Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Jun. 27, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | No | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Spree Acquisition Corp. 1 Limited | |
Entity Central Index Key | 0001881462 | |
Entity File Number | 001-41172 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 1922 Wildwood Place NE | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30324 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | +972 | |
Local Phone Number | 50-731-0810 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 945,715 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
ASSETS: | |||
Cash and cash equivalents | $ 7 | ||
Prepaid expenses | 76 | 351 | |
Cash and cash equivalents held in Trust Account | 45,725 | 206,826 | |
TOTAL ASSETS | 45,801 | 207,199 | |
LIABILITIES: | |||
Accrued expenses | 2,300 | 1,823 | |
Deferred underwriting compensation | 9,000 | 9,000 | |
TOTAL LIABILITIES | 11,832 | 10,823 | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 4,236,788 and 20,000,000 shares at September 30, 2023 and December 31, 2022, respectively, at a redemption value of $10.79 and $10.21 per share, respectively | 45,725 | 206,826 | |
CAPITAL DEFICIENCY: | |||
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2023 | |||
Additional paid-in capital | |||
Accumulated deficit | (11,756) | (10,450) | |
TOTAL CAPITAL DEFICIENCY | (11,756) | (10,450) | |
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | 45,801 | 207,199 | |
Related party | |||
ASSETS: | |||
Related party – Sponsor | 15 | ||
LIABILITIES: | |||
Related party – Sponsor | 532 | ||
Class A Ordinary Shares | |||
CAPITAL DEFICIENCY: | |||
Ordinary shares | [1] | ||
Class B Ordinary Shares | |||
CAPITAL DEFICIENCY: | |||
Ordinary shares | [1] | ||
[1]Represents an amount less than 1 thousand US Dollars. |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shares subject to possible redemption | 4,236,788 | 20,000,000 |
Redemption value of per share (in Dollars per share) | $ 10.79 | $ 10.21 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Shares subject to possible redemption | 4,236,788 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 945,715 | 945,715 |
Ordinary shares, shares outstanding | 945,715 | 945,715 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,000,000 | 5,000,000 |
Ordinary shares, shares outstanding | 5,000,000 | 5,000,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | $ 541 | $ 959 | $ 4,891 | $ 1,204 |
OPERATING EXPENSES (INCOME) | 286 | (700) | (906) | (1,457) |
NET INCOME (LOSS) FOR THE PERIOD | $ 827 | $ 259 | $ 3,985 | $ (253) |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 4,236,788 | 20,000,000 | 13,671,275 | 20,000,000 |
BASIC EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 (in Dollars per share) | $ 0.23 | $ 0.02 | $ 0.34 | $ 0 |
Non-Redeemable Class A and Class B | ||||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 5,945,715 | 5,945,715 | 5,945,715 | 5,945,715 |
BASIC EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 (in Dollars per share) | $ (0.02) | $ (0.03) | $ (0.11) | $ (0.06) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ 0.23 | $ 0.02 | $ 0.34 | $ 0 |
Non-Redeemable Class A and Class B | ||||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ (0.02) | $ (0.03) | $ (0.11) | $ (0.06) |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Capital Deficiency (Equity) - USD ($) $ in Thousands | Ordinary shares Class A | Ordinary shares Class B | Additional paid-in capital | Accumulated deficit | Total | |||
Balance at Dec. 31, 2021 | [1] | [1] | $ (7,352) | $ (7,352) | ||||
Balance (in Shares) at Dec. 31, 2021 | 945,715 | 5,031,250 | ||||||
forfeiture of Class B ordinary shares (note 3) | [1] | [1] | ||||||
forfeiture of Class B ordinary shares (note 3) (in Shares) | (31,250) | |||||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (1,204) | (1,204) | ||||||
Net income (loss) for the period | (253) | (253) | ||||||
Balance at Sep. 30, 2022 | [1] | [1] | (8,809) | (8,809) | ||||
Balance (in Shares) at Sep. 30, 2022 | 945,715 | 5,000,000 | ||||||
Balance at Jun. 30, 2022 | [1] | [1] | (8,109) | (8,109) | ||||
Balance (in Shares) at Jun. 30, 2022 | 945,715 | 5,000,000 | ||||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (959) | (959) | ||||||
Net income (loss) for the period | 259 | 259 | ||||||
Balance at Sep. 30, 2022 | [1] | [1] | (8,809) | (8,809) | ||||
Balance (in Shares) at Sep. 30, 2022 | 945,715 | 5,000,000 | ||||||
Balance at Dec. 31, 2022 | [1] | [1] | (10,450) | $ (10,450) | ||||
Balance (in Shares) at Dec. 31, 2022 | 945,715 | 5,000,000 | ||||||
forfeiture of Class B ordinary shares (note 3) (in Shares) | 31,250 | |||||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (5,291) | $ (5,291) | ||||||
Net income (loss) for the period | 3,985 | 3,985 | ||||||
Balance at Sep. 30, 2023 | [1] | [1] | (11,756) | (11,756) | ||||
Balance (in Shares) at Sep. 30, 2023 | 945,715 | 5,000,000 | ||||||
Balance at Jun. 30, 2023 | [1] | [1] | (11,742) | (11,742) | ||||
Balance (in Shares) at Jun. 30, 2023 | 945,715 | 5,000,000 | ||||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (841) | (841) | ||||||
Net income (loss) for the period | 827 | 827 | ||||||
Balance at Sep. 30, 2023 | [1] | [1] | $ (11,756) | $ (11,756) | ||||
Balance (in Shares) at Sep. 30, 2023 | 945,715 | 5,000,000 | ||||||
[1]Represents an amount less than 1 thousand US Dollars. |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) for the period | $ 3,985 | $ (253) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 275 | 275 |
Accrued expenses | 477 | 265 |
Related party payable | 90 | |
Changes in operating assets and liabilities | 842 | 540 |
Net cash provided by operating activities | 4,827 | 287 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Sponsor loan (including related party payable) | 457 | |
Redemption of Class A Ordinary shares | (166,392) | |
Net cash used in financing activities | (165,935) | |
DECREASE (INCREASE) IN CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT | (161,108) | 287 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT BEGINNING OF THE PERIOD | 206,833 | 205,011 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | 45,725 | 205,298 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: | ||
Cash and cash equivalents | 94 | |
Cash and cash equivalents held in trust account | 45,725 | 205,204 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | $ 45,725 | $ 205,298 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General SPREE ACQUISITION CORP. 1 LIMITED (hereafter – the Company) is a blank check company, incorporated on August 6, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on mobility-related technology businesses. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of its risks associated with early stage and emerging growth companies. All activity for the period from August 6, 2021 (inception) through September 30, 2023 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below and identifying and evaluating prospective acquisition targets for an Initial Business Combination. The Company generates income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 1(b)). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership, which formed a wholly owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, for purposes of holding securities of the Company (collectively, the parent company and subsidiary, the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 15, 2021. The initial stage of the Company’s Public Offering— the sale of 20,000,000 Units at a price of $10 per Unit or $200 million in the aggregate — closed on December 20, 2021. In addition, the Sponsor purchased in a private placement that closed concurrently with the Public Offering (the “Private Placement”) an aggregate of 945,715 private Units (see also note 3) (the “Private Units”) at a price of $10 per Private Unit, or $9,457,150 in the aggregate. Upon those closings, $204 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $204 million placed in the trust account, $200 million was derived from the gross proceeds of the Public Offering, inclusive of the partial exercise of the over-allotment option by the underwriter, and an additional $4 million was derived from the proceeds invested by the Company’s Sponsor in the Private Placement, for the benefit of the public. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested only in specified U.S. government treasury bills or in specified money market funds registered under the Investment Company Act and compliant with Rule 2a-7. Unless and until the Company completes the Business Combination, it may pay its expenses only from the net proceeds of the Private Placement held outside of the Trust Account. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association, if the Company is unable to complete the initial Business Combination within a 15-month period (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 15-month period or (b) two instances by an additional nine months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each nine month extension an amount equal to $0.10 per unit) or during any shareholder-approved extension period, (hereafter — the Combination Period), following the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in note 3) held by them if the Company fails to complete the initial Business Combination within 15 months or during any extension period following the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. In October 2022, the Company entered into a business combination agreement with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip. This proposed Business Combination was unanimously approved by the board of directors of Spree and also approved by the sole managing member, and the requisite holders of the issued and outstanding units, of WHC LLC. On August 23, 2023, the Company and WHC entered into a Termination of Business Combination Agreement (the “Termination Agreement”) pursuant to which the WHC Business Combination Agreement was terminated, effective as of August 23, 2023. As a result of the mutual termination of the WHC Business Combination Agreement, that agreement became of no further force and effect, except as set forth in the Termination Agreement. The mutual termination of the Business Combination Agreement also terminated and made void the transaction agreements that were entered into in connection with the WHC Business Combination Agreement which resulted in a reversal of previously accrued expenses of 450 thousands dollar recorded in operating expenses. e. Initial Extension Amendment / Articles Amendment Proposal On June 12, 2023, the Company held an initial extension meeting. At the meeting, the Company’s shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association to extend, by nine months— from June 20, 2023 to March 20, 2024 (or such earlier date as may be determined by the board of directors in its sole discretion)— the deadline by which the Company needs to consummate an initial business combination (the “Articles Extension Proposal”); (ii) a proposal to amend the Investment Management Trust Agreement, dated as of December 15, 2021, to which the Company is a party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Articles Extension Proposal; (iii) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association that provided that the restriction that prevented the issuance of additional shares that would vote together with the public shares on a proposal to approve the Company’s initial business combination, will not apply to the issuance of Class A ordinary shares upon conversion of the Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from the trust account. Concurrently with the initial extension meeting, the Sponsor agreed to loan the Company, for each month during the initial extension period, an amount equal to the lesser of $0.04 per public share that remains outstanding or $100,000. See Note 5b. In connection with the initial extension meeting, 15,763,212 public shares were redeemed, resulting in 5,182,503 Class A ordinary shares (consisting of 4,236,788 public shares and 945,715 private shares included in the private units issued concurrently with the initial public offering), and 5,000,000 Class B ordinary shares, remaining outstanding. On June 21, 2023, approximately $166.3 million was distributed from the trust account for payments to the redeeming shareholders. Subsequent to September 30, 2023, the Company held a second extension meeting. At the meeting, the Company’s shareholders approved to extend the date by which the Company needs to consummate an initial business combination, by an additional nine months— from March 20, 2024 to December 20, 2024, see Note 7 - Subsequent Event. f. Substantial Doubt about the Company’s Ability to continue as a Going Concern As of September 30, 2023, the Company had no cash and an accumulated deficit of $11,756 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its search for an Initial Business Combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several borrowings of funds under promissory notes issued by the Company to the Sponsor (which borrowings were repaid upon the closing of the Company’s Public Offering). Management has determined that it will need to rely and is significantly dependent on amounts to be made available under future promissory notes or other forms of financial support to be provided by the Sponsor (which the Sponsor is not obligated to provide). Moreover, the Company has until December 20, 2024 (which reflects an extension period due to Extension Amendments, as detailed under Note 1e. above and Note 7 – Subsequent Events below) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that its liquidity needs as well as the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of December 20, 2024, nor that it will be able to raise sufficient funds to complete an Initial Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after December 20, 2024. g. Emerging Growth Company 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 a comparison of the Company’s financial statement 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: The financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows: a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of December 31, 2022 have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. b. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. c. Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net income (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 3a, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption. In order to determine the net income (loss) attributable to each class, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any interest earned on investments held in the Trust Account or funds deposited into the Trust Account by the Sponsor. Then, the accretion is fully allocated to the Class A ordinary shares subject to redemption. d. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Capital Deficiency
Capital Deficiency | 9 Months Ended |
Sep. 30, 2023 | |
Capital Deficiency [Abstract] | |
CAPITAL DEFICIENCY | NOTE 3 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. As of September 30, 2023, the Company has an aggregate of 20,000,000 Class A ordinary shares issued that were sold as part of the Units in the Public Offering, out of which 4,236,788 remain outstanding following the initial extension meeting, see also Note 1e. The Units (which also included Warrants) were sold at a price of $10 per Unit, for aggregate consideration of $200 million in the Public Offering. The Sponsor purchased an aggregate of 945,715 private shares as part of the Private Units (which also included private warrants) sold in the Private Placement at a price of $10 per Private Unit, or $9,457,150 in the aggregate. Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On August 23, 2021 the Company issued 5,750,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25,000 to the Sponsor. On November 23, 2021, the Sponsor surrendered to the Company for cancellation and for nil Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination. Subsequent to September 30, 2023, the Sponsor converted 4,999,999 founders shares from Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, see also Note 7 - Subsequent Event. b. Preference shares The Company is authorized to issue up to 5,000,000 preference shares of $0.0001 par value each. As of September 30, 2023, the Company has no |
Earning (loss) Per Share
Earning (loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earning (loss) Per Share [Abstract] | |
EARNING (LOSS) PER SHARE | NOTE 4 EARNING (LOSS) PER SHARE: a. Basic As of September 30, 2023, the Company had two classes of ordinary shares, Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Earnings or losses are shared pro rata (excluding the interest earned on marketable securities held in trust account) between the two classes of ordinary shares, based on the weighted average number of shares issued outstanding for the period ended September 30, 2023. Then, the accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption. The calculation is as follows: Nine months ended Three months ended 2023 2022 2023 2022 U.S. dollars in thousands (Except share data) U.S. dollars in thousands (Except share data) Net income (loss) for the period 3,985 (253 ) 827 259 Less- interest earned on marketable securities held in trust account (4,891 ) (1,204 ) (541 ) (959 ) Net loss (income) excluding interest (906 ) (1,457 ) 286 (700 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss (income) excluding interest (631 ) (1,123 ) 119 (540 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 5,291 1,204 841 959 4,660 81 960 (419 ) Denominator: Weighted average number of shares 13,671,275 20,000,000 4,236,788 20,000,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.34 0.00 0.23 0.02 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss (income) excluding interest (275 ) (334 ) 167 (160 ) Accretion (400 ) - (300 ) - (675 ) (334 ) (133 ) (160 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.11 ) (0.06 ) (0.02 ) (0.03 ) b. Diluted The Company had outstanding warrants to purchase up to 10,472,858 class A shares. The weighted average of such shares was excluded from diluted net loss per share calculation since the exercise of the warrants is contingent on the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS a. Administrative services agreement On August 22, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the Public Offering and will continue until the earlier of (i) the consummation of the Company’s Business Combination, or (ii) the Company’s liquidation. b. Sponsor loan On June 5, 2023, the Sponsor agreed to loan the Company, for deposit into the Trust Account on the 20th day of each month, for each month during the initial extension period (see Note 1e above), an amount equal to the lesser of $0.04 per public share that remains outstanding (and which was not redeemed in connection with the initial extension meeting), or $100,000. As 4,236,788 public shares remained outstanding following the initial extension meeting (for which an amount of $0.04 per public share would exceed $100,000), as of September 30, 2023, the Sponsor contributed $400,000. The entire unpaid principal balance shall be payable on the earlier of: (i) the date on which the Company ceases operations, or (ii) the date on which the Company consummates a Business Combination. The Sponsor may elect to convert any unpaid principal amounts outstanding into warrants to purchase Class A ordinary shares, par value $0.0001 of the Company at an exercise price of $11.5 per share. As described in Note 7a below, after providing five monthly loan installments of $100,000 each, in November 2023, the Sponsor ceased to provide the monthly installments and, consequently, the Company ceased its corresponding monthly deposits to the Trust Account for the remainder of the initial extension period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES: Underwriter’s Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 4.5% ($9 million) of the gross proceeds of the Public Offering, payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Compensation will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes the Business Combination. The Deferred Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of the date of the IPO, since at that date management has deemed the consummation of a Business Combination to be probable. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS: a. Second Extension Amendment / Articles Amendment Proposal On December 21, 2023, the Company held a second extension meeting. At the meeting, the Company’s shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association to extend, by an additional nine months— from March 20, 2024 to December 20, 2024 (or such earlier date as may be determined by the board of directors in its sole discretion)— the date by which the Company needs to consummate an initial business combination (the “Second Articles Extension Proposal”); and (ii) a proposal to amend the Investment Management Trust Agreement, dated as of December 15, 2021, to which the Company is a party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Second Articles Extension Proposal. On November 20, 2023, in advance of, and in connection with, the vote of the Company’s shareholders at the second extension meeting, the Company announced that beginning on that date and continuing through the remainder of the initial extension period and throughout the proposed second extension period as well, the Sponsor would no longer per month, which loans and deposits had been initiated in connection with the initial extension meeting at which the initial nine-month extension period had been approved (see Note 1e above). Instead, the Sponsor would utilize its cash towards optimizing its efforts for a successful business combination for the Company. In December 2023, concurrently with the second extension meeting, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties (the “Non-Redeeming Shareholders”). Under the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed not to redeem (or to validly rescind any redemption requests with respect to) the public shares that they hold or acquired prior to the second extension meeting (the “Non-Redeemed Shares”), in connection with the shareholder vote on the Second Articles Extension Proposal. In exchange for that commitment of the Non-Redeeming Shareholders, the Sponsor agreed to transfer founder’s shares held by it to the Non-Redeeming Shareholders. The Sponsor entered into Non-Redemption Agreements with Non-Redeeming Shareholders with respect to an aggregate of 1,825,000 Non-Redeemed Shares. Based on the ratio of 70,000 founders shares for every 200,000 Non-Redeemed Shares, the Non-Redeeming Shareholders are expected to receive 638,750 founders shares from the Sponsor in exchange for their non-redemption commitments concerning those 1,825,000 Non-Redeemed Shares. The transfer of the founders shares to the Non-Redeeming Shareholders is subject to the conditions described in the Non-Redemption Agreements, including the Company’s consummation of an initial business combination. Those shares remain subject to the undertaking of the Sponsor in the letter agreement from Spree’s IPO and are not subject to redemption following the Sponsor Conversion of Founders Shares described in c. below. In connection with the second extension meeting, 2,371,801 public shares were redeemed, resulting in 2,810,702 Class A ordinary shares (consisting of 1,864,987 public shares and 945,715 private shares included in the private units issued concurrently with the initial public offering), and 5,000,000 Class B ordinary shares, remaining outstanding. On January 2, 2024, approximately $26.0 million was distributed from the trust account for payments to the redeeming shareholders. The balance of the trust account following that distribution was approximately $20.4 million. b. Services Engagement relating Business Combination Transaction On December 4, 2023, the Company has engaged Cohen & Company Capital Markets division (“CCM”), to act as its (i) capital markets advisor in connection with seeking an extension for completing a business combination and (ii) placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities with respect to any sale transaction or a business combination in particular or other capital or debt raising transaction in connection with this sale transaction. The fee includes (i) an advisor fee in connection with the extension in an amount equal to $2,500,000 and (ii) a transaction fee of an amount equal to 5.0% of the sum of the gross proceeds raised or released from the Trust Account. All fees shall be payable simultaneously with the closing of a transaction. c. Sponsor Conversion of Founders Shares On January 3, 2024, the Sponsor voluntarily elected to convert 4,999,999 founders shares from Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with Article 17.2 of the Company’s amended and restated memorandum and articles of association. The Class A ordinary shares issued upon such conversion are not entitled to receive funds from the Company’s trust account through redemptions or otherwise, and remain subject to the existing transfer restrictions on founders shares following such conversion. Following completion of the conversion, the number and classes of Company’s shares that are issued and outstanding consist of: ● 7,810,701 Class A ordinary shares (constituted by 1,864,987 public shares, 945,715 private shares, and 4,999,999 sponsor-held founders shares that are Class A ordinary shares (i.e., those converted from Class B ordinary shares)); and ● one sponsor-held founders share that is a Class B ordinary share. d. New York Stock Exchange Delisting On February 22, 2024, the Company received notice from NYSE that they were not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires a listed special purpose acquisition company (“SPAC”) to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000. As a result of that noncompliance, NYSE suspended trading in our securities pending the delisting process or any successful appeal by the Company. On March 8, 2024, NYSE delisted each of the Company’s securities. The Company is currently evaluating possible alternatives in light of the delisting. While the Company intends to take whatever means possible to qualify for listing, and to list, once again, the securities on a national securities exchange such as Nasdaq, there can be no guarantee that such efforts will be successful. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 827 | $ 259 | $ 3,985 | $ (253) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of December 31, 2022 have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. |
Use of estimates in the preparation of financial statement | b. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. |
Earnings (loss) per share | c. Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net income (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 3a, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption. In order to determine the net income (loss) attributable to each class, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any interest earned on investments held in the Trust Account or funds deposited into the Trust Account by the Sponsor. Then, the accretion is fully allocated to the Class A ordinary shares subject to redemption. |
Recent accounting pronouncements | d. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Earning (loss) Per Share (Table
Earning (loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Share Table [Abstract] | |
Schedule of Earning (loss) Per Share | The calculation is as follows: Nine months ended Three months ended 2023 2022 2023 2022 U.S. dollars in thousands (Except share data) U.S. dollars in thousands (Except share data) Net income (loss) for the period 3,985 (253 ) 827 259 Less- interest earned on marketable securities held in trust account (4,891 ) (1,204 ) (541 ) (959 ) Net loss (income) excluding interest (906 ) (1,457 ) 286 (700 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss (income) excluding interest (631 ) (1,123 ) 119 (540 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 5,291 1,204 841 959 4,660 81 960 (419 ) Denominator: Weighted average number of shares 13,671,275 20,000,000 4,236,788 20,000,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.34 0.00 0.23 0.02 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss (income) excluding interest (275 ) (334 ) 167 (160 ) Accretion (400 ) - (300 ) - (675 ) (334 ) (133 ) (160 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.11 ) (0.06 ) (0.02 ) (0.03 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended | ||
Jun. 21, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Description of Organization and Business Operations [Line Items] | |||
Gross proceeds from public offering | $ 200,000,000 | ||
Proceeds from placement | 4,000,000 | ||
Trust account | $ 204,000,000 | ||
Number of operating business | 1 | ||
Fair market value percenatge | 80% | ||
Net tangible assets | $ 5,000,000 | ||
Depositing into the trust account per unit (in Dollars per share) | $ / shares | $ 0.1 | ||
Threshold number of business days to redeem public shares from combination period | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Months to complete the initial business | 15 months | ||
Accrued expenses | $ 450,000 | ||
Initial public per share (in Dollars per share) | $ / shares | $ 0.04 | ||
Public share outstanding | $ 100,000 | ||
Public shares redeemed (in Shares) | shares | 15,763,212 | ||
Public shares (in Shares) | shares | 4,236,788 | ||
Private shares (in Shares) | shares | 945,715 | ||
Payments to the redeeming shareholders | $ 166,300,000 | ||
Accumulated deficit | $ (11,756,000) | $ (10,450,000) | |
Class A Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of units (in Shares) | shares | 2,810,702 | ||
Public shares redeemed (in Shares) | shares | 5,182,503 | ||
Ordinary shares, shares outstanding (in Shares) | shares | 945,715 | 945,715 | |
Class B Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of units (in Shares) | shares | 5,000,000 | ||
Ordinary shares, shares outstanding (in Shares) | shares | 5,000,000 | 5,000,000 | |
Public Offering [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of units (in Shares) | shares | 20,000,000 | ||
Per unit (in Dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from public offering | $ 200,000,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of units (in Shares) | shares | 945,715 | ||
Per unit (in Dollars per share) | $ / shares | $ 10 | ||
Proceeds from placement | $ 9,457,150 |
Capital Deficiency (Details)
Capital Deficiency (Details) - USD ($) | 9 Months Ended | |||||
Nov. 23, 2021 | Aug. 23, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jan. 29, 2022 | |
Capital Deficiency [Line Items] | ||||||
Shares subject to possible redemption | 4,236,788 | 20,000,000 | ||||
Purchase an aggregate value (in Dollars) | $ 9,457,150 | |||||
Aggregate of additional units | 125,000 | |||||
Forfeiture shares | 31,250 | |||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preference shares, shares issued | ||||||
Preference shares, shares outstanding | ||||||
Sponsor [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Purchase an aggregate shares | 945,715 | |||||
Total consideration (in Dollars) | $ 25,000 | |||||
Consideration for cancellation shares | ||||||
Founders Shares [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Converted founder shares | 4,999,999 | |||||
Class A Ordinary Shares [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Shares subject to possible redemption | 4,236,788 | 20,000,000 | ||||
Class B Ordinary Shares [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Private unit (in Dollars per share) | $ 0.0001 | |||||
Issued shares | 5,750,000 | |||||
Consideration for cancellation shares | 718,750 | |||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Forfeiture shares | 5,031,250 | |||||
Public Offering | ||||||
Capital Deficiency [Line Items] | ||||||
Private unit (in Dollars per share) | $ 10 | |||||
Aggregate consideration (in Dollars) | $ 200,000,000 | |||||
Private Placement [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Private unit (in Dollars per share) | $ 10 | |||||
Over-Allotment Option [Member] | Class B Ordinary Shares [Member] | ||||||
Capital Deficiency [Line Items] | ||||||
Forfeiture shares | 5,000,000 |
Earning (loss) Per Share (Detai
Earning (loss) Per Share (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Earning (loss) Per Share [Abstract] | |
Outstanding warrants | 10,472,858 |
Earning (loss) Per Share (Det_2
Earning (loss) Per Share (Details) - Schedule of Earning (loss) Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Earning (loss) Per Share [Line Items] | ||||
Net income (loss) for the period | $ 827 | $ 259 | $ 3,985 | $ (253) |
Less- interest earned on marketable securities held in trust account | (541) | (959) | (4,891) | (1,204) |
Net loss (income) excluding interest | 286 | (700) | (906) | (1,457) |
Numerator: | ||||
Accretion | 841 | 959 | 5,291 | 1,204 |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||
Schedule of Earning (loss) Per Share [Line Items] | ||||
Net loss (income) excluding interest | 119 | (540) | (631) | (1,123) |
Numerator: | ||||
Accretion | 841 | 959 | 5,291 | 1,204 |
Total redeemable ordinary shares | $ 960 | $ (419) | $ 4,660 | $ 81 |
Denominator: | ||||
Weighted average number of shares (in Shares) | 4,236,788 | 20,000,000 | 13,671,275 | 20,000,000 |
Basic earnings (loss) per share (in Dollars per share) | $ 0.23 | $ 0.02 | $ 0.34 | $ 0 |
Non-Redeemable Class A and Class B Ordinary Shares [Member] | ||||
Schedule of Earning (loss) Per Share [Line Items] | ||||
Net loss (income) excluding interest | $ 167 | $ (160) | $ (275) | $ (334) |
Numerator: | ||||
Accretion | (300) | (400) | ||
Total redeemable ordinary shares | $ (133) | $ (160) | $ (675) | $ (334) |
Denominator: | ||||
Weighted average number of shares (in Shares) | 5,945,715 | 5,945,715 | 5,945,715 | 5,945,715 |
Basic earnings (loss) per share (in Dollars per share) | $ (0.02) | $ (0.03) | $ (0.11) | $ (0.06) |
Earning (loss) Per Share (Det_3
Earning (loss) Per Share (Details) - Schedule of Earning (loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||
Schedule of Earning (loss) Per Share [Line Items] | ||||
Diluted earnings (loss) per share | $ 0.23 | $ 0.02 | $ 0.34 | $ 0 |
Non-Redeemable Class A and Class B Ordinary Shares [Member] | ||||
Schedule of Earning (loss) Per Share [Line Items] | ||||
Diluted earnings (loss) per share | $ (0.02) | $ (0.03) | $ (0.11) | $ (0.06) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | ||||
Jun. 05, 2023 | Aug. 22, 2021 | Sep. 30, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |||||
Administrative expenses | $ 10,000 | ||||
Remains outstanding | $ 100,000 | ||||
Public share remaining outstanding | 4,236,788 | ||||
Public share | $ 0.04 | ||||
Sponsor [Member] | |||||
Related Party Transactions [Line Items] | |||||
Lesser per share | $ 0.04 | ||||
Contributed amount | $ 400,000 | ||||
Warrant [Member] | |||||
Related Party Transactions [Line Items] | |||||
Exercise price per share | $ 11.5 | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transactions [Line Items] | |||||
Class A ordinary shares par value | $ 0.0001 | $ 0.0001 | |||
Forecast [Member] | |||||
Related Party Transactions [Line Items] | |||||
Loan installments | $ 100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Deferred underwriting compensation, percentage | 4.50% |
Gross proceeds of the public offering | $ 200 |
Business Combination [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Gross proceeds of the public offering | $ 9 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||||||
Feb. 22, 2024 | Jan. 03, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | Dec. 04, 2023 | Nov. 20, 2023 | Jun. 21, 2023 | Aug. 23, 2021 | Sep. 30, 2023 | |
Subsequent Events [Line Items] | |||||||||
Payments to the redeeming shareholders (in Dollars) | $ 166,300 | ||||||||
Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Converted shares | 4,999,999 | ||||||||
Sponsor Conversion of Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Converted shares | 4,999,999 | ||||||||
Public Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Conversion shares | 2,371,801 | ||||||||
Public Shares [Member] | Sponsor Conversion of Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Converted shares | 1,864,987 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Conversion shares | 2,810,702 | ||||||||
Class A Ordinary Shares [Member] | Sponsor Conversion of Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Converted shares | 7,810,701 | ||||||||
Private Shares [Member] | Sponsor Conversion of Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Converted shares | 945,715 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 5,750,000 | ||||||||
Conversion shares | 5,000,000 | ||||||||
IPO [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Conversion shares | 20,000,000 | ||||||||
IPO [Member] | Public Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Conversion shares | 1,864,987 | ||||||||
IPO [Member] | Private Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Conversion shares | 945,715 | ||||||||
Forecast [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 1,825,000 | ||||||||
Payments to the redeeming shareholders (in Dollars) | $ 26,000 | ||||||||
Distribution amount (in Dollars) | $ 20,400 | ||||||||
Advisor fee (in Dollars) | $ 2,500,000 | ||||||||
Percentage of gross proceeds | 5% | ||||||||
Consecutive, trading days | 30 days | ||||||||
Consecutive least amount (in Dollars) | $ 40,000,000 | ||||||||
Forecast [Member] | Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 70,000 | ||||||||
Forecast [Member] | Sponsor [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 638,750 | ||||||||
Forecast [Member] | Deposit Account [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Deposit into the Trust Account (in Dollars) | $ 100,000 | ||||||||
Forecast [Member] | Non-Redeemed Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 1,825,000 | ||||||||
Forecast [Member] | Founders Shares [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Non-redeemed shares | 200,000 | ||||||||
Converted shares | 4,999,999 |