established in connection with the IPO if the Company has not completed its initial business combination, from November 18, 2022 to August 18, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Continued) (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2023 and for the nine months ended September 30, 2023 and September 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022 . |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 Securities Exchange Act of 1934 (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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no . |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of September 30, 2023 and December 31, 2022, the balance in the Trust Account was $ 13,613,146 19,706,540 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company is 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 for the three and nine month periods ended September 30, 2023 and 2022. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the income and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 As of September 30, 2023 and December 31, 2022, 1,216,932 1,895,481 |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of September 30, 2023 and September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
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 ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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 Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||||||||
Oct. 18, 2023 | Sep. 30, 2023 | Sep. 18, 2023 | Aug. 18, 2023 | Aug. 10, 2023 | Jul. 13, 2023 | Jun. 10, 2023 | May 10, 2023 | Mar. 10, 2023 | Feb. 10, 2023 | Jan. 13, 2023 | Nov. 17, 2022 | Aug. 01, 2022 | Nov. 18, 2021 | Nov. 16, 2021 | Sep. 07, 2021 | Sep. 30, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | Nov. 16, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued in transaction | 2,862,500 | |||||||||||||||||||
Proceeds from issuance initial public offering | $ 111,444,250 | |||||||||||||||||||
Gross proceeds from private placement | 5,280,750 | |||||||||||||||||||
Proceeds from stock offering and private placements | $ 116,725,000 | |||||||||||||||||||
Cash | 86,944 | $ 86,944 | $ 47,789 | |||||||||||||||||
Working capital | $ 2,007,327 | $ 2,007,327 | 723,893 | |||||||||||||||||
Minimum market value net asset held in trust account, percentage | 80% | 80% | ||||||||||||||||||
Minimum post-business combination ownership | 50% | 50% | ||||||||||||||||||
Redeeming, shares | 20% | 20% | ||||||||||||||||||
Business combination redeem percent | 100% | 100% | ||||||||||||||||||
Offering cost | $ 25,000 | |||||||||||||||||||
Number of shares issued | 9,604,519 | |||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | ||||||||||||||||||
Shares value | $ 98,062,139 | |||||||||||||||||||
Trust Account balance | $ 13,613,146 | 13,613,146 | 19,535,946 | |||||||||||||||||
Working capital loan outstanding | 334,557 | 334,557 | $ 0 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Shares value | $ 54,762 | |||||||||||||||||||
Share holders [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Trust Account balance | 13,613,146 | 13,613,146 | ||||||||||||||||||
Share holders [Member] | Common Stock [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Trust Account balance | $ 13,613,146 | $ 13,613,146 | ||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Purchase agreement and selling shareholders consideration description | (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($1,380,000,000), minus (ii) the amount, if any, by which $30,000 (i.e., the target net working capital amount) exceeds the Net Working Capital Amount (but not less than zero) (as defined in the Share Purchase Agreement), minus (iii) the Closing Net Indebtedness amount (as defined in the Share Purchase Agreement), minus (iv) the amount of any Transaction Expenses (as defined in the Share Purchase Agreement), divided by ten dollars ($10.00) | |||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Business combination redeem percent | 100% | 100% | 100% | 100% | ||||||||||||||||
Number of shares issued | 1,126,932 | 1,126,932 | 1,126,932 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 678,549 | ||||||||||
Shares issued price per share | $ 11.02 | $ 11.02 | ||||||||||||||||||
Shares value | $ 54,762 | $ 54,762 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 54,762 | $ 7,476,716 | ||||||||||
Ordinary shares par value | 0.0001 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.0001 | $ 0.045 | $ 0.0001 | |||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,216,932 | |||||||||||||||||||
Shares value | $ 54,761.94 | |||||||||||||||||||
Ordinary shares par value | $ 0.045 | |||||||||||||||||||
Common Class A [Member] | Share holders [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,216,932 | |||||||||||||||||||
Shares issued price per share | 10.21 | $ 10.21 | ||||||||||||||||||
Common Class A [Member] | Purchase Agreement [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Offering cost | $ 1,380,000,000 | |||||||||||||||||||
Payments to suppliers | $ 30,000 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued in transaction | 10,000,000 | |||||||||||||||||||
Sale of stock, price per share | 10.15 | $ 10 | $ 10.15 | |||||||||||||||||
Proceeds from issuance initial public offering | $ 100,000,000 | |||||||||||||||||||
Payments of stock issuance costs | 8,304,871 | |||||||||||||||||||
Payments for underwriting expense | $ 4,025,000 | |||||||||||||||||||
Cash held outside of trust account | $ 1,002,730 | |||||||||||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued in transaction | 10,000,000 | |||||||||||||||||||
Sale of stock, price per share | 10 | $ 10 | ||||||||||||||||||
Proceeds from issuance initial public offering | $ 100,000,000 | |||||||||||||||||||
Ordinary shares par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued in transaction | 1,500,000 | 1,500,000 | ||||||||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||||||||
Gross proceeds from sale of options | $ 15,000,000 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued in transaction | 52,500 | 475,575 | ||||||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||||||
Gross proceeds from private placement | $ 5,280,750 | $ 4,755,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Continued) (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash equivalents | $ 0 | $ 0 |
Balance, trust account | 13,613,146 | 19,706,540 |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax penalties and interest accrued | 0 | |
Temporary equity, accretion to redemption value | 5,000,001 | |
Federal depository insurance coverage amount | $ 250,000 | |
Common Class A [Member] | ||
Temporary equity shares redemption | 1,216,932 | 1,895,481 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||||
Sep. 30, 2023 | Nov. 16, 2021 | Sep. 07, 2021 | Sep. 30, 2023 | Sep. 18, 2023 | Aug. 18, 2023 | Aug. 10, 2023 | Jul. 13, 2023 | Jun. 10, 2023 | May 10, 2023 | Apr. 10, 2023 | Mar. 10, 2023 | Feb. 10, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued in transaction | 2,862,500 | ||||||||||||||
Sale of stock | $ 111,444,250 | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.0001 | ||
IPO [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued in transaction | 10,000,000 | ||||||||||||||
Sale of stock, price per share | 10.15 | $ 10 | $ 10.15 | ||||||||||||
Sale of stock | $ 100,000,000 | ||||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued in transaction | 10,000,000 | ||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||||||||
Sale of stock, price per share | 10 | $ 10 | |||||||||||||
Sale of stock | $ 100,000,000 | ||||||||||||||
Public Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Sale of stock, price per share | 11.50 | $ 11.50 | |||||||||||||
Public Warrant [Member] | Common Class A [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Sale of stock, price per share | 11.50 | $ 11.50 | |||||||||||||
IPO and Over-Allotment Option [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued in transaction | 11,500,000 | ||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2023 | Nov. 18, 2021 | Nov. 16, 2021 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of private placement | $ 5,280,750 | |||
Issuance of common stock | 116,725,000 | |||
Issuance of initial public offerings | $ 111,444,250 | |||
Underwriters [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of initial public offerings | $ 4,025,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 528,075 | |||
Sale of stock, price per share | $ 10 | $ 10 | ||
Issuance of private placement | $ 5,280,750 | $ 4,755,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 07, 2021 | Sep. 07, 2021 | Aug. 16, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 01, 2022 | Aug. 06, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 9,604,519 | |||||||||
Shares value | $ 98,062,139 | |||||||||
Number of shares issued in transaction | 2,862,500 | |||||||||
Related party transaction description | The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until, with respect to 50% of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property | |||||||||
Working capital loan outstanding | $ 334,557 | $ 334,557 | $ 0 | |||||||
Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Administrative expense | 30,000 | $ 30,000 | 90,000 | $ 90,000 | ||||||
CuSengKiu [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued to officers | 5,000 | |||||||||
LiSinTan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued to officers | 2,500 | |||||||||
Ms.Doris Wong SingEe [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued to officers | 2,500 | |||||||||
Related Party Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||||
Price of warrant | $ 10 | $ 10 | ||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 1,500,000 | $ 300,000 | ||||||||
Working capital loan | $ 877,193 | $ 877,193 | ||||||||
Sponsor [Member] | Office Space Administrative and Support Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, amount of transaction | 10,000 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Promissory note | $ 88,542 | $ 88,542 | $ 88,542 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 20% | 20% | 20% | 20% | ||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 2,875,000 | |||||||||
Shares value | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Nov. 18, 2021 | Nov. 16, 2021 | Sep. 07, 2021 | Sep. 30, 2023 | |
Other Commitments [Line Items] | |||||
Number of shares issued in transaction | 2,862,500 | ||||
Proceeds from issuance initial public offering | $ 111,444,250 | ||||
Underwriters Agreement [Member] | Underwritting Discount [Member] | |||||
Other Commitments [Line Items] | |||||
Percentage of underwriting discount | 2% | ||||
Proceeds from issuance initial public offering | $ 2,300,000 | ||||
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member] | |||||
Other Commitments [Line Items] | |||||
Proceeds from issuance initial public offering | $ 4,025,000 | ||||
Percentage of gross offering proceeds payable | 3.50% | ||||
Over-Allotment Option [Member] | |||||
Other Commitments [Line Items] | |||||
Number of shares issued in transaction | 1,500,000 | 1,500,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||||
Sep. 18, 2023 | Aug. 18, 2023 | Aug. 10, 2023 | Jul. 13, 2023 | Jun. 10, 2023 | May 10, 2023 | Mar. 10, 2023 | Feb. 10, 2023 | Jan. 13, 2023 | Nov. 17, 2022 | Sep. 07, 2021 | Aug. 16, 2021 | Sep. 30, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||
Number of shares issued | 9,604,519 | ||||||||||||||
Shares value | $ 98,062,139 | ||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||
Share adjustment description | the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | ||||||||||||||
Public Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock price per share | $ 11.50 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant term | 5 years | ||||||||||||||
Warrant description | the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders, and | ||||||||||||||
CuSengKiu [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued to officers | 5,000 | ||||||||||||||
LiSinTan [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued to officers | 2,500 | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 479,000,000 | 479,000,000 | |||||||||||||
Common stock, par value | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.0001 | $ 0.045 | $ 0.0001 | |||
Common stock voting rights description | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share | ||||||||||||||
Common stock, shares issued | 528,075 | 528,075 | |||||||||||||
Common stock, shares, outstanding | 528,075 | 528,075 | |||||||||||||
Temporary equity shares redemption | 1,216,932 | 1,895,481 | |||||||||||||
Number of shares issued | 1,126,932 | 1,126,932 | 1,126,932 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 678,549 | |||||
Shares value | $ 54,762 | $ 54,762 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 54,762 | $ 7,476,716 | |||||
Shares issued price per share | $ 11.02 | ||||||||||||||
Common Class A [Member] | Public Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock price per share | $ 11.50 | ||||||||||||||
Common Class B [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock voting rights description | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share | ||||||||||||||
Common stock, shares issued | 2,875,000 | 2,875,000 | |||||||||||||
Common stock, shares, outstanding | 2,875,000 | 2,875,000 | |||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Ownership percentage | 20% | 20% | 20% | ||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued | 2,875,000 | ||||||||||||||
Shares value | $ 25,000 | ||||||||||||||
Shares issued price per share | $ 0.009 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||
Oct. 18, 2023 | Sep. 18, 2023 | Aug. 18, 2023 | Aug. 10, 2023 | Jul. 13, 2023 | Jun. 10, 2023 | May 10, 2023 | Mar. 10, 2023 | Feb. 10, 2023 | Jan. 13, 2023 | Nov. 17, 2022 | Sep. 30, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||
Shares value | $ 98,062,139 | |||||||||||||
Number of shares issued | 9,604,519 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Shares value | $ 54,762 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Ordinary shares par value | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.0001 | $ 0.045 | $ 0.0001 | ||
Shares value | $ 54,762 | $ 54,762 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 85,297 | $ 54,762 | $ 7,476,716 | ||||
Number of shares issued | 1,126,932 | 1,126,932 | 1,126,932 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 1,895,481 | 678,549 | ||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Ordinary shares par value | $ 0.045 | |||||||||||||
Shares value | $ 54,761.94 | |||||||||||||
Number of shares issued | 1,216,932 |