Tlgy Acquisition (TLGY) 10-K 26 Mar 24 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 25, 2024	Jun. 30, 2023
Document Information
Document Type	10-K
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-41101
Entity Registrant Name	TLGY Acquisition Corp
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1603634
Entity Address, Address Line One	4001 Kennett Pike, Suite 302
Entity Address, City or Town	Wilmington
Entity Address State Or Province	DE
Entity Address, Postal Zip Code	19807
City Area Code	302
Local Phone Number	803-6849
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001879814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum Asia CPAs LLP
Auditor Firm ID	5395
Auditor Location	New York, NY
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Public Float			$ 78.7
Document Annual Report	true
Units, each consisting of one Class A ordinary share, par value $.0001, and one-half of one redeemable warrant
Document Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $.0001, and one-half of one redeemable warrant
Trading Symbol	TLGYU
Security Exchange Name	NASDAQ
Ordinary Shares
Document Information
Entity Common Stock, Shares Outstanding		11,672,865
Class A ordinary shares
Document Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	TLGY
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		5,922,865
Class B ordinary shares
Document Information
Entity Common Stock, Shares Outstanding		5,750,000
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercise for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	TLGYW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 40,621	$ 585,241
Prepaid expenses	9,552	281,970
Total Current Assets	50,173	867,211
Cash and investments held in Trust Account	65,954,638	237,501,000
Total Assets	66,004,811	238,368,211
Current Liabilities:
Accounts payable and accrued expenses	525,076	341,547
Accrued offering costs	5,000	20,000
Convertible promissory note payable - sponsor; at fair value (cost $2,235,000)	1,134,428
Convertible promissory note payable - third party; at fair value (cost $310,000)	157,348
Due to related party	15,000
Advances from related party	$ 111	$ 111
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total Current Liabilities	$ 1,836,963	$ 361,658
Derivative warrant liabilities	352,772	451,987
Deferred underwriting commission	8,650,000	8,650,000
Total Liabilities	10,839,735	9,463,645
COMMITMENTS AND CONTINGENCIES
Shareholders' deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022
Accumulated deficit	(10,790,137)	(8,597,009)
Total Shareholders' Deficit	(10,789,562)	(8,596,434)
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	66,004,811	238,368,211
Class A ordinary shares subject to possible redemption
Current Liabilities:
Class A ordinary shares subject to possible redemption; 5,922,865 shares (at redemption value at December 31, 2023 and 2022, respectively )	65,954,638	237,501,000
Class B ordinary shares
Shareholders' deficit:
Ordinary shares	$ 575	$ 575

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical)	Dec. 31, 2023 USD ($) $ / shares shares
Convertible promissory note payable - sponsor; at cost | $	$ 2,235,000
Convertible promissory note payable - third party; at cost | $	$ 310,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preference shares, shares outstanding	0
Class A ordinary shares
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, authorized	500,000,000
Class A ordinary shares subject to possible redemption
Ordinary shares subject to possible redemption, shares outstanding	5,922,865
Class A ordinary not subject to possible redemption
Ordinary shares subject to possible redemption, shares outstanding	5,922,865
Ordinary shares, issued	0
Ordinary shares, outstanding	0
Class B ordinary shares
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, authorized	50,000,000
Ordinary shares, issued	5,750,000
Ordinary shares, outstanding	5,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
EXPENSES
Administration fee - related party	$ 180,000	$ 180,000
General and administrative	1,545,567	1,203,286
TOTAL EXPENSES	1,725,567	1,383,286
OTHER INCOME (EXPENSE)
Income earned on investments held in Trust Account	5,072,178	2,901,000
Change in fair value of derivative liabilities	99,215	10,128,054
Change in fair value of convertible promissory notes	1,253,224
TOTAL OTHER INCOME	6,424,617	13,029,054
Net income	$ 4,699,050	$ 11,645,768
Class A ordinary shares subject to possible redemption
OTHER INCOME (EXPENSE)
Basic weighted average shares outstanding (in shares)	9,394,487	23,000,000
Diluted weighted average shares outstanding (in shares)	9,394,487	23,000,000
Basic net income per share (in dollars per share)	$ 0.31	$ 0.41
Diluted net income per share (in dollars per share)	$ 0.31	$ 0.41
Class B ordinary shares
OTHER INCOME (EXPENSE)
Basic weighted average shares outstanding (in shares)	5,750,000	5,750,000
Diluted weighted average shares outstanding (in shares)	5,750,000	5,750,000
Basic net income per share (in dollars per share)	$ 0.31	$ 0.41
Diluted net income per share (in dollars per share)	$ 0.31	$ 0.41

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) - USD ($)	Class B ordinary shares Ordinary Shares	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 575	$ (17,341,777)	$ (17,341,202)
Balance at the beginning (in shares) at Dec. 31, 2021	5,750,000
Increase (Decrease) in Stockholders' Equity
Current period remeasurement to redemption value		(2,901,000)	(2,901,000)
Net income		11,645,768	11,645,768
Balance at the end at Dec. 31, 2022	$ 575	(8,597,009)	(8,596,434)
Balance at the end (in shares) at Dec. 31, 2022	5,750,000
Increase (Decrease) in Stockholders' Equity
Current period remeasurement to redemption value		(6,892,178)	(6,892,178)
Net income		4,699,050	4,699,050
Balance at the end at Dec. 31, 2023	$ 575	$ (10,790,137)	$ (10,789,562)
Balance at the end (in shares) at Dec. 31, 2023	5,750,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities:
Net income	$ 4,699,050	$ 11,645,768
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account	(5,072,178)	(2,901,000)
Gain on change in fair value of derivative warrant liabilities	(99,215)	(10,128,054)
Gain on change in fair value of convertible promissory note	(1,253,224)
Changes in operating assets and liabilities:
Prepaid expenses	272,418	26,155
Other current assets		24,567
Other assets		281,955
Due to related party	15,000
Changes in accrued offering costs	(15,000)	(15,348)
Accounts payable and accrued expenses	183,529	198,381
Net Cash Used In Operating Activities	(1,269,620)	(867,576)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemptions	178,438,540
Cash deposited into Trust Account	(1,820,000)
Net Cash Provided by Investing Activities	176,618,540
Cash Flows from Financing Activities:
Redemptions of Class A ordinary shares	(178,438,540)
Net Cash Used In Financing Activities	(175,893,540)
Net change in cash	(544,620)	(867,576)
Cash at beginning of period	585,241	1,452,817
Cash at end of period	40,621	585,241
Supplemental disclosure of non-cash financing activities:
Current period remeasurement to redemption value	6,892,178	$ 2,901,000
Related Parties
Cash Flows from Financing Activities:
Proceeds from promissory note	2,235,000
Third party
Cash Flows from Financing Activities:
Proceeds from promissory note	$ 310,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2023
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS TLGY Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on May 21, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from May 21, 2021 (inception) through December 31, 2023 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, since the completion of our Initial Public Offering, searching for a target to consummate an initial business combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 10,659,500 warrants (the “Private Placement Warrants”) to TLGY Sponsors LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,659,500. On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 Units (the “Option Units”) at $10.00 per Option Unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company also consummated the closing of the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating gross proceeds of $600,000, to the Sponsor in respect of its obligation to purchase such additional Private Placement Warrants upon the exercise of the underwriters’ over-allotment option. Transaction costs amounted to $14,183,689 consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)) and $533,689 of other offering costs related to the Initial Public Offering. Cash of $40,621 was held outside of the Trust Account on December 31, 2023 and was available for working capital purposes. As described in Note 6, the $8,650,000 deferred underwriting fees are payable upon the consummation of the Business Combination by May 16, 2024. Following the closing of the Initial Public Offering on December 3, 2021 and the sale of the underwriters’ overallotment units on December 8, 2021, an amount of $234,600,000 ($10.20 per Public Share) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders, as described below. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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 that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a 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 (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary 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 will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. As of December 31, 2023, an aggregate of 17,077,135 shares were redeemed by public shareholders. Accordingly, $178,438,540 was withdrawn from the Trust Account in order to pay those redeeming shareholders. Following the redemptions for the year ended December 31, 2023, $65,954,638 remains in the Company’s Trust Account. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. 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 Initial 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 a proposed 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 the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination by May 16, 2024 (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 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 the lesser of (1) $10.20 per Public Share and (2) 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 trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Verde Bioresins Merger Agreement The Company and the Sponsor previously entered into the Merger Agreement on June 21, 2023, as amended on August 11, 2023, with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (“Verde”). On March 12, 2024, the Company received a termination notice (the “Termination Notice”) from Verde stating that Verde was exercising its right to terminate the Merger Agreement (the “Termination”) and all ancillary agreements, pursuant to Section 10.01(c) of the Merger Agreement. On March 18, 2024, the Company responded to the Termination Notice and agreed to a termination of the Merger Agreement, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the Acquiror Support Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023, and Sponsor Share Restriction Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, automatically terminated. The Company intends to continue evaluating other possible business combination targets. Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had cash of $40,621 and working capital deficit of $1,786,790. 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,” Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of the above uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. 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, as amended (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 independent registered public accounting firm 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 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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheets, 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. As of December 31, 2023 and 2022, the Company had cash of $40,621 and $585,241, respectively held outside the Trust Account. The Company did not have any cash equivalents at December 31, 2023 and 2022. Cash and Investments held in Trust Account At December 31, 2023 and 2022, the Company had $65,954,638 and $237,501,000 in cash and investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ ” Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. During the year ended December 31, 2023 and December 31, 2022, the Company recorded a measurement adjustment of $6,892,178 and $2,901,000, respectively, to increase to redemption value. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income per ordinary share. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ​ For the Year ​ ​ Ended December 31, ​ Ended December 31, ​ 2023 2022 Class A Redeemable ordinary shares ​ ​ Numerator: Allocation of net income, as adjusted $ 2,914,933 $ 9,316,614 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 9,394,487 ​ ​ 23,000,000 Basic and diluted net income per Class A Redeemable Ordinary Share ​ $ 0.31 ​ $ 0.41 Class B Non-redeemable ordinary shares ​ ​ ​ ​ ​ ​ Numerator: Allocation of net income, as adjusted ​ $ 1,784,117 ​ $ 2,329,154 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 5,750,000 ​ ​ 5,750,000 Basic and diluted net income per Class B Non-Redeemable Ordinary Shares ​ $ 0.31 ​ $ 0.41 ​ Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● See Note 9 for additional information regarding liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging . ” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are a derivative instrument. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory note in the statements of operations. The fair value of the option to convert into private warrants was valued utilizing the Monte Carlo model. Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering and the underwriters’ exercise of the over-allotment option, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the total amount of $230,000,000, which includes the full exercise of the underwriter over-allotment option generating gross proceeds of $30,000,000 to the Company. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A common shares”), and one one

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	12 Months Ended
	Dec. 31, 2023
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering and the exercise of the over-allotment option, the Company consummated the private sale (the “Private Placement”) of an aggregate of 11,259,500 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $11,259,500. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On June 17, 2021, the Sponsor received 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for cash paid on behalf of the Company of $25,000. On August 7, 2021, the Sponsor surrendered and forfeited 718,750 Founder Shares for no consideration, following which the Sponsor holds 5,031,250 Founder Shares. On November 30, 2021, the Company effected a further issuance of founder shares, resulting in the Sponsor holding an aggregate of 5,750,000 founder shares. All share amounts have been retroactively restated to reflect this surrender. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Upon the exercise of the over-allotment option, these shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Concurrent with the closing of the Initial Public Offering, the Sponsor transferred 30,000 Class B ordinary shares to each of the three independent directors, at an aggregate purchase price of $150, or approximately $0.005 per share. During the period ended December 31, 2021, the Company recorded share-based compensation of $569,868 to the statements of operations for services rendered. General and Administrative Services Commencing on November 30, 2021, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended December 31, 2023 and December 31, 2022, the Company incurred $180,000 and $180,000, respectively, pursuant to the administrative services agreement. As of December 31, 2023 and 2022, there was $15,000 and $0, respectively, due to related party in connection with administrative service agreement. Promissory Note — Related Party On June 17, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the Initial Public Offering. The Company borrowed approximately $268,000 under the Promissory Note and repaid the Promissory Note in full on December 8, 2021. As a result, the Promissory Note is no longer available as of December 31, 2023 and 2022. Convertible Promissory Note i) Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of its 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 may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On each of April 24, 2023 (the “2023 April Promissory Note”) and August 10, 2023 (the “2023 August Promissory Note”), the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000 and $500,000, respectively. Both of these two promissory notes were non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and article of association), or (ii) the date on which the Company consummates a Business Combination, subject to the terms of the Merger Agreement. The Company accounts for their convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for their convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the statements of operations. As of December 31, 2023, the Company drew an aggregate of $725,000 on the 2023 April Promissory Note and 2023 August Promissory Note. ii) Time Extension Funding Loans In order to extend the Company’s time period for consummating a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Business Combination, the Company will repay such loaned amounts. In the event that the Business Combination does not close, no proceeds from the Trust Account would be used to repay such time extension funding loaned amounts. If the Company does not complete a Business Combination, the Company will not repay such time extension funding loans. Up to $3,000,000 of loans made to extend the time period for consummating an initial business combination may be convertible into private As of December 31, 2023, the Sponsor provided the Company an aggregated $1,510,000 of funding loans. As of December 31, 2023, Verde provided the Company an aggregated $310,000 of funding loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 — Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities are 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 subsequent to 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 underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 3, 2021, concurrent with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate (regardless of whether the underwriters’ over-allotment option to purchase additional units is exercised in full), which was paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 Option Units at $10.00 per Option Unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company recorded an additional deferred fee of $1,650,000 to be paid upon completion of a Business Combination. Concurrent with the closing of the Initial Public Offering, the Sponsor transferred 15,000 Class B ordinary shares to Centaury Management Ltd., an investor in the Sponsor, at an aggregate purchase price of $75, or approximately $0.005 per share. The Sponsor also transferred 300,300 Class B ordinary shares to Mizuho Securities USA LLC, the representative of the underwriters, at an aggregate purchase price of $1,000,000, or approximately $3.33 per share (the “Representative’s Shares”). The Company thus recorded additional transaction costs of $999,517, the grant date fair value of the shares net of consideration received. The Representative’s Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Legal Fees The Company has an agreement in place whereby if its legal counsel for IPO assists in the initial business combination, payment of their charges plus a success premium to be agreed is contingent on a successful de-SPAC closing or recovery under certain cost coverage provisions in the merger agreement, estimated to be $2.4 million as of December 31, 2023. In accordance with ASC 805, Business Combinations, this fee will not be recorded until such time as a Business Combination is consummated.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2023
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as otherwise required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to the Company in a Business Combination.

WARRANTS LIABILITIES

WARRANTS LIABILITIES	12 Months Ended
	Dec. 31, 2023
WARRANTS LIABILITIES
WARRANTS LIABILITIES	NOTE 8 Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share 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 covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 - 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; and The Private Placement Warrants are identical to the Public Warrants underlying the Units, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 22,759,500 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 11,259,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As of December 31, 2023 and 2022, the derivative warrant liability was $352,772 and $451,987, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value 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 Assets: ​ ​ ​ ​ ​ Cash and marketable securities held in Trust Account 1 ​ $ 65,954,638 ​ 1 ​ $ 237,501,000 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible promissory note payable - sponsor ​ 3 ​ ​ 1,134,428 ​ 3 ​ ​ — Convertible promissory note payable – third party ​ 3 ​ ​ 157,348 ​ 3 ​ ​ — Warrant liability – Private Placement Warrants 3 ​ ​ 188,472 ​ 3 ​ ​ 238,087 Warrant liability – Public Warrants ​ 1 ​ ​ 164,300 ​ 1 ​ ​ 213,900 ​ The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Upon issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and the convertible promissory notes. The Company utilized a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one The subsequent measurements as of December 31, 2023 of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the publicly traded closing price of the Public Warrants of $0.12 per warrant, was used as the fair value as of the relevant date. The terms of the Private Placement Warrants are analogous to the Public Warrants with the exception that they are not redeemable. As such, these warrants were valued using a modified Black-Scholes model. ​ The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 ​ Inputs Total Balance, December 31, 2022 ​ $ 238,087 Additions ​ 2,545,000 Change in fair value of convertible promissory notes ​ (1,253,224) Change in fair value of derivative warrant liabilities ​ ​ (49,615) Balance, December 31, 2023 ​ $ 1,480,248 ​ The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model to value the derivative warrant liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Share price ​ $ 11.08 ​ $ 10.26 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free interest rate ​ 4.83 % 4.68 % Expected life of warrants ​ 5.48 years 5.64 years Expected volatility of underlying shares ​ de minimis % 4.1 % Dividend yield ​ 0.00 % 0 % Probability of business combination ​ 50.00 % 8.9 % ​ The key inputs into the Monte Carlo simulation model to value the convertible promissory note payable were as follows: ​ ​ ​ ​ ​ ​ ​ December 31, 2023 Share price ​ $ 11.08 Strike price of debt conversion ​ $ 1.00 Strike price of warrants ​ $ 11.50 Risk-free interest rate ​ 3.84 % Expected life ​ 5.48 years Expected volatility of underlying shares ​ 0.10 % ​ As of December 31, 2023 and 2022, the derivative warrant liability was $352,772 and $451,987, respectively. In addition, for the year ended December 31, 2023 and 2022, the Company recorded a gain of $99,215 and $10,128,054 on the change in fair value of the derivative warrant liabilities on the statements of operations, respectively. As of December 31, 2023 and 2022, the convertible promissory note payable was $1,291,776 and nil, respectively. In addition, for the year ended December 31, 2023 and 2022, the Company recorded a gain on the change in fair value of the convertible promissory notes on the statements of operations of $1,253,224 and nil, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 25, 2024, the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statements. In January 2024, the Company deposited $55,000 into the trust, as a loan by the Sponsor, and Verde deposited $55,000 into the trust, as a loan by Verde, to extend the period of time that the Company has to complete its initial business combination by one month until February 16, 2024. In February 2024, the Company deposited $55,000 into the trust, as a loan by the Sponsor, and Verde deposited $55,000 into the trust, as a loan by Verde, to extend the period of time that the Company has to complete its initial business combination by one month until March 16, 2024. In March 2024, the Company deposited $55,000 into the trust, as a loan by the Sponsor, and Verde deposited $55,000 into the trust, as a loan by Verde, to extend the period of time that the Company has to complete its initial business combination by one month until April 16, 2024. As disclosed above, on June 21, 2023, the Company and the Sponsor entered into the Merger Agreement, as amended on August 11, 2023, with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (“Verde”), pursuant to which, among other things, following the de-registration of the Company as an exempted company in the Cayman Islands and the continuation and domestication of the Company as a corporation in the State of Delaware, Merger Sub will merge with and into Verde, with Verde as the surviving corporation and as a wholly-owned subsidiary of the Company. On March 18, 2024, the Company reported in a Form 8-K, that the Company received a termination notice (the “Termination Notice”) from Verde on March 12, 2024, stating that Verde was exercising its right to terminate the Merger Agreement (the “Termination”) and all ancillary agreements, pursuant to Section 10.01(c) of the Merger Agreement. On March 18, 2024, the Company responded to the Termination Notice and agreed to a termination of the Merger Agreement, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the Acquiror Support Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023, and Sponsor Share Restriction Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, automatically terminated. The Company intends to continue evaluating other possible business combination targets.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
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, as amended (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 independent registered public accounting firm 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 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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheets, 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. As of December 31, 2023 and 2022, the Company had cash of $40,621 and $585,241, respectively held outside the Trust Account. The Company did not have any cash equivalents at December 31, 2023 and 2022.
Cash and Investments held in Trust Account	Cash and Investments held in Trust Account At December 31, 2023 and 2022, the Company had $65,954,638 and $237,501,000 in cash and investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ ”
Class A ordinary shares subject to possible redemption	Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. During the year ended December 31, 2023 and December 31, 2022, the Company recorded a measurement adjustment of $6,892,178 and $2,901,000, respectively, to increase to redemption value.
Net Income per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income per ordinary share. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ​ For the Year ​ ​ Ended December 31, ​ Ended December 31, ​ 2023 2022 Class A Redeemable ordinary shares ​ ​ Numerator: Allocation of net income, as adjusted $ 2,914,933 $ 9,316,614 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 9,394,487 ​ ​ 23,000,000 Basic and diluted net income per Class A Redeemable Ordinary Share ​ $ 0.31 ​ $ 0.41 Class B Non-redeemable ordinary shares ​ ​ ​ ​ ​ ​ Numerator: Allocation of net income, as adjusted ​ $ 1,784,117 ​ $ 2,329,154 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 5,750,000 ​ ​ 5,750,000 Basic and diluted net income per Class B Non-Redeemable Ordinary Shares ​ $ 0.31 ​ $ 0.41 ​
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● See Note 9 for additional information regarding liabilities measured at fair value.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging . ” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are a derivative instrument. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change.
Convertible Promissory Note	Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory note in the statements of operations. The fair value of the option to convert into private warrants was valued utilizing the Monte Carlo model.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ​ For the Year ​ ​ Ended December 31, ​ Ended December 31, ​ 2023 2022 Class A Redeemable ordinary shares ​ ​ Numerator: Allocation of net income, as adjusted $ 2,914,933 $ 9,316,614 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 9,394,487 ​ ​ 23,000,000 Basic and diluted net income per Class A Redeemable Ordinary Share ​ $ 0.31 ​ $ 0.41 Class B Non-redeemable ordinary shares ​ ​ ​ ​ ​ ​ Numerator: Allocation of net income, as adjusted ​ $ 1,784,117 ​ $ 2,329,154 Denominator: Basic and diluted weighted average shares outstanding ​ ​ 5,750,000 ​ ​ 5,750,000 Basic and diluted net income per Class B Non-Redeemable Ordinary Shares ​ $ 0.31 ​ $ 0.41

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities that are measured at fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, Description Level 2023 Level 2022 Assets: ​ ​ ​ ​ ​ Cash and marketable securities held in Trust Account 1 ​ $ 65,954,638 ​ 1 ​ $ 237,501,000 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible promissory note payable - sponsor ​ 3 ​ ​ 1,134,428 ​ 3 ​ ​ — Convertible promissory note payable – third party ​ 3 ​ ​ 157,348 ​ 3 ​ ​ — Warrant liability – Private Placement Warrants 3 ​ ​ 188,472 ​ 3 ​ ​ 238,087 Warrant liability – Public Warrants ​ 1 ​ ​ 164,300 ​ 1 ​ ​ 213,900
Schedule of changes in fair value including net transfers in and/or out of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3	​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 ​ Inputs Total Balance, December 31, 2022 ​ $ 238,087 Additions ​ 2,545,000 Change in fair value of convertible promissory notes ​ (1,253,224) Change in fair value of derivative warrant liabilities ​ ​ (49,615) Balance, December 31, 2023 ​ $ 1,480,248
Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the Monte Carlo simulation model and the modified Black-Scholes model	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Share price ​ $ 11.08 ​ $ 10.26 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free interest rate ​ 4.83 % 4.68 % Expected life of warrants ​ 5.48 years 5.64 years Expected volatility of underlying shares ​ de minimis % 4.1 % Dividend yield ​ 0.00 % 0 % Probability of business combination ​ 50.00 % 8.9 %
Convertible promissory notes
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the Monte Carlo simulation model and the modified Black-Scholes model	​ ​ ​ ​ ​ ​ ​ December 31, 2023 Share price ​ $ 11.08 Strike price of debt conversion ​ $ 1.00 Strike price of warrants ​ $ 11.50 Risk-free interest rate ​ 3.84 % Expected life ​ 5.48 years Expected volatility of underlying shares ​ 0.10 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			12 Months Ended
	Dec. 08, 2021 USD ($) $ / shares shares	Dec. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum | item			1
Sale of Units, net of underwriting discounts (in shares) | shares		23,000,000
Proceeds from issuance initial public offering		$ 230,000,000
Purchase price, per unit | $ / shares		$ 10
Transaction costs		$ 14,183,689
Underwriting fees		4,000,000	$ 4,000,000
Deferred underwriting commission		8,650,000	8,650,000	$ 8,650,000
Offering costs		$ 533,689
Cash			$ 40,621
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold percentage ownership			50
Stock Repurchased | shares			17,077,135
Cash withdrawn from Trust Account in connection with redemptions			$ 178,438,540
Cash and investments held in Trust Account			$ 65,954,638	237,501,000
Redemption limit percentage without prior consent			100
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Threshold business days for redemption of public shares			10 days
Maximum allowed dissolution expenses			$ 100,000
Cash held in the Trust Account			40,621	$ 585,241
Working capital deficit			$ 1,786,790
Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of stock issued upon conversion of each share (in shares) | shares			1
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) | shares		20,000,000
Proceeds from issuance initial public offering		$ 200,000,000
Purchase price, per unit | $ / shares	$ 10.20
Net proceeds of units sale	$ 234,600,000
Redemption price public share (per share) | $ / shares		$ 10.20
Redemption limit percentage without prior consent			15
Initial Public Offering | Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) | shares		23,000,000
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares) | shares	11,259,500
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 11,259,500
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) | shares	3,000,000		3,000,000
Proceeds from issuance initial public offering	$ 30,000,000	$ 30,000,000
Purchase price, per unit | $ / shares	$ 10
Related Parties | Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit | $ / shares			$ 0.005
Transaction costs			$ 999,517
Related Parties | Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit | $ / shares		$ 10
Related Parties | Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares) | shares		10,659,500
Price of warrant | $ / shares		$ 1
Proceeds from sale of Private Placement Warrants		$ 10,659,500
Related Parties | Over-allotment option | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares) | shares	600,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 600,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 03, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 40,621	$ 585,241
Cash equivalents	0	0
Cash and investments held in Trust Account	65,954,638	237,501,000
Offering costs	442,567
Deferred underwriting fees	12,650,000
Underwriting fees	4,000,000		$ 4,000,000
Deferred fees	8,650,000	8,650,000	$ 8,650,000
Current period remeasurement to redemption value	6,892,178	2,901,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs	$ 534,172
Class A ordinary shares subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares subject to possible redemption	5,922,865	23,000,000
Shares subject to possible redemption, amount	$ 65,954,638	$ 237,501,000
Current period remeasurement to redemption value	6,892,178	$ 2,901,000
Class B ordinary shares | Mizuho Securities USA LLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net of consideration	$ 999,517
Class B ordinary shares | Initial Public Offering | Centaury Management Ltd
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares issued	15,000
Class B ordinary shares | Over-allotment option | Mizuho Securities USA LLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares issued	300,300

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per ordinary share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Redeemable ordinary shares
Numerator:
Allocation of net income, as adjusted	$ 2,914,933	$ 9,316,614
Denominator:
Weighted average shares outstanding, basic	9,394,487	23,000,000
Basic net income per share	$ 0.31	$ 0.41
Class B Non-redeemable Ordinary Shares
Numerator:
Allocation of net income, as adjusted	$ 1,784,117	$ 2,329,154
Denominator:
Weighted average shares outstanding, basic	5,750,000	5,750,000
Basic net income per share	$ 0.31	$ 0.41

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			12 Months Ended
	Dec. 08, 2021	Dec. 03, 2021	Dec. 31, 2023	Dec. 31, 2022
INITIAL PUBLIC OFFERING
Number of units sold		23,000,000
Purchase price, per unit		$ 10
Gross proceeds from issuance initial public offering		$ 230,000,000
Number of warrants			22,759,500
Class A ordinary shares
INITIAL PUBLIC OFFERING
Ordinary shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants			11,500,000
Exercise price of warrants			$ 0.12
Public Warrants | Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold		20,000,000
Purchase price, per unit	$ 10.20
Gross proceeds from issuance initial public offering		$ 200,000,000
Initial Public Offering | Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of units sold		23,000,000
Number of shares in a unit		1
Ordinary shares, par value (in dollars per share)		$ 0.0001
Number of warrants in a unit		0.25
Number of warrants		5,750,000
Initial Public Offering | Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit		0.5
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	3,000,000		3,000,000
Purchase price, per unit	$ 10
Gross proceeds from issuance initial public offering	$ 30,000,000	$ 30,000,000

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - Private Placement Warrants - USD ($)		12 Months Ended
	Dec. 08, 2021	Dec. 31, 2023
PRIVATE PLACEMENTS
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Private Placement
PRIVATE PLACEMENTS
Number of warrants to purchase shares issued	11,259,500
Price of warrants	$ 1
Aggregate purchase price	$ 11,259,500

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			6 Months Ended	12 Months Ended
	Nov. 30, 2021 shares	Jun. 17, 2021 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) D $ / shares shares	Dec. 03, 2021 $ / shares	Aug. 07, 2021 shares
RELATED PARTIES
Issued price per share | $ / shares					$ 10
Related Parties | Class B ordinary shares
RELATED PARTIES
Number of shares issued				30,000
Aggregate purchase price | $				$ 150
Issued price per share | $ / shares				$ 0.005
Share-based compensation | $			$ 569,868
Founder shares
RELATED PARTIES
Shares subject to forfeiture				0
Founder shares | Related Parties | Class B ordinary shares
RELATED PARTIES
Number of shares issued		5,750,000
Aggregate purchase price | $		$ 25,000
Number of shares surrendered and forfeited						718,750
Aggregate number of shares owned	5,750,000					5,031,250
Shares subject to forfeiture	750,000
Stock converted basis, percentage	20
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details)					12 Months Ended
	Aug. 10, 2023 USD ($)	Apr. 24, 2023 USD ($)	Dec. 08, 2021 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Jun. 17, 2021 USD ($)
Administrative Services Agreement
RELATED PARTIES
Expenses per month					$ 180,000	$ 180,000
Related Parties
RELATED PARTIES
Amount provided					2,235,000
Related Parties | Working Capital Loans
RELATED PARTIES
Loan conversion agreement warrant					$ 1,500,000
Price of warrant | $ / shares					$ 1
Related Parties | Time Extension Funding Loans
RELATED PARTIES
Loan conversion agreement warrant					$ 3,000,000
Price of warrant | $ / shares					$ 1
Related Parties | Promissory Note with Related Party
RELATED PARTIES
Maximum borrowing capacity of related party promissory note							$ 300,000
Repayment of promissory note - related party			$ 268,000
Related Parties | Administrative Services Agreement
RELATED PARTIES
Expenses per month				$ 15,000
Note payable					$ 15,000	$ 0
Related Parties | Sponsor
RELATED PARTIES
Amount provided					1,510,000
Related Parties | Sponsor | 2023 April Promissory Note and 2023 August Promissory Note
RELATED PARTIES
Number of promissory notes issued	2	2
Payable term of promissory note (in months)	15 months	15 months
Aggregate principal amount					725,000
Related Parties | Sponsor | 2023 April Promissory Note
RELATED PARTIES
Maximum borrowing capacity of related party promissory note		$ 250,000
Related Parties | Sponsor | 2023 August Promissory Note
RELATED PARTIES
Maximum borrowing capacity of related party promissory note	$ 500,000
Related Parties | Verde
RELATED PARTIES
Amount provided					$ 310,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)				12 Months Ended
	Dec. 08, 2021 USD ($) $ / shares shares	Dec. 03, 2021 USD ($) $ / shares shares	Jun. 17, 2021 USD ($) shares	Dec. 31, 2023 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item				3
Number of days granted to underwriters for purchasing additional units				45 days
Number of units sold | shares		23,000,000
Aggregate underwriter cash discount		$ 7,000,000
Deferred fee per unit | $ / shares		$ 0.35
Issued price per share | $ / shares		$ 10
Gross proceeds from issuance initial public offering		$ 230,000,000
Transaction costs		$ 14,183,689
Legal fees				$ 2,400,000
Class B ordinary shares | Related Party [Member]
COMMITMENTS AND CONTINGENCIES
Issued price per share | $ / shares				$ 0.005
Number of shares issued | shares				30,000
Aggregate purchase price				$ 150
Transaction costs				$ 999,517
Mizuho Securities USA LLC | Class B ordinary shares | Related Party [Member]
COMMITMENTS AND CONTINGENCIES
Issued price per share | $ / shares				$ 3.33
Number of shares issued | shares				300,300
Aggregate purchase price				$ 1,000,000
Centaury Management Ltd | Class B ordinary shares | Related Party [Member]
COMMITMENTS AND CONTINGENCIES
Issued price per share | $ / shares				$ 0.005
Number of shares issued | shares				15,000
Aggregate purchase price				$ 75
Founder shares | Class B ordinary shares | Related Party [Member]
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares			5,750,000
Aggregate purchase price			$ 25,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Number of units sold | shares	3,000,000			3,000,000
Underwriting cash discount per unit | $ / shares		$ 0.20
Aggregate underwriter cash discount		$ 4,000,000
Issued price per share | $ / shares	$ 10
Gross proceeds from issuance initial public offering	$ 30,000,000	$ 30,000,000
Aggregate deferred underwriting fee payable	$ 1,650,000
Over-allotment option | Mizuho Securities USA LLC | Class B ordinary shares
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares				300,300

SHAREHOLDERS' DEFICIT - Prefere

SHAREHOLDERS' DEFICIT - Preference shares (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Ordinar

SHAREHOLDERS' DEFICIT - Ordinary shares (Details)	12 Months Ended
	Dec. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 30, 2021 shares	Aug. 07, 2021 shares
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized	500,000,000	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Class A ordinary shares subject to possible redemption
SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption, shares outstanding	5,922,865	23,000,000
Class A ordinary not subject to possible redemption
SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption, shares outstanding	5,922,865	23,000,000
Ordinary shares subject to possible redemption, shares issued	5,922,865	23,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized	50,000,000	50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued	5,750,000	5,750,000
Common shares, shares outstanding	5,750,000	5,750,000
Number of Class A common stock issued upon conversion of each share (in shares)	1
Aggregated shares issued upon converted basis (in percent)	20%
Founder shares | Related Party [Member] | Class B ordinary shares
SHAREHOLDERS' DEFICIT
Aggregate number of shares owned			5,750,000	5,031,250

WARRANTS LIABILITIES (Details)

WARRANTS LIABILITIES (Details) - USD ($)		12 Months Ended
	Dec. 08, 2021	Dec. 31, 2023	Dec. 31, 2022
WARRANTS LIABILITIES
Warrants outstanding		22,759,500
Derivative warrant liabilities		$ 352,772	$ 451,987
Warrants
WARRANTS LIABILITIES
Derivative warrant liabilities		$ 352,772	$ 451,987
Private Placement Warrants
WARRANTS LIABILITIES
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Warrants outstanding		11,259,500
Public Warrants
WARRANTS LIABILITIES
Warrants exercisable term from the completion of business combination		30 days
Warrants exercisable term from the closing of the public offering		12 months
Public Warrants expiration term		5 years
Threshold period for filling registration statement after business combination		20 days
Threshold period for filling registration statement within number of days of business combination		60 days
Warrants outstanding		11,500,000
Public Warrants | Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00
WARRANTS LIABILITIES
Stock price trigger for redemption of public warrants		$ 18
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption period		30 days
Threshold trading days for redemption of public warrants		10 days
Threshold consecutive trading days for redemption of public warrants		20 days
Public Warrants | Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00
WARRANTS LIABILITIES
Stock price trigger for redemption of public warrants		$ 10
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		10 days
Threshold consecutive trading days for redemption of public warrants		20 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets:
Cash and investments held in Trust Account	$ 65,954,638	$ 237,501,000
Liabilities:
Warranty liability	352,772	451,987
Level 1
Assets:
Cash and investments held in Trust Account	65,954,638	237,501,000
Level 1 | Public Warrants
Liabilities:
Warranty liability	164,300	213,900
Level 3 | Convertible promissory notes
Liabilities:
Note payable - sponsor	1,134,428
Note payable - third party	157,348
Level 3 | Private Placement Warrants
Liabilities:
Warranty liability	$ 188,472	$ 238,087

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurement Inputs (Details) - Fair Value Measurement Using Level 3 Inputs	12 Months Ended
	Dec. 31, 2023 USD ($)
Level 3 Fair Value Measurement Inputs
Beginning balance of period	$ 238,087
Additions	2,545,000
Change in fair value of convertible promissory note	(1,253,224)
Change in fair value of derivative warrant liabilities	$ (49,615)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Ending balance of period	$ 1,480,248

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 03, 2021	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities		$ 352,772	$ 451,987
Loss or gain on change in fair value of warrant liabilities		99,215	10,128,054
Convertible debt liability		1,291,776	0
Gain on change in fair value of convertible debt		$ 1,253,224	$ 0
Public Warrants
FAIR VALUE MEASUREMENTS
Exercise price of warrant		$ 0.12
Initial Public Offering | Public Warrants
FAIR VALUE MEASUREMENTS
Number of warrants in a unit	0.5
Class A ordinary shares | Public Warrants
FAIR VALUE MEASUREMENTS
Exercise price of warrant	$ 11.50
Class A ordinary shares | Initial Public Offering
FAIR VALUE MEASUREMENTS
Number of shares in a unit	1
Number of warrants in a unit	0.25

FAIR VALUE MEASUREMENTS - Key i

FAIR VALUE MEASUREMENTS - Key inputs into the Monte Carlo simulation model and the modified Black-Scholes model to value the derivative warrant and note payable (Details)	Dec. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y
Share price | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input	11.08
Share price | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input	11.08	10.26
Exercise price | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input	11.50	11.50
Strike price of debt conversion | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input	1
Strike price of warrants | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input	11.50
Risk-free interest rate | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input	0.0384
Risk-free interest rate | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input	0.0483	0.0468
Expected life of warrants | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input | Y	5.48
Expected life of warrants | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input | Y	5.48	5.64
Expected volatility of underlying shares | Convertible promissory notes
FAIR VALUE MEASUREMENTS
Note payable, measurement input	0.0010
Expected volatility of underlying shares | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input		0.041
Dividend yield | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input	0	0
Probability of business combination | Level 3 | Derivative warrant liabilities
FAIR VALUE MEASUREMENTS
Derivative warrant liabilities, measurement input	0.5000	0.089

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)		1 Months Ended		12 Months Ended
	Mar. 20, 2024	Feb. 29, 2024	Jan. 31, 2024	Dec. 31, 2023
Related Parties
SUBSEQUENT EVENTS
Amount provided				$ 2,235,000
Related Parties | Sponsor
SUBSEQUENT EVENTS
Amount provided				1,510,000
Related Parties | Verde
SUBSEQUENT EVENTS
Amount provided				$ 310,000
Subsequent event | Time Extension Funding Loans
SUBSEQUENT EVENTS
Number of months by which the extension term is extended		1 month	1 month
Subsequent event | Verde
SUBSEQUENT EVENTS
Number of months by which the extension term is extended	1 month
Extension deposit for extending term to complete its initial business combination	$ 55,000
Subsequent event | Related Parties
SUBSEQUENT EVENTS
Extension deposit for extending term to complete its initial business combination	$ 55,000
Subsequent event | Related Parties | Sponsor | Time Extension Funding Loans
SUBSEQUENT EVENTS
Amount provided		$ 55,000	$ 55,000
Subsequent event | Related Parties | Verde | Time Extension Funding Loans
SUBSEQUENT EVENTS
Amount provided		$ 55,000	$ 55,000

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)	$ 4,699,050	$ 11,645,768

Insider Trading Arrangements

Insider Trading Arrangements	3 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