Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | No | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 44,944,689 | ||
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] | |||
Title of 12(b) Security | None | ||
No Trading Symbol Flag | true | ||
Entity Common Stock, Shares Outstanding | 945,715 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Kesselman & Kesselman |
Auditor Firm ID | 1309 |
Auditor Location | Tel-Aviv, Israel |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
ASSETS: | |||
Cash and cash equivalents | $ 7 | ||
Prepaid expenses | 351 | ||
Cash and cash equivalents held in Trust Account | 46,420 | 206,826 | |
TOTAL ASSETS | 46,420 | 207,199 | |
LIABILITIES: | |||
Accrued expenses | 2,410 | 1,823 | |
Deferred underwriting compensation | 9,000 | 9,000 | |
Amount payable to 2,371,801 Class A ordinary shares following redemption | 25,972 | ||
TOTAL LIABILITIES | 38,059 | 10,823 | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 1,864,987 and 20,000,000 shares at December 31, 2023 and December 31, 2022, respectively, at a redemption value of $10.96 and $10.34 per share | 20,448 | 206,826 | |
CAPITAL DEFICIENCY: | |||
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 | |||
Additional paid-in capital | |||
Accumulated deficit | (12,087) | (10,450) | |
TOTAL CAPITAL DEFICIENCY | (12,087) | (10,450) | |
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | 46,420 | 207,199 | |
Related party | |||
ASSETS: | |||
Related party - Sponsor | 15 | ||
LIABILITIES: | |||
Related party – Sponsor | 677 | ||
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. |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Shares subject to possible redemption | 1,864,987 | 20,000,000 |
Redemption value of per share (in Dollars per share) | $ 10.96 | $ 10.34 |
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 | ||
Ordinary shares following redemption | 2,371,801 | 2,371,801 |
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 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | $ 5,486 | $ 2,826 |
OPERATING EXPENSES | (1,137) | (3,098) |
NET INCOME (LOSS) | $ 4,349 | $ (272) |
Class A Ordinary Shares Subject to Possible Redemption | ||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 11,220,563 | 20,000,000 |
BASIC EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION (in Dollars per share) | $ 0.47 | $ 0.02 |
Non-Redeemable Class A and Class B | ||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 5,945,715 | 5,945,715 |
BASIC EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION (in Dollars per share) | $ (0.16) | $ (0.12) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | ||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ 0.47 | $ 0.02 |
Non-Redeemable Class A and Class B | ||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ (0.16) | $ (0.12) |
Statements of Changes in Capita
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 | |||||||
forfeiture of Class B ordinary shares (in Shares) | (31,250) | ||||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (2,826) | (2,826) | |||||
Net income (loss) | (272) | (272) | |||||
Balance at Dec. 31, 2022 | [1] | [1] | (10,450) | (10,450) | |||
Balance (in Shares) at Dec. 31, 2022 | 945,715 | 5,000,000 | |||||
Sponsor surrender of 638,750 class B common stock (Note 3) | 80 | 80 | |||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (80) | (5,986) | (6,066) | ||||
Net income (loss) | 4,349 | 4,349 | |||||
Balance at Dec. 31, 2023 | [1] | $ (12,087) | $ (12,087) | ||||
Balance (in Shares) at Dec. 31, 2023 | 945,715 | 5,000,000 | |||||
[1]Represents an amount less than 1 thousand US Dollars. |
Statements of Changes in Capi_2
Statements of Changes in Capital Deficiency (Equity) (Parentheticals) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Class B common stock | $ 638,750 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 4,349 | $ (272) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 351 | 368 |
Accrued expenses | 587 | 1,726 |
Related party payable | 120 | |
Changes in operating assets and liabilities | 1,058 | 2,094 |
Net cash provided by operating activities | 5,407 | 1,822 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Sponsor loan (including related party payable) | 572 | |
Redemption of Class A Ordinary shares | (166,392) | |
Net cash used in financing activities | (165,820) | |
DECREASE (INCREASE) IN CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT | (160,413) | 1,822 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT BEGINNING OF THE YEAR | 206,833 | 205,011 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE YEAR | 46,420 | 206,833 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: | ||
Cash and cash equivalents | 7 | |
Cash and cash equivalents held in trust account | 46,420 | 206,826 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE YEAR | $ 46,420 | $ 206,833 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 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 December 31, 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 1c 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. There is no balance outside the Trust Account as of December 31, 2023. 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 three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three 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 6) 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. f. 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 deadline 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 Note 7 a. 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. As it was repaid after the balance sheet date, it was recorded as an amount payable on December 31, 2023. The 638,750 founders shares due to the Non-Redeeming Shareholders have an implied value of $0.12 per share, or an aggregate implied value of $80,288. The $80,288 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price at the measurement date of $10.93 and assigning a probability of acquisition of approximately 1%. This $80,288 value consideration is reflected in the shareholders equity section of the financial statements. g. Substantial Doubt about the Company’s Ability to continue as a Going Concern As of December 31, 2023, the Company had no cash and an accumulated deficit of $12,087 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 and 1f above) 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 the need to obtain additional funds in order to satisfy 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 and classification 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. h. 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 | 12 Months Ended |
Dec. 31, 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. 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. b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits and investments in treasury bills with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. d. Trust account Substantially all of the investment held in the Trust account is in treasury bills with original maturities of three months or less from the date of purchase and are considered restricted cash and cash equivalents. Accordingly, the Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. As of December 31, 2023, the Company held $46,420 thousand in the Trust Account, while $25,972 thousand are presented as amount payable to Class A shareholders, due to the redemption notice which occurred on December 21, 2023, see also Note 1f. e. Redeemable Class A Ordinary Shares As discussed in note 1, all Class A ordinary shares of $0.0001 par value each, sold as part of the Units in the Public Offering, contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its articles of association provide that 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. Accordingly, Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value as of December 31, 2023. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in thousands Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption as of December 31, 2021 204,000 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account 2,826 Class A common stock subject to possible redemption as of December 31, 2022 206,826 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account and proceeds from Sponsor loan 6,066 Less: Sponsor surrender at 638,750 class B ordinary shares (80 ) Redemption of Class A Ordinary shares (192,364 ) Class A common stock subject to possible redemption as of December 31, 2023 20,448 f. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity. g. 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. h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. j. Offering costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $586 thousand. These costs, together with the upfront and deferred underwriter commission, of $12,000,000 were allocated between the sale of the public shares and the public warrants. k. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into nine broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). m. 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 | 12 Months Ended |
Dec. 31, 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. Pursuant to the Public Offering, the Company issued and sold an aggregate of 20,000,000 Class A ordinary shares as part of the Units sold in the transaction, out of which 1,864,987 remain outstanding following the second extension meeting, see also Note 1e and 1f. The Units (which also included 10,000,000 public warrants – the “Public 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 472,858 private warrants – the “Private Warrants”) sold in the Private Placement at a price of $10 per Private Unit, or $9,457,150 in the aggregate. The Private and Public Warrants (together – the “Warrants”) are exercisable to purchase one Class A share at a price per share of $11.50. Each Warrant will become exercisable 30 days after the completion of the Company’s Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption (only in the case of the Public Warrants, see below for redemption of the Private Warrants) or liquidation. The Warrants may only be gross physically settled, as there are no cashless exercise provisions. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. During such notice period, the warrants remain exercisable. The Private Warrants are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into “street name”, they are not redeemable by the Company. 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 In December 2023 the Sponsor agreed to transfer founder’s shares held by it to the Non-Redeeming Shareholders in exchange of non-redemption commitment. As a result, the Non-Redeeming Shareholders are expected to receive 638,750 founder’s 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, See also Note 1 f above. 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 December 31, 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 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 December 31, 2023, the Company has no |
Earning (loss) Per Share
Earning (loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earning (loss) Per Share [Abstract] | |
EARNING (LOSS) PER SHARE | NOTE 4 - EARNING (LOSS) PER SHARE: a. Basic As of December 31, 2023, the Company had two classes of ordinary shares (i) Class A ordinary shares subject to possible redemption, and (ii) 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 December 31, 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: Year ended December 31 2023 2022 U.S. dollars in thousands (Except share data) Net income (loss) for the year 4,349 (272 ) Less- interest earned on marketable securities held in trust account (5,486 ) (2,826 ) Net loss excluding interest (1,137 ) (3,098 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (743 ) (2,388 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 6,066 2,826 5,323 438 Denominator: Weighted average number of shares 11,220,563 20,000,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.47 0.02 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (394 ) (710 ) Accretion (580 ) - (974 ) (710 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.16 ) (0.12 ) 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 December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS: Related party balance composition as of December 31, 2023: Year ended U.S. dollars in thousands Amounts due in respect of payments made by the Sponsor on behalf of the Company 57 Administrative services agreement (a below) 120 Sponsor loan (b below) 500 677 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 December 31, 2023, the Sponsor contributed $500,000. 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 1f above, 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 into the Trust Account for the remainder of the initial extension period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. 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 and conditioning the closing of a transaction. As of December 31, 2023, no liability has been recorded in relation to this engagement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS: a. 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. b. 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 4,349 | $ (272) |
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 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statement | a. 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. |
Functional currency | b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. |
Cash and cash equivalents | c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits and investments in treasury bills with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. |
Trust account | d. Trust account Substantially all of the investment held in the Trust account is in treasury bills with original maturities of three months or less from the date of purchase and are considered restricted cash and cash equivalents. Accordingly, the Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. As of December 31, 2023, the Company held $46,420 thousand in the Trust Account, while $25,972 thousand are presented as amount payable to Class A shareholders, due to the redemption notice which occurred on December 21, 2023, see also Note 1f. |
Redeemable Class A Ordinary Shares | e. Redeemable Class A Ordinary Shares As discussed in note 1, all Class A ordinary shares of $0.0001 par value each, sold as part of the Units in the Public Offering, contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its articles of association provide that 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. Accordingly, Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value as of December 31, 2023. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in thousands Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption as of December 31, 2021 204,000 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account 2,826 Class A common stock subject to possible redemption as of December 31, 2022 206,826 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account and proceeds from Sponsor loan 6,066 Less: Sponsor surrender at 638,750 class B ordinary shares (80 ) Redemption of Class A Ordinary shares (192,364 ) Class A common stock subject to possible redemption as of December 31, 2023 20,448 |
Warrants | f. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity. |
Earnings (loss) per share | g. 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. |
Concentration of Credit Risk | h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial instruments | i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. |
Offering costs | j. Offering costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $586 thousand. These costs, together with the upfront and deferred underwriter commission, of $12,000,000 were allocated between the sale of the public shares and the public warrants. |
Fair value measurement | k. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into nine broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
Income tax | l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). |
Recent accounting pronouncements | m. 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Fair Value Between the Public Warrants and the Redeemable Class A Shares. | The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in thousands Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption as of December 31, 2021 204,000 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account 2,826 Class A common stock subject to possible redemption as of December 31, 2022 206,826 Plus: Accretion of carrying value to redemption value following interest earned on marketable securities held on trust account and proceeds from Sponsor loan 6,066 Less: Sponsor surrender at 638,750 class B ordinary shares (80 ) Redemption of Class A Ordinary shares (192,364 ) Class A common stock subject to possible redemption as of December 31, 2023 20,448 |
Earning (loss) Per Share (Table
Earning (loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (Loss) Per Share Table [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | The calculation is as follows: Year ended December 31 2023 2022 U.S. dollars in thousands (Except share data) Net income (loss) for the year 4,349 (272 ) Less- interest earned on marketable securities held in trust account (5,486 ) (2,826 ) Net loss excluding interest (1,137 ) (3,098 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (743 ) (2,388 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 6,066 2,826 5,323 438 Denominator: Weighted average number of shares 11,220,563 20,000,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.47 0.02 Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (394 ) (710 ) Accretion (580 ) - (974 ) (710 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.16 ) (0.12 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balance | Related party balance composition as of December 31, 2023: Year ended U.S. dollars in thousands Amounts due in respect of payments made by the Sponsor on behalf of the Company 57 Administrative services agreement (a below) 120 Sponsor loan (b below) 500 677 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 02, 2024 USD ($) | Nov. 20, 2023 USD ($) | Jan. 29, 2022 shares | Jun. 21, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Description of Organization and Business Operations [Line Items] | ||||||
Sale of units (in Shares) | shares | 125,000 | |||||
Sale of price per unit (in Dollars per share) | $ / shares | $ 10.93 | |||||
Gross proceeds | $ | $ 200,000,000 | |||||
Gross proceeds | $ | 4,000,000 | |||||
Trust account | $ | $ 204,000,000 | |||||
Condition for future business combination number of businesses minimum | 1 | |||||
Fair market value, percentage | 80% | |||||
Net tangible assets | $ | $ 5,000,000 | |||||
Business combination for public per share (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 | |||||
Accrued expenses | $ | $ 450,000 | |||||
Lesser public per share (in Dollars per share) | $ / shares | $ 0.04 | |||||
Public share outstanding | $ | $ 100,000 | |||||
Initial extension public shares redeemed (in Shares) | shares | 4,236,788 | |||||
Initial extension private shares redeemed (in Shares) | shares | 945,715 | |||||
Payments for redeeming shareholders | $ | $ 26,000,000 | $ 166,300,000 | ||||
Loans and deposits | $ | $ 100,000 | |||||
Description of non redemption agreements | 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. | |||||
Aggregate implied value | $ | $ 80,288 | |||||
Probability of acquisition percentage | 1% | |||||
Accumulated deficit | $ | $ (12,087,000) | $ (10,450,000) | ||||
Founders Shares [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Sale of price per unit (in Dollars per share) | $ / shares | $ 0.12 | |||||
Founders shares (in Shares) | shares | 638,750 | |||||
Aggregate implied value | $ | $ 80,288 | |||||
Valuation, Market Approach [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Aggregate implied value | $ | $ 80,288 | |||||
Class A Ordinary Shares [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Founders shares (in Shares) | shares | 20,000,000 | |||||
IPO [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Sale of units (in Shares) | shares | 20,000,000 | |||||
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds | $ | $ 200,000,000 | |||||
Initial extension public shares redeemed (in Shares) | shares | 1,864,987 | |||||
Private Placement [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Sale of units (in Shares) | shares | 945,715 | |||||
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds | $ | $ 9,457,150 | |||||
Initial Extension [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 15,763,212 | |||||
Initial Extension [Member] | Class A Ordinary Shares [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 5,182,503 | |||||
Initial Extension [Member] | Common Class B [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 5,000,000 | |||||
Second Extension [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 2,371,801 | |||||
Initial extension private shares redeemed (in Shares) | shares | 945,715 | |||||
Second Extension [Member] | Class A Ordinary Shares [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 2,810,702 | |||||
Second Extension [Member] | Common Class B [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Initial extension public shares redeemed (in Shares) | shares | 5,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Asset held trust | $ 46,420,000 | $ 206,826,000 |
Accounts payable | 25,972,000 | |
Net tangible assets | 5,000,000 | |
Federal depository insurance coverage amount | 250,000 | |
Offering costs | 586,000 | |
Deferred underwriter commission | $ 12,000,000 | |
Tax benefit | 50% | |
Class A Ordinary Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Class A ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Fair Value Between the Public Warrants and the Redeemable Class A Shares. - Redeemable Shares of Class A Common Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 200,000 | ||
Proceeds allocated to public warrants | (14,815) | ||
Class A shares issuance costs | (11,654) | ||
Accretion of carrying value to redemption value | $ 6,066 | $ 2,826 | 30,469 |
Sponsor surrender at 638,750 class B ordinary shares | (80) | ||
Redemption of Class A Ordinary shares | (192,364) | ||
Class A common stock subject to possible redemption | $ 20,448 | $ 206,826 | $ 204,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Fair Value Between the Public Warrants and the Redeemable Class A Shares. (Parentheticals) | 12 Months Ended |
Dec. 31, 2023 shares | |
Redeemable Shares of Class A Common Stock [Member] | |
Temporary Equity [Line Items] | |
Sponsor surrender class B ordinary shares | 638,750 |
Capital Deficiency (Details)
Capital Deficiency (Details) - USD ($) | 12 Months Ended | ||||
Jan. 29, 2022 | Nov. 23, 2021 | Aug. 23, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Capital Deficiency [Line Items] | |||||
Public warrants | 10,000,000 | ||||
Sale price (in Dollars per share) | $ 10.93 | ||||
Aggregate consideration (in Dollars) | $ 200,000,000 | ||||
Purchase shares | 945,715 | ||||
Private warrants | 472,858 | ||||
Aggregate value (in Dollars) | $ 9,457,150 | ||||
Sponsor fees (in Dollars) | $ 25,000 | ||||
Shares cancellation | 718,750 | ||||
Aggregate shares | 125,000 | ||||
Founder’s shares | 638,750 | ||||
Converted founder shares | 4,999,999 | ||||
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 | |||||
Public Warrants [Member] | |||||
Capital Deficiency [Line Items] | |||||
Sale price (in Dollars per share) | $ 10 | ||||
Exercisable to price per share (in Dollars per share) | 0.01 | ||||
Adjusted price per share (in Dollars per share) | $ 18 | ||||
Minimum [Member] | |||||
Capital Deficiency [Line Items] | |||||
Number of trading days | 20 days | ||||
Maximum [Member] | |||||
Capital Deficiency [Line Items] | |||||
Number of trading days | 30 days | ||||
Sponsor [Member] | |||||
Capital Deficiency [Line Items] | |||||
Shares cancellation | |||||
Common Class A [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 | |||
Issued and sold an aggregate shares | 20,000,000 | ||||
Outstanding shares | 1,864,987 | ||||
Exercisable to purchase | 1 | ||||
Exercisable to price per share (in Dollars per share) | $ 11.5 | ||||
Share issued | 945,715 | 945,715 | |||
Converted founder shares | 7,810,701 | ||||
Common Class A [Member] | Common Stock [Member] | |||||
Capital Deficiency [Line Items] | |||||
Shares cancellation | |||||
Common Class A [Member] | Sponsor [Member] | |||||
Capital Deficiency [Line Items] | |||||
Converted founder shares | 4,999,999 | ||||
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 | ||
Price per share (in Dollars per share) | $ 0.0001 | ||||
Share issued | 5,000,000 | 5,000,000 | |||
Number of original shares | 31,250 | ||||
Class B Ordinary Shares [Member] | Common Stock [Member] | |||||
Capital Deficiency [Line Items] | |||||
Share issued | 5,750,000 | ||||
Shares cancellation | (31,250) | ||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||
Capital Deficiency [Line Items] | |||||
Share issued | 5,031,250 | ||||
Private Placement [Member] | |||||
Capital Deficiency [Line Items] | |||||
Sale price (in Dollars per share) | $ 10 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Aggregate shares | 945,715 | ||||
Over-Allotment Option [Member] | |||||
Capital Deficiency [Line Items] | |||||
Subject to forfeiture | 5,000,000 |
Earning (loss) Per Share (Detai
Earning (loss) Per Share (Details) | 12 Months Ended |
Dec. 31, 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 Class A Ordinary Shares Subject to Possible Redemption - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Net income (loss) for the period | $ 4,349 | $ (272) |
Less- interest earned on marketable securities held in trust account | (5,486) | (2,826) |
Net loss excluding interest | (1,137) | (3,098) |
Class A ordinary shares subject to possible redemption: | ||
Accretion | (6,066) | (2,826) |
Class A ordinary shares subject to possible redemption [Member] | ||
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Net loss excluding interest | (743) | (2,388) |
Class A ordinary shares subject to possible redemption: | ||
Accretion | 6,066 | 2,826 |
Total redeemable ordinary shares | $ 5,323 | $ 438 |
Weighted average number of shares (in Shares) | 11,220,563 | 20,000,000 |
Basic earnings (loss) per share (in Dollars per share) | $ 0.47 | $ 0.02 |
Non-Redeemable Class A and Class B Ordinary Shares [Member] | ||
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Net loss excluding interest | $ (394) | $ (710) |
Class A ordinary shares subject to possible redemption: | ||
Accretion | (580) | |
Total redeemable ordinary shares | $ (974) | $ (710) |
Weighted average number of shares (in Shares) | 5,945,715 | 5,945,715 |
Basic earnings (loss) per share (in Dollars per share) | $ (0.16) | $ (0.12) |
Earning (loss) Per Share (Det_3
Earning (loss) Per Share (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary shares subject to possible redemption [Member] | ||
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Diluted earnings (loss) per share | $ 0.47 | $ 0.02 |
Non-Redeemable Class A and Class B Ordinary Shares [Member] | ||
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Diluted earnings (loss) per share | $ (0.16) | $ (0.12) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Jun. 05, 2023 | Aug. 22, 2021 | Dec. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |||||
Administrative expenses | $ 10,000 | ||||
Public price per share (in Dollars per share) | $ 0.04 | ||||
Sponsor contributed | $ 500,000 | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||
Loan installments | $ 100,000 | ||||
Sponsor [Member] | |||||
Related Party Transactions [Line Items] | |||||
Public price per share (in Dollars per share) | $ 0.04 | ||||
PublicShareOutstandingAmount | $ 100,000 | ||||
Public share outstanding (in Shares) | 4,236,788 | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transactions [Line Items] | |||||
Class A ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Public Shares [Member] | |||||
Related Party Transactions [Line Items] | |||||
Public share exceed, amount | $ 100,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Party Balance - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amounts due in respect of payments made by the Sponsor on behalf of the Company [Member] | ||
Related Party Transaction [Line Items] | ||
Related party balance | $ 57 | |
Administrative services agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party balance | 120 | |
Sponsor Loan [Member] | ||
Related Party Transaction [Line Items] | ||
Related party balance | 500 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Related party balance | $ 677 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 04, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||
Deferred underwriting compensation, percentage | 4.50% | |
Advisor fee amount | $ 2,500,000 | |
Transaction fee, percentage | 5% | |
Public Offering [Member] | ||
Commitments and Contingencies [Line Items] | ||
Gross proceeds of public offering | $ 9,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||
Feb. 22, 2024 | Jan. 03, 2024 | Dec. 31, 2023 | |
Subsequent Events [Line Items] | |||
Conversion shares | 4,999,999 | ||
Subsequent Event [Member] | |||
Subsequent Events [Line Items] | |||
Consecutive, trading days | 30 years | ||
Consecutive least (in Dollars) | $ 40,000,000 | ||
Class A Ordinary Shares [Member] | |||
Subsequent Events [Line Items] | |||
Conversion shares | 7,810,701 | ||
Public Shares [Member] | |||
Subsequent Events [Line Items] | |||
Conversion shares | 1,864,987 | ||
Private Shares [Member] | |||
Subsequent Events [Line Items] | |||
Conversion shares | 945,715 | ||
Founders Shares [Member] | Subsequent Event [Member] | |||
Subsequent Events [Line Items] | |||
Conversion shares | 4,999,999 |