Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 26, 2024 | Jun. 30, 2023 | |
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 on Form 10-K hereby amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which DIH Holding US, Inc. previously filed with the Securities and Exchange Commission on April 29, 2024 solely to correct a typographical error in the date of the Report of Independent Registered Public Accounting Firm by amending “April 29, 2023” to “April 29, 2024” | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41250 | ||
Entity Registrant Name | DIH HOLDING US, INC. | ||
Entity Central Index Key | 0001883788 | ||
Entity Tax Identification Number | 98-1624542 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 77 Accord Drive | ||
Entity Address, Address Line Two | Suite D-1 | ||
Entity Address, City or Town | Norwell | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02061 | ||
City Area Code | (877) | ||
Local Phone Number | 944-2000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 63,434,566 | ||
Entity Common Stock, Shares Outstanding | 40,544,935 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Rule 10b5-1 Arrangement Adopted [Flag] | false | ||
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | ||
Rule 10b5-1 Arrangement Terminated [Flag] | false | ||
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York | ||
Common Class A [Member] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | DHAI | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | DHAIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 12,355 | $ 191,103 |
Prepaid expenses | 284,597 | |
Total current assets | 12,355 | 475,700 |
Non-current assets: | ||
Marketable securities held in Trust Account | 58,648,639 | 206,879,903 |
Total non-current assets | 58,648,639 | 206,879,903 |
Total Assets | 58,660,994 | 207,355,603 |
Current liabilities: | ||
Accounts payable | 2,348,846 | 30,132 |
Accrued expenses | 167,050 | 357,026 |
Accrued offering costs | 50,000 | 50,000 |
Total current liabilities | 4,618,058 | 437,158 |
Non-current liabilities: | ||
Warrant liabilities | 270,020 | 589,420 |
Deferred underwriter fee payable | 7,070,000 | 7,070,000 |
Total non-current liabilities | 7,340,020 | 7,659,420 |
Total Liabilities | 11,958,078 | 8,096,578 |
Commitments and Contingencies (Note 8) | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,307,292 and 20,200,000 shares subject to possible redemption issued and outstanding, at redemption value of $11.05 and $10.24 per share, as of December 31, 2023 and 2022, respectively | 58,648,639 | 206,879,903 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (11,946,258) | (7,621,413) |
Total Shareholders’ Deficit | (11,945,723) | (7,620,878) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 58,660,994 | 207,355,603 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | 30 | 30 |
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | 505 | 505 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | 55,662 | |
Promissory note – related party | $ 1,996,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Temporary equity, redemption price per share | $ 11.05 | $ 10.24 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 500,000,000 | 500,000,000 |
Temporary equity, shares issued | 5,307,292 | 20,200,000 |
Temporary equity, shares outstanding | 5,307,292 | 20,200,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 303,000 | 303,000 |
Common stock, shares, outstanding | 303,000 | 303,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares, issued | 5,050,000 | 5,050,000 |
Common stock, shares, outstanding | 5,050,000 | 5,050,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 3,527,996 | $ 1,705,315 |
Loss from operations | (3,527,996) | (1,705,315) |
Other income: | ||
Change in fair value of warrant liability | 319,400 | 5,191,127 |
Gain on extinguishment of over-allotment liability | 258,440 | |
Gain on extinguishment of liability | 364,786 | |
Dividend income on marketable securities held in Trust Account | 3,484,006 | 2,859,903 |
Other income, net | 4,168,192 | 8,309,470 |
Net income | $ 640,196 | $ 6,604,155 |
Common Class A [Member] | ||
Other income: | ||
Basic weighted average shares outstanding, non-redeemable ordinary shares | 7,066,563 | 18,041,644 |
Diluted weighted average shares outstanding, non-redeemable ordinary shares | 7,066,563 | 18,041,644 |
Basic net (loss) income per share, Class A ordinary shares subject to redemption | $ 0.05 | $ 0.28 |
Diluted net (loss) income per share, Class A ordinary shares subject to redemption | $ 0.05 | $ 0.28 |
Nonredeemable Common Stock [Member] | ||
Other income: | ||
Basic weighted average shares outstanding, non-redeemable ordinary shares | 5,353,000 | 5,315,282 |
Diluted weighted average shares outstanding, non-redeemable ordinary shares | 5,353,000 | 5,315,282 |
Basic net (loss) income per share, Class A ordinary shares subject to redemption | $ 0.05 | $ 0.28 |
Diluted net (loss) income per share, Class A ordinary shares subject to redemption | $ 0.05 | $ 0.28 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Ordinary Shares Subject To Possible Redemption [Member] Common Class A [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 575 | $ 24,425 | $ (9,963) | $ 15,037 | ||
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | |||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 32,866,490 | (18,650,885) | (14,215,605) | (32,866,490) | ||
Net income | 6,604,155 | 6,604,155 | ||||
Issuance of Class A ordinary shares | $ 174,013,413 | 25,000 | ||||
Issuance of Class A ordianry shares, shares | 20,200,000 | |||||
Forfeiture of Class B ordinary shares issued to Sponsor | $ (70) | 70 | ||||
Forfeiture of Class B shares issued to Sponsor, shares | (700,000) | |||||
Issuance of representative shares | $ 30 | 3,029,970 | 3,030,000 | |||
Issuance of Representative Shares, shares | 303,000 | |||||
Rights underlying the Units | 15,596,420 | 15,596,420 | ||||
Ending balance at Dec. 31, 2022 | $ 206,879,903 | $ 30 | $ 505 | (7,621,413) | (7,620,878) | |
Ending balance, shares at Dec. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ (153,196,305) | |||||
Redemption of Class A ordinary shares, shares | (14,892,708) | |||||
Remeasurement of Class A ordinary shares to redemption amount | $ 4,965,041 | (4,965,041) | (4,965,041) | |||
Net income | 640,196 | 640,196 | ||||
Ending balance at Dec. 31, 2023 | $ 58,648,639 | $ 30 | $ 505 | $ (11,946,258) | $ (11,945,723) | |
Ending balance, shares at Dec. 31, 2023 | 5,307,292 | 303,000 | 5,050,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 640,196 | $ 6,604,155 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Dividend income on marketable securities held in Trust Account | (3,484,006) | (2,859,903) |
Allocation of deferred offering costs for warrant liability | 516,746 | |
Change in fair value of warrant liability | (319,400) | (5,191,127) |
Gain on extinguishment of over-allotment liability | (258,440) | |
Gain on extinguishment of liability | (364,786) | |
Changes in current assets and current liabilities: | ||
Due to related party | 55,662 | |
Prepaid expenses | 284,597 | (284,597) |
Accounts payable and accrued expenses | 2,493,524 | 377,211 |
Net cash used in operating activities | (694,213) | (1,095,955) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (204,020,000) | |
Purchase of marketable securities held in Trust Account | (1,485,000) | |
Redemption of marketable securities held in Trust Account | 153,200,270 | |
Net cash provided (used) in investing activities | 151,715,270 | (204,020,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class A ordinary shares | 202,000,000 | |
Payment of underwriting fee | (2,525,000) | |
Proceeds from sale of Private Warrants | 6,470,000 | |
Proceeds from promissory note – related party | 1,996,500 | |
Payment of promissory note – related party | (242,801) | |
Payment of deferred offering costs | (460,514) | |
Payment of redemption on Class A ordinary shares | (153,196,305) | |
Net cash (used) provided by financing activities | (151,199,805) | 205,241,685 |
Net Change in Cash | (178,748) | 125,730 |
Cash – Beginning | 191,103 | 65,373 |
Cash-Ending | 12,355 | 191,103 |
Supplemental Disclosure of Non-cash Financing and Investing Activities: | ||
Initial measurement of Class A ordinary shares subject to possible redemption | 174,013,413 | |
Initial measurement of public warrants and private placement warrants | 5,780,547 | |
Deferred underwriting fee payable | 7,070,000 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 4,965,041 | 32,866,490 |
Forfeiture of Founder Shares | (70) | |
Issuance of Representative Shares | 30 | |
Deferred offering costs included in accrued offering costs | $ 50,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ 640,196 | $ 6,604,155 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
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 |
ORGANIZATION AND PLANS OF BUSIN
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Organization and General Aurora Technology Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 200,000 10.00 202,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 1.00 6,470,000 Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 1,468,333 The Trust Account Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $ 204,020,000 10.10 185 12 24 On February 3, 2023 in connection with its Extraordinary General Meeting held on February 3, 2023 (the “February Extraordinary General Meeting”), the Company and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement dated February 7, 2022 to allow the Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles. As of December 31, 2023, the Company exercised eleven of the one-month extensions, depositing a total of $1,485,000 into the Trust Account to fund the extensions In connecting with the closing of the Business Combination discussed below, on February 7, 2024, the Trust was liquidated. Business Combination On February 26, 2023 (the “Signing Date”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, as defined below) (“ATAK”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”). ATAK and DIH are each individually referred to herein as a “Party” and, collectively, the “Parties.” The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” Following the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the combined company will be organized as a Delaware corporation, in which substantially all of the assets and the business of the combined company will be held by DIH. The combined company’s business will continue to operate through DIH and its subsidiaries. In connection with the Closing, ATAK will change its name to “DIH Holding US, Inc.” (such company after the Closing, “New DIH”). On February 6, 2024, ATAK and DIH received approval of The Nasdaq Stock Market LLC to list the Class A common stock of New DIH to be outstanding after the Closing on the Nasdaq Global Market under the symbol “DHAI.” The outstanding warrants to purchase shares of Class A common stock have been approved for listing on the Nasdaq Capital Market under the symbol “DHAIW.” The parties also announced that the Closing will occur on February 7, 2024 with trading to commence under the new name and symbols on February 9, 2024. In connection with the Closing, ATAK agreed to waive a condition to Closing that required that DIH had completed a corporate reorganization in the form specified in the Business Combination Agreement as to permit the Closing to occur on February 7, 2024, the last possible date for Closing under the SPAC’s governing documents. Liquidity and Capital Resources As of December 31, 2023 and 2022, the Company had $ 12,355 191,103 (4,605,703) 38,542 The Company’s liquidity needs up to December 31, 2023 had been satisfied through a payment from the Sponsor of $ 25,000 0.0001 During 2023 and through the date of the Business Combination, the Company had a significant working capital deficit, had incurred significant costs in pursuit of its financing and acquisition plans , and the possibility existed that the Company may have needed to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Therefore, as of December 31, 2023, and during the period Risks and Uncertainties Management continues to evaluate the impact of the ongoing conflict between Russia and Ukraine, the conflict in the Middle East between Hamas and Israel, rising levels of inflation and interest rates, and resulting market volatility and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Although our financial results have not yet been adversely affected by the war in Ukraine or the conflict in the Middle East between Hamas and Israel, and we do not conduct business in Russia, Ukraine, Palestine or Israel, our financial results, our ability to raise capital or raise capital on favorable terms, and a potential target business’s financial condition, results of operations, or prospects, may be adversely affected by Russia’s invasion of Ukraine and the conflict in the Middle East between Hamas and Israel. In addition, the United States and other nations have raised the possibility of sanctions on China, Chinese banks, and companies with operations in China that do business with Russia or its allies, including Belarus. Although we do not conduct business in Russia or Belarus, or with Russian or Belarusian counterparties, we may be impacted by sanctions imposed on third parties. Our operations may also be adversely impacted by any actions taken by China in response to the war or any related sanctions or threatened sanctions. Such actual or threatened sanctions and other geopolitical factors arising in connection with the way, such as continued political or economic instability or increased economic or political tensions between the United States and China, could also adversely affect our business and financial results, including our ability to raise capital or raise capital on favorable terms and the market price of our ordinary shares and/or a potential target business’s financial condition, results of operations, or prospects. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100 12 12 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 9, 2023, certain investors redeemed 14,529,877 149,322,133 5,670,123 362,831 3,874,172 5,307,292 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 206,879,903 Redemption of Class A ordinary shares (153,196,305 ) Re-measurement of Class A ordinary shares subject to possible redemption 4,965,041 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 58,648,639 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 For the Year Ended December 31, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 364,263 $ 5,101,263 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 7,066,563 18,041,644 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 $ 0.28 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 275,933 $ 1,502,892 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,315,282 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.05 $ 0.28 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 200,000 10.00 Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8) An aggregate of $ 10.10 185 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 1.00 6,470,000 Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder shares On August 7, 2021, the Sponsor was issued 5,750,000 25,000 700,000 5,050,000 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 20 30 150 Promissory note-related party On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 no March 31, 2022 242,801 no On February 8, 2023, the Company issued and drew fully against a promissory note in the amount of $ 90,000 135,000 810,000 135,000 675,000 100,000 100,000 20,000 100,000 810,000 135,000 675,000 50,000 75,000 50,000 25,000 36,500 The First Extension Note does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. The Company did not draw funds against the First Extension Note. The Second Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Third Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Working Capital Notes do not bear interest, and mature (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company. As of December 31, 2023, there was $ 646,500 1,350,000 1,996,500 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 no Administrative support agreement Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $ 10,000 120,000 110,000 Affiliate investment in potential target The Company was in discussions with a number of potential target companies. Through introductions by the Company, an affiliate of one of the Company’s directors invested in one potential target’s latest private fundraising round. The result of which benefited the Company through deeper discussions of a potential transaction. However, the Company did not enter into a business combination agreement with the aforementioned potential target. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6. SHAREHOLDERS’ EQUITY Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 303,000 5,307,292 20,200,000 Class B ordinary shares 50,000,000 0.0001 5,050,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. For so long as any Class B ordinary shares remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Rights The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 7. WARRANTS The Company accounts for the 26,670,000 20,200,000 6,470,000 This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants 30 The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of warrants: Once the warrant become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last sale price of our ordinary shares equals or exceeds $ 18.00 20 30 In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115 18.00 180 The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration right and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45 3,000,000 2,000,000 700,000 The underwriters were paid a cash underwriting discount of $ 2,525,000 0.35 7,070,000 Legal Agreement The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Effective Date”), a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, convertible and debt offerings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of securities in the IPO. Representative’s Ordinary Shares The Company issued to Maxim and/or its designees, 303,000 The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the S-1 Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of securities in the IPO, except to any underwriter and selected dealer participating in the offering and their officers or partners, associated persons or affiliates. Ordinary Shares Redemption On December 18, 2023, the Company held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”), for which the shareholders approved the Business Combination Proposals. In connection with the vote to approve the Business Combination Proposals, holders of 4,815,153 4,815,153 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At December 31, 2023 and 2022, the Company’s warrant liability was valued at $ 270,020 589,420 The following table presents fair value information as of December 31, 2023 and 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The Company transferred the fair value of Public Warrants and Private Placement Warrants from a Level 3 measurement to a Level 1 and Level 2 measurement, respectively, in 2022. The measurement of the Public Warrants as of December 31, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. The measurement of the Private Placement Warrants as of December 31, 2023 is classified as Level 2 as its value is derived from the directly observable quoted prices of the Public Warrants in active markets. SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (2,115,677 ) (4,021,547 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022 — — — Change in fair value — — — Level 3 derivative warrant liabilities as of December 31, 2023 $ — $ — $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2023: SUMMARY OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 58,648,639 $ — $ — Liabilities Public Warrants $ 204,020 $ — $ — Private Placement Warrants $ — $ 66,000 $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: Assets Cash and marketable securities held in trust account $ 206,879,903 $ — $ — Liabilities Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 $ — The following table presents the changes in the fair value of derivative warrant liabilities as of December 31, 2023 and 2022: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (3,075,450 ) (2,115,677 ) (5,191,127 ) Derivative warrant liabilities at December 31, 2022 $ 446,420 $ 143,000 $ 589,420 Change in fair value (242,400 ) (77,000 ) (319,400 ) Derivative warrant liabilities at December 31, 2023 $ 204,020 $ 66,000 $ 270,020 Initial Measurement The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Black Scholes Merton model were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Placement Warrants Ordinary share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % Subsequent Measurement The Company values the Private Placement Warrants relative to the market prices of ordinary share and the Public Warrants, which are both actively traded on a public market. The valuation model for the Private Placement Warrants is a risk-neutral Monte Carlo simulation. As of December 31, 2023, the measurement of the Public Warrants was valued using an observable market quote in an active market under the ticker ATAKW. The key inputs into the Monte Carlo simulation model were as follows at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Ordinary Share price $ 4.48 $ 10.23 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.81 % 3.94 % Volatility 0.00 % 0.00 % Term 5.11 5.50 Warrant to buy one share $ 0.01 $ 0.02 Dividend yield 0.00 % 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, other than the below. On January 4, 2024, the Company extended the Combination Period from January 9, 2024 to February 7, 2024 by depositing $ 135,000 On February 6, 2024, ATAK and DIH received approval of The Nasdaq Stock Market LLC to list the Class A common stock of New DIH to be outstanding after the Closing on the Nasdaq Global Market under the symbol “DHAI.” The outstanding warrants to purchase shares of Class A common stock have been approved for listing on the Nasdaq Capital Market under the symbol “DHAIW.” The Closing occurred on February 7, 2024 with trading commencing under the new name and symbols on February 9, 2024. Simultaneous with the Closing on February 7, 2024, the Sponsor agreed to forgive all amounts outstanding under the Working Capital Notes and Extension Notes, $ 646,500 1,485,000 2,131,500 On February 9, 2024, DIH Holding US, Inc. entered into a subscription agreement for a private placement of 150,000 10.00 1.5 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100 12 12 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 9, 2023, certain investors redeemed 14,529,877 149,322,133 5,670,123 362,831 3,874,172 5,307,292 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 206,879,903 Redemption of Class A ordinary shares (153,196,305 ) Re-measurement of Class A ordinary shares subject to possible redemption 4,965,041 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 58,648,639 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 For the Year Ended December 31, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 364,263 $ 5,101,263 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 7,066,563 18,041,644 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 $ 0.28 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 275,933 $ 1,502,892 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,315,282 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.05 $ 0.28 |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Warranty Liability | Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF TEMPORARY EQUITY | As of December 31, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 206,879,903 Redemption of Class A ordinary shares (153,196,305 ) Re-measurement of Class A ordinary shares subject to possible redemption 4,965,041 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 58,648,639 |
SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 For the Year Ended December 31, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 364,263 $ 5,101,263 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 7,066,563 18,041,644 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 $ 0.28 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 275,933 $ 1,502,892 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,315,282 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.05 $ 0.28 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES | SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (2,115,677 ) (4,021,547 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022 — — — Change in fair value — — — Level 3 derivative warrant liabilities as of December 31, 2023 $ — $ — $ — Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (3,075,450 ) (2,115,677 ) (5,191,127 ) Derivative warrant liabilities at December 31, 2022 $ 446,420 $ 143,000 $ 589,420 Change in fair value (242,400 ) (77,000 ) (319,400 ) Derivative warrant liabilities at December 31, 2023 $ 204,020 $ 66,000 $ 270,020 |
SUMMARY OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES ON RECURRING BASIS | The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2023: SUMMARY OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 58,648,639 $ — $ — Liabilities Public Warrants $ 204,020 $ — $ — Private Placement Warrants $ — $ 66,000 $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: Assets Cash and marketable securities held in trust account $ 206,879,903 $ — $ — Liabilities Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 $ — |
SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS | The key inputs into the Black Scholes Merton model were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Placement Warrants Ordinary share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % December 31, December 31, 2023 2022 Ordinary Share price $ 4.48 $ 10.23 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.81 % 3.94 % Volatility 0.00 % 0.00 % Term 5.11 5.50 Warrant to buy one share $ 0.01 $ 0.02 Dividend yield 0.00 % 0.00 % |
ORGANIZATION AND PLANS OF BUS_2
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jul. 27, 2023 | Feb. 03, 2023 | Feb. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Over-allotment option liability | $ 258,440 | ||||
Issuance of representative shares | 3,030,000 | $ 3,030,000 | |||
Rights underlying the Units | 15,596,420 | 15,596,420 | |||
Operating cash | $ 1,468,333 | $ 12,355 | 191,103 | ||
Net proceeds amount | 204,020,000 | ||||
Subsequent event, description | the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles. As of December 31, 2023, the Company exercised eleven of the one-month extensions, depositing a total of $1,485,000 into the Trust Account to fund the extensions | ||||
Working capital (deficit) | $ (4,605,703) | $ 38,542 | |||
Amendment No One To Investment Management Trust Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Description of business combination extended period terms | Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding | ||||
Sponsor [Member] | Private Placement Warrant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock, price per share | $ 1 | ||||
Class of warrants or rights warrants issued during the period units | 6,470,000 | ||||
Proceeds from issuance of warrants | $ 6,470,000 | ||||
Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock, price per share | $ 10 | ||||
Proceeds from issuance initial public offering | $ 202,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock shares issued during the period for services shares | $ 25,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | ||||
IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock issued during period, shares, new issues | 303,000 | ||||
Transaction costs | 29,192,787 | ||||
Underwriting discount | 2,525,000 | ||||
Deferred underwriting fees | 7,070,000 | ||||
Actual offering costs | 712,927 | ||||
Net proceeds amount | $ 204,020,000 | ||||
Share price | $ 10.10 | ||||
Term of restricted investments | 185 days | ||||
IPO [Member] | Minimum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | ||||
IPO [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | ||||
IPO [Member] | Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock issued during period, shares, new issues | 20,200,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock issued during period, shares, new issues | 200,000 | ||||
Sale of stock, price per share | $ 10 |
SUMMARY OF TEMPORARY EQUITY (De
SUMMARY OF TEMPORARY EQUITY (Details) - USD ($) | 12 Months Ended | |||
Jul. 28, 2023 | Feb. 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary shares subject to possible redemption | $ 206,879,903 | |||
Redemption of Class A ordinary shares | $ 3,874,172 | $ 149,322,133 | $ (32,866,490) | |
Class A ordinary shares subject to possible redemption | 58,648,639 | 206,879,903 | ||
Common Class A Subject To Redemption [Member] | ||||
Gross proceeds from initial public offering | 202,000,000 | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (13,079,620) | |||
Fair value allocated to rights | (15,596,420) | |||
Re-measurement of Class A ordinary shares subject to possible redemption | 32,866,490 | |||
Class A ordinary shares subject to possible redemption | 206,879,903 | |||
Redemption of Class A ordinary shares | (153,196,305) | |||
Re-measurement of Class A ordinary shares subject to possible redemption | 4,965,041 | |||
Class A ordinary shares subject to possible redemption | 58,648,639 | $ 206,879,903 | ||
Common Class A Subject To Redemption [Member] | Public Warrants [Member] | ||||
Proceeds allocated to private warrants | (3,521,870) | |||
Common Class A Subject To Redemption [Member] | Private Placement Warrants [Member] | ||||
Proceeds allocated to private warrants | $ 4,211,323 |
SUMMARY OF BASIC AND DILUTED NE
SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Class A Ordinary Shares [Member] | ||
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares | ||
Net income attributable to non-redeemable Class A and Class B ordinary shares | $ 364,263 | $ 5,101,263 |
Denominator: weighted average non-redeemable Class A and Class B ordinary shares | ||
Basic weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | 7,066,563 | 18,041,644 |
Diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | 7,066,563 | 18,041,644 |
Basic net income per share, non-redeemable Class A and Class B ordinary shares | $ 0.05 | $ 0.28 |
Diluted net income per share, non-redeemable Class A and Class B ordinary shares | $ 0.05 | $ 0.28 |
Nonredeemable Common Stock [Member] | ||
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares | ||
Net income attributable to non-redeemable Class A and Class B ordinary shares | $ 275,933 | $ 1,502,892 |
Denominator: weighted average non-redeemable Class A and Class B ordinary shares | ||
Basic weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | 5,353,000 | 5,315,282 |
Diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | 5,353,000 | 5,315,282 |
Basic net income per share, non-redeemable Class A and Class B ordinary shares | $ 0.05 | $ 0.28 |
Diluted net income per share, non-redeemable Class A and Class B ordinary shares | $ 0.05 | $ 0.28 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Jul. 28, 2023 | Feb. 09, 2023 | Feb. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 18, 2023 | |
Cash equivalents | $ 0 | $ 0 | ||||
Net proceeds amount | 204,020,000 | |||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||||
Overallotment option liability | $ 258,440 | |||||
Issuance of representative shares | 3,030,000 | 3,030,000 | ||||
Rights underlying the Units | 15,596,420 | 15,596,420 | ||||
Accumulated deficit | $ (11,946,258) | (7,621,413) | ||||
Redemption of Class A ordinary shares, shares | 14,529,877 | |||||
Redemption of Class A ordinary shares | $ 3,874,172 | $ 149,322,133 | $ (32,866,490) | |||
Federal depository insurance coverage | $ 250,000 | |||||
Warrant [Member] | ||||||
Class of warrants or rights warrants issued during the period units | 26,670,000 | |||||
Common Class A [Member] | ||||||
Redemption of Class A ordinary shares, shares | 362,831 | |||||
Temporary equity, shares outstanding | 5,307,292 | 5,670,123 | 5,307,292 | 20,200,000 | 4,815,153 | |
If We Do Not Complete Our Initial Business Combination [Member] | ||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | |||||
Absent Our Completing An Initial Business Combination [Member] | ||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | |||||
IPO [Member] | ||||||
Net proceeds amount | $ 204,020,000 | |||||
Term of restricted investments | 185 days | |||||
Offering costs | $ 29,192,787 | |||||
Underwriting fees | 2,525,000 | |||||
Deferred underwriting fees | 7,070,000 | |||||
Actual offering costs | 712,927 | |||||
Accumulated deficit | 265,808 | |||||
Adjustments to additional paid in capital, warrant issued | $ 10,300,559 | |||||
IPO [Member] | Private Placement Warrant [Member] | ||||||
Class of warrants or rights warrants issued during the period units | 6,470,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 12 Months Ended | |
Feb. 09, 2022 | Dec. 31, 2023 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, price per share | $ 10 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 303,000 | |
Share price | $ 10.10 | |
Term of restricted investments | 185 days | |
IPO [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 20,200,000 | |
Common stock, conversion basis | Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8) | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 200,000 | |
Sale of stock, price per share | $ 10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrant [Member] - USD ($) | Feb. 09, 2022 | Dec. 31, 2023 |
Common Class A [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Sponsor [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 6,470,000 | |
Class of warrants or rights warrants issued price per warrant | $ 1 | |
Proceeds from issuance of warrants | $ 6,470,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||||
Dec. 05, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 01, 2023 | Jul. 31, 2023 | Jul. 05, 2023 | Jun. 02, 2023 | May 05, 2023 | Apr. 06, 2023 | Mar. 07, 2023 | Feb. 09, 2022 | Aug. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 08, 2023 | Nov. 21, 2023 | Nov. 17, 2023 | Oct. 24, 2023 | Jul. 10, 2023 | Jun. 14, 2023 | May 02, 2023 | Mar. 03, 2023 | Feb. 08, 2023 | |
Related Party [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to related parties current | $ 0 | $ 0 | |||||||||||||||||||||
Working Capital Loan [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||||||||||||||||
Debt instrument conversion price | $ 1 | ||||||||||||||||||||||
Office Space Administrative and Support Services [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Related party payments | $ 10,000 | ||||||||||||||||||||||
Administrative Support Agreement [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Administrative support agreement expenses | $ 120,000 | 110,000 | |||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 300,000 | $ 810,000 | |||||||||||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2022 | ||||||||||||||||||||||
Long-term debt | 0 | $ 0 | |||||||||||||||||||||
Promissory Note [Member] | Related Party [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Aggregate debt | $ 242,801 | ||||||||||||||||||||||
First Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 90,000 | ||||||||||||||||||||||
First Extension Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 135,000 | ||||||||||||||||||||||
Second Extension Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | 675,000 | |||||||||||||||||
Outstanding value under the note | 1,350,000 | ||||||||||||||||||||||
Second Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||||||||||||
Third Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||||||||||||
Fourth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 20,000 | ||||||||||||||||||||||
Fifth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 810,000 | $ 100,000 | |||||||||||||||||||||
Third Extension Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | 675,000 | |||||||||||||||||
Sixth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||||||||||||
Seventh Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||
Eighth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||||||||||||
Ninth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||||||||||||
Tenth Working Capital [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 36,500 | ||||||||||||||||||||||
Working Capital Notes [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Outstanding value under the note | 646,500 | ||||||||||||||||||||||
Working Capital and Second Extension Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Outstanding value under the note | $ 1,996,500 | ||||||||||||||||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,750,000 | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | $ 25,000 | ||||||||||||||||||||||
Shares issued, shares, share based payment arrangement, forfeited | 700,000 | ||||||||||||||||||||||
Temporary equity shares issued | 5,050,000 | ||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Temporary equity shares issued | 5,307,292 | 20,200,000 | |||||||||||||||||||||
Share transfer, trigger price per share | $ 12 | ||||||||||||||||||||||
Common Class A [Member] | Share Price More Than or Equals to Used Twelve [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||||||||||||||
Number of trading days for determining share price | 30 days | ||||||||||||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2023 | Dec. 18, 2023 | Jul. 28, 2023 | Feb. 09, 2023 | Dec. 31, 2022 | Aug. 07, 2021 |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 303,000 | 303,000 | ||||
Common stock shares outstanding | 303,000 | 303,000 | ||||
Temporary equity shares issued | 5,307,292 | 20,200,000 | ||||
Temporary equity shares outstanding | 5,307,292 | 4,815,153 | 5,307,292 | 5,670,123 | 20,200,000 | |
Common Class A [Member] | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 5,050,000 | 5,050,000 | ||||
Common stock shares outstanding | 5,050,000 | 5,050,000 | ||||
Common Class B [Member] | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity shares issued | 5,050,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 26,670,000 |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, exercise price of warrants or rights | $ 18 |
Class of warrant or right exercise price adjustment percentage higher of market value | 180% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, exercise price of warrants or rights | $ 9.20 |
Class of warrant or right exercise price adjustment percentage higher of market value | 115% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price | $ 9.20 |
Minimum percentage gross proceeds required from issuance of equity | 60% |
Class of warrant right minimum notice period for redemption | 20 days |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 20,200,000 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Minimum lock in period for SEC registration from date of business combination | 20 days |
Minimum lock in period to become effective after the closing of the initial business combination | 60 days |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 6,470,000 |
Redemption Of Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Share price | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Feb. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 07, 2024 | Dec. 18, 2023 | Jul. 28, 2023 | Feb. 09, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 202,000,000 | ||||||
Deferred underwriting commissions | $ 7,070,000 | $ 7,070,000 | |||||
Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares subject to redemption | 5,307,292 | 20,200,000 | 4,815,153 | 5,307,292 | 5,670,123 | ||
Common Class A [Member] | Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares subject to redemption | 4,815,153 | ||||||
Underwriting Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Deferred underwriting fees | $ 2,525,000 | ||||||
Deferred underwriting commission per unit | $ 0.35 | ||||||
Deferred underwriting commissions | $ 7,070,000 | ||||||
Underwriting Agreement [Member] | Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued, shares, share-based payment arrangement, forfeited | 700,000 | ||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maxim IPO shares issued | 200,000 | ||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Over allotment option period | 45 days | ||||||
Maxim IPO shares issued | 3,000,000 | ||||||
Proceeds from issuance of common stock | $ 2,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maxim IPO shares issued | 303,000 | ||||||
Deferred underwriting fees | $ 7,070,000 | ||||||
IPO [Member] | Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maxim IPO shares issued | 20,200,000 |
SUMMARY OF CHANGE IN FAIR VALUE
SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Initial fair value at issuance public and private placement warrants | $ 3,521,870 | |
Change in fair value | $ (242,400) | (3,075,450) |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities, beginning balance | ||
Initial fair value at issuance public and private placement warrants | 3,521,870 | |
Change in fair value | ||
Derivative warrant liabilities, ending balance | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | (1,905,870) | |
Transfer of private placement warrants to level 2 measurement | (1,616,000) | |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of private placement warrants to level 2 measurement | ||
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Initial fair value at issuance public and private placement warrants | 2,258,677 | |
Change in fair value | (77,000) | (2,115,677) |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities, beginning balance | ||
Initial fair value at issuance public and private placement warrants | 2,258,677 | |
Change in fair value | ||
Derivative warrant liabilities, ending balance | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | (2,115,677) | |
Transfer of private placement warrants to level 2 measurement | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of private placement warrants to level 2 measurement | (143,000) | |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities, beginning balance | ||
Initial fair value at issuance public and private placement warrants | 5,780,547 | |
Change in fair value | ||
Derivative warrant liabilities, ending balance | ||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | (4,021,547) | |
Transfer of private placement warrants to level 2 measurement | (1,616,000) | |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of private placement warrants to level 2 measurement | $ (143,000) |
SUMMARY OF FAIR VALUE HIERARCHY
SUMMARY OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and marketable securities held in trust account | $ 58,648,639 | $ 206,879,903 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | 204,020 | 446,420 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | ||
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | ||
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | 66,000 | 143,000 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | ||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Private Placement Warrants | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and marketable securities held in trust account | 58,648,639 | 206,879,903 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and marketable securities held in trust account | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and marketable securities held in trust account |
SUMMARY OF FAIR VALUE INFORMATI
SUMMARY OF FAIR VALUE INFORMATION ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Beginning balance | $ 446,420 | |
Initial fair value at issuance | 3,521,870 | |
Change in fair value | (242,400) | (3,075,450) |
Ending balance | 204,020 | 446,420 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Beginning balance | 143,000 | |
Initial fair value at issuance | 2,258,677 | |
Change in fair value | (77,000) | (2,115,677) |
Ending balance | 66,000 | 143,000 |
Derivative Warrant Liability [Member] | ||
Class of Warrant or Right [Line Items] | ||
Beginning balance | 589,420 | |
Initial fair value at issuance | 5,780,547 | |
Change in fair value | (319,400) | (5,191,127) |
Ending balance | $ 270,020 | $ 589,420 |
SUMMARY OF FAIR VALUE MEASUREME
SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2022 |
Measurement Input, Share Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 9.08 | ||
Measurement Input, Share Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.48 | 10.23 | |
Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | ||
Measurement Input, Exercise Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | |
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.80 | ||
Measurement Input, Risk Free Interest Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3.81 | 3.94 | |
Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 9.43 | ||
Measurement Input, Price Volatility [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Measurement Input, Expected Term [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.99 | ||
Measurement Input, Expected Term [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.11 | 5.50 | |
Measurement Input Probability [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.35 | ||
Measurement Input Probability [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.01 | 0.02 | |
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Warrant liability | $ 270,020 | $ 589,420 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 09, 2024 | Dec. 31, 2022 | Feb. 07, 2024 | Jan. 04, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Private placement, value | $ 25,000 | ||||
Working Capital Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | $ 646,500 | ||||
Second Extension Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | 1,350,000 | ||||
Working Capital and Second Extension Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | $ 1,996,500 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Trust account | $ 135,000 | ||||
Subsequent Event [Member] | Subscription Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class A ordianry shares, shares | 150,000 | ||||
Shares price, per share | $ 10 | ||||
Private placement, value | $ 1,500,000 | ||||
Subsequent Event [Member] | Working Capital Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | $ 646,500 | ||||
Subsequent Event [Member] | Second Extension Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | 1,485,000 | ||||
Subsequent Event [Member] | Working Capital and Second Extension Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding value under the note | $ 2,131,500 |