Valuence Merger Corp. I (VMCA) 10-K 28 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
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	001-41304
Entity Registrant Name	VALUENCE MERGER CORP. I
Entity Central Index Key	0001892747
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	4 Orinda Way
Entity Address, Address Line Two	Suite 100D
Entity Address, City or Town	Orinda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94563
City Area Code	(415)
Local Phone Number	340-0222
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 66,516,789.78
Documents Incorporated by Reference [Text Block]	None.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	100
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	VMCAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	VMCA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	VMCAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		6,210,718
Common Class B [Member]
Entity Common Stock, Shares Outstanding		5,502,490

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 684,816	$ 319,201
Prepaid expenses	78,070	522,444
Total current assets	762,886	841,645
Deferred offering costs
Investments and cash held in Trust Account	69,402,338	229,949,989
TOTAL ASSETS	70,165,224	230,791,634
Current liabilities
Accrued expenses and accounts payable	2,228,645	1,989,469
Accrued offering costs		70,000
Working Capital Loans	613,207
Total current liabilities	4,691,177	2,257,853
Deferred underwriting fees	8,105,480	8,105,480
TOTAL LIABILITIES	12,796,658	10,363,333
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,210,718 and 22,009,963 shares at redemption value of $11.15 and $10.45 per share at December 31, 2023 and 2022, respectively	69,262,338	229,949,989
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022
Additional paid-in capital
Accumulated deficit	(11,894,322)	(9,522,238)
TOTAL SHAREHOLDERS’ DEFICIT	(11,893,772)	(9,521,688)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	70,165,224	230,791,634
Common Class A [Member]
SHAREHOLDERS’ DEFICIT
Common stock value
Common Class B [Member]
SHAREHOLDERS’ DEFICIT
Common stock value	550	550
Related Party [Member]
Current liabilities
Advance from related party	198,384	198,384
Convertible note - related party	$ 1,650,941

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity par value	$ 0.0001	$ 0.0001
Temporary equity shares authorized	6,210,718	22,009,963
Temporary equity redemption price per share	$ 11.15	$ 10.45
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common stock, subject to redemption	6,210,718	22,009,963
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,502,490	5,502,490
Common stock, shares outstanding	5,502,490	5,502,490

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses	$ 1,392,083	$ 2,616,768
Loss from operations	(1,392,083)	(2,616,768)
Other income:
Interest earned on investments and cash held in Trust Account	6,163,554	3,247,370
Total other income	6,163,554	3,247,370
Net income	4,771,471	630,602
Common Class A [Member]
Other income:
Net income	$ 3,339,582	$ 486,368
Basic weighted average shares outstanding	12,833,415	18,243,751
Diluted weighted average shares outstanding	12,833,415	18,243,751
Basic net income per share	$ 0.26	$ 0.03
Diluted net income per share	$ 0.26	$ 0.03
Common Class B [Member]
Other income:
Net income	$ 1,431,889	$ 144,234
Basic weighted average shares outstanding	5,502,491	5,410,253
Diluted weighted average shares outstanding	5,502,491	5,410,253
Basic net income per share	$ 0.26	$ 0.03
Diluted net income per share	$ 0.26	$ 0.03

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class B [Member]	Total
Balance at Dec. 31, 2021	$ 575	$ 24,425	$ (9,930)		$ (15,070)
Balance, shares at Dec. 31, 2021	5,750,000
Sale of 6,934,662 Private Placement Warrants		10,401,993			10,401,993
Fair value of public warrants, net of transaction costs		5,942,690			5,942,690
Forfeiture of Founder Shares	$ (25)		25
Forfeiture of Founder Shares, shares	(247,509)
Allocated value of transaction costs to Class A ordinary shares		(325,177)			(325,177)
Accretion of Class A ordinary shares subject to possible redemption		(16,043,931)	(10,142,935)		(26,186,866)
Net income			630,602	$ 144,234	630,602
Balance at Dec. 31, 2022	$ 550		(9,522,238)		(9,521,688)
Balance, shares at Dec. 31, 2022	5,502,491
Accretion of Class A ordinary shares subject to possible redemption			(7,143,555)		(7,143,555)
Net income			4,771,471	$ 1,431,889	4,771,471
Balance at Dec. 31, 2023	$ 550		$ (11,894,322)		$ (11,893,772)
Balance, shares at Dec. 31, 2023	5,502,491

Statements of Changes in Shar_2

Statements of Changes in Shareholders' Deficit (Parenthetical)	Dec. 31, 2022 shares
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding	6,934,662

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 4,771,471	$ 630,602
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments and cash held in Trust Account	(6,163,554)	(3,247,370)
Changes in operating assets and liabilities:
Prepaid expenses	444,374	(522,444)
Accrued expenses and accounts payable	239,176	1,989,469
Net cash used in operating activities	(708,533)	(1,149,743)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(1,120,000)	(226,702,620)
Cash withdrawn from Trust Account in connection with redemption	167,831,206
Net cash provided by (used in) investing activities	166,711,206	(226,702,620)
Cash Flows from Financing Activities:
Proceeds from sale of units, net of underwriting discounts paid		218,300,626
Proceeds from sale of Private Placement Warrants		10,401,993
Proceeds from promissory note – related party		198,007
Repayment of promissory note – related party		(300,000)
Proceeds from convertible promissory note	1,650,941
Proceeds from convertible promissory note - related party	613,207
Payment of offering costs	(70,000)	(607,760)
Redemption of ordinary shares	(167,831,206)
Net cash (used in) provided by financing activities	(165,637,058)	227,992,866
Net Change in Cash	365,615	140,503
Cash – Beginning of period	319,201	178,698
Cash – End of period	684,816	319,201
Non-cash investing and financing activities:
Offering costs included in accrued offering costs		70,000
Deferred underwriting fee payable		$ 8,105,480

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Valuence Merger Corp. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. However, the Company intends to concentrate its efforts in identifying a potential business combination partner that is based in Asia (excluding China, Hong Kong and Macau) and who is developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from August 27, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of a 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 Company’s Initial Public Offering was declared effective on February 28, 2022. On March 3, 2022, the Company consummated the Initial Public Offering of 20,000,000 0.0001 0.001 11.50 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,666,667 1.50 2,666,667 4,000,000 10,000,000 Following the closing of the Initial Public Offering on March 3, 2022, an amount of $ 206,000,000 10.30 pursuant to the IMTA Amendment (as defined below), the Company instructed Continental Stock Transfer and Trust Company to hold the initial gross proceeds of the IPO into a bank deposit account. On March 8, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 2,009,963 20,099,630 267,995 1.50 401,993 20,702,619 10.30 226,702,619 Transaction costs amounted to $ 10,718,994 4,000,000 2,200,996 8,105,480 814,510 Prior to the consummation of the Initial Public Offering, on October 4, 2021, the Sponsor paid $ 25,000 5,750,000 0.0001 750,000 20% 1,200,000 247,510 5,502,490 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for a per share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. On May 25, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”), where shareholders approved, among other things, an amendment to the Company’s memorandum and articles of association to extend the date by which the Company must consummate a Business Combination from June 3, 2023 (the “Initial Combination Period”) to September 3, 2023 (the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Board of Directors of the Company (the “Board of Directors”), to elect to further extend the Extended Date in one-month increments up to eighteen (18) additional times, or a total of up to thirty-six (36) months (each, an “Additional Extended Date”) after the IPO, until up to March 3, 2025 (the “Combination Period”). The Company’s shareholders also approved a proposal to amend the Company’s memorandum and articles of association to eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 5,000,001 In connection with the approval of an amendment to the Company’s memorandum and articles of association to extend the Initial Business Combination Period, the Sponsor or its designees is required deposit into the Trust Account as a loan (a “Contribution” and the Sponsor or its designee making such Contribution, a “Contributor”), with respect to the initial extension to the Extended Date, $ 420,000 140,000 The maximum aggregate amount of Contributions will be $ 2,940,000 . The Contributions were evidenced by two non-interest bearing, unsecured convertible promissory notes to the Contributor (the “Contribution Notes”) and will be repayable by the Company upon (i) consummation of a Business Combination and (ii) the date of the liquidation of the Company (the “Maturity Date”). Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants at the option of the Contributors. If the Company does not consummate a business combination by the Combination Period, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate. As of the date of this Annual Report, the Company, with the approval by the Board of Directors, extended the Initial Combination Period to April 3, 2024 and caused to be deposited an additional $ 980,000 On June 5, 2023, the Company issued a promissory note (the “Sponsor Convertible Promissory Note”) in the principal amount of up to $ 613,208 (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company (the “Conversion Warrants”), equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants 613,208 Also on June 5, 2023, the Company issued an unsecured convertible promissory note to Valuence Partners LP, an affiliate of the Sponsor (the “VP Convertible Promissory Note”), pursuant to which the Company may borrow up to an aggregate maximum amount of $ 1,650,943 (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants 1,500,000 1,650,941 On June 14, 2023, the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notified the Company that the Company was not in compliance with Nasdaq’s minimum $ 1,000,000 On March 1, 2024, the Company entered into amendment no. 1 (the “IMTA Amendment”) to the Investment Management Trust Agreement (the “IMTA”) with Continental Stock Transfer & Trust Company, as trustee. Pursuant to the IMTA Amendment, Section 1(c) of the IMTA was amended to provide that the trustee may, at the direction of the Company (i) hold funds uninvested, (ii) hold funds in an interest-bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial bank with consolidated assets of $ 100 If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Initial Shareholders have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100 On each of September 13, 2023, October 3, 2023, November 3, 2023 and December 1, 2023 the Company caused to be deposited an additional $ 140,000 560,000 Subsequent to the reporting date on these financial statements, on each of January 1, 2024, February 1, 2024 and March 1, 2024, the Company caused to be deposited an additional $ 140,000 As previously disclosed, our amended and restated memorandum and articles of association, as amended, provides the Company the right to extend such date up to eighteen times for an additional one month each time to up to March 3, 2025, provided that the Company cause to be deposited the Contribution in connection with each Additional Extended Date. The Initial Shareholders have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality, or other similar agreement for a Business Combination, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 Liquidity and Going Concern As of December 31, 2023, the Company had cash of $ 684,816 3,928,292 Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Working Capital Loans, the Sponsor Convertible Promissory Note and the VP Convertible Promissory Note, as defined in Note 5, will provide additional flexibility to continue the identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 3, 2025, if the Company, without shareholder approval, elects to further extend such deadline, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 3, 2025, if the Company, without shareholder approval, elects to further extend such deadline.

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 financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of December 31, 2023 and 2022, the Company had cash of $ 684,816 319,201 no Cash and Investments Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public Offering. Warrant Instruments The Company accounts for the 17,939,643 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of issuance costs of temporary equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrant issuance costs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The fair value of the Public Warrants has been estimated using its quoted market price as of December 31, 2023. As the Company’s warrants meet the criteria for equity classification, the Company has accounted for the warrants as equity classified. 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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified in temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the EGM, shareholders holding 15,799,245 167.8 10.62 65.7 6,210,718 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Less: Redemption of shares (167,831,206 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 7,143,555 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2023 $ 69,262,338 Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no no The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 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 per Ordinary Share The Company complies with accounting and ordinary disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,939,643 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE Class A Class B Class A Class B For the Year Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 3,339,582 $ 1,431,889 $ 486,368 $ 144,234 Denominator: Basic and diluted weighted average shares outstanding 12,833,415 5,502,491 18,243,751 5,410,253 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.03 $ 0.03 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 Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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 fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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. The Company has not adopted this guidance as of December 31, 2023. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2023
Public Offering
PUBLIC OFFERING	NOTE 3 - PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,009,963 2,009,963 10.00 11.50

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, together with Valuence Partners LP, an investment fund affiliated with the Sponsor, purchased an aggregate of 6,666,667 2,666,667 4,000,000 1.50 10,000,000 267,995 1.50 401,993 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 October 4, 2021, the Sponsor paid $ 25,000 5,750,000 750,000 20 1,200,000 502,490 247,510 247,510 5,502,490 Each of the Sponsor and Valuence Partners LP has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 would 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.50 On June 5, 2023, the Company issued a promissory note (the “Sponsor Convertible Promissory Note”) in the principal amount of up to $ 613,208 (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into the Conversion Warrants, equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. 613,208 Also on June 5, 2023, the Company issued an unsecured convertible promissory note to Valuence Partners LP, an affiliate of the Sponsor (the “VP Convertible Promissory Note”), pursuant to which the Company may borrow up to an aggregate maximum amount of $ 1,650,943 (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. 1,500,000 1,650,941 Advance from Related Party On March 7, 2022, in connection with the unexercised Over-Allotment options, Carnegie Park Capital agreed for the Company to retain the residual $ 198,384 198,384

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements does not include any adjustments that might result from the outcome of this uncertainty. Management continues to evaluate the impact of ongoing geopolitical instability events, including the Russia-Ukraine conflict and the Israel-Hamas conflict. As a result of the Russia-Ukraine conflict, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of the Russia-Ukraine conflict, Israel-Hamas conflict and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights Pursuant to a registration rights agreement entered into on February 28, 2022, the holders of the Founder Shares, Private Placement Warrants and any 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) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 2,009,963 990,037 10.00 As a result of the underwriters’ election to partially exercise their over-allotment option on March 8, 2022, the underwriters are entitled to a deferred fee of $ 8,105,480 Placement Agreement On November 12, 2022, the Company entered into a Placement Agreement with SVB Securities LLC (“SVB Securities”), Robert W. Baird & Co. Incorporated (“Baird”) and BMO Capital Markets Corp. (“BMO” and, together with SVB Securities and Baird, the “Placement Agents” and each a “Placement Agent”), to act on behalf of the Company.

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7 - SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A ordinary shares 180,000,000 0.0001 6,210,718 22,009,963 Class B ordinary shares 20,000,000 0.0001 5,502,490 750,000 502,490 247,510 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. 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 at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any forward purchases securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates, Valuence Partners LP or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Warrants 11,004,981 6,934,662 no The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such 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 warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. 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 9.20 the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, 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 salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8 -  FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, assets held in the Trust Account were comprised of $ 69,402,338 167,831,206 At December 31, 2022, assets held in the Trust Account were comprised of $ 229,949,989 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY VALUATION Description Level December 31, 2023 December 31, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 69,402,338 $ 229,949,989

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 -  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, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On each of January 3, 2024, February 2, 2024 and March 1, 2024, the Company caused to be deposited an additional $ 140,000 980,000 On March 1, 2024, the Company, pursuant to the IMTA Amendment, instructed Continental Stock Transfer and Trust Company to hold the initial gross proceeds of the IPO into a bank deposit account. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities.

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 financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents As of December 31, 2023 and 2022, the Company had cash of $ 684,816 319,201 no
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public Offering.
Warrant Instruments	Warrant Instruments The Company accounts for the 17,939,643 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of issuance costs of temporary equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrant issuance costs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The fair value of the Public Warrants has been estimated using its quoted market price as of December 31, 2023. As the Company’s warrants meet the criteria for equity classification, the Company has accounted for the warrants as equity classified.
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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified in temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the EGM, shareholders holding 15,799,245 167.8 10.62 65.7 6,210,718 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Less: Redemption of shares (167,831,206 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 7,143,555 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2023 $ 69,262,338
Income Taxes	Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no no The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 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 per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and ordinary disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,939,643 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE Class A Class B Class A Class B For the Year Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 3,339,582 $ 1,431,889 $ 486,368 $ 144,234 Denominator: Basic and diluted weighted average shares outstanding 12,833,415 5,502,491 18,243,751 5,410,253 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.03 $ 0.03
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 Deposit Insurance Corporation coverage limit of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
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 fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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. The Company has not adopted this guidance as of December 31, 2023. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF ORDINARY CLASS OF SHARES	At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Less: Redemption of shares (167,831,206 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 7,143,555 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2023 $ 69,262,338
SCHEDULE OF NET LOSS PER COMMON SHARE	The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE Class A Class B Class A Class B For the Year Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 3,339,582 $ 1,431,889 $ 486,368 $ 144,234 Denominator: Basic and diluted weighted average shares outstanding 12,833,415 5,502,491 18,243,751 5,410,253 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.03 $ 0.03

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE HIERARCHY VALUATION	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY VALUATION Description Level December 31, 2023 December 31, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 69,402,338 $ 229,949,989

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 01, 2024

Feb. 02, 2024

Feb. 01, 2024

Jan. 03, 2024

Jan. 01, 2024

Dec. 01, 2023

Nov. 03, 2023

Oct. 03, 2023

Sep. 13, 2023

Jun. 05, 2023

Apr. 03, 2023

Mar. 08, 2022

Mar. 03, 2022

Oct. 04, 2021

Oct. 04, 2021

Dec. 01, 2023

Mar. 01, 2024

Dec. 31, 2023

Dec. 31, 2022

Jun. 14, 2023

Property, Plant and Equipment [Line Items]

Warrants per share

$ 11.50

$ 0.01

Proceeds from issuance initial public offering

$ 218,300,626

Proceeds from issuance of private placement

10,401,993

Proceeds from issuance of warrants

5,942,690

Deposited into trust account

$ 20,702,619

2,940,000

Deposits per unit

$ 10.30

Proceeds from deposit in trust account

$ 226,702,619

Transaction costs

10,718,994

Underwriting fees

4,000,000

Amount reimbursed from underwriters

2,200,996

Deferred underwriting fees

8,105,480

Deferred offering costs

$ 814,510

Sponsor paid

$ 25,000

Aggregate shares

$ 5,502,490

Percentage of fair market value

80%

Net tangible asset threshold for redeeming Public Shares

$ 5,000,001

Business combination conditions

In connection with the approval of an amendment to the Company’s memorandum and articles of association to extend the Initial Business Combination Period, the Sponsor or its designees is required deposit into the Trust Account as a loan (a “Contribution” and the Sponsor or its designee making such Contribution, a “Contributor”), with respect to the initial extension to the Extended Date, $420,000, and with respect to each subsequent extension to an Additional Extended Date, one business day following the public announcement by the Company disclosing that the Board of Directors has determined to extend the date by which the Company must consummate a business combination for an additional month, with respect to the extension to each such Additional Extended Date, an amount equal to $140,000, in accordance with the Combination Period (each date on which a Contribution is to be deposited into the Trust Account, a “Contribution Date”).

Business combination, contribution

$ 420,000

Payments for additional amount

$ 140,000

Deposits into trust account

$ 140,000

$ 140,000

$ 140,000

$ 140,000

$ 560,000

$ 980,000

Related party description

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Aggregate market value of warrants minimum

$ 1,000,000

Interest-Bearing Domestic Deposit, Money Market

$ 100,000,000,000

$ 100,000,000,000

Public shares redeem percentage

100%

Share price

$ 10

Cash

$ 684,816

$ 319,201

Working capital deficit

3,928,292

Subsequent Event [Member]

Property, Plant and Equipment [Line Items]

Deposits into trust account

$ 140,000

$ 140,000

$ 140,000

$ 140,000

$ 140,000

Sponsor Convertible Promissory Note [Member]

Property, Plant and Equipment [Line Items]

Related party description

(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company (the “Conversion Warrants”), equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants

Convertible debt outstanding

613,208

VP Convertible Promissory Note [Member] | Maximum [Member]

Property, Plant and Equipment [Line Items]

Convertible promissory note

1,500,000

Sponsor Convertible Promissory Note [Member]

Property, Plant and Equipment [Line Items]

Aggregate shares

$ 5,502,490

Convertible promissory note

$ 613,208

Convertible debt outstanding

$ 613,208

Related party description

(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into the Conversion Warrants, equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants.

VP Convertible Promissory Note [Member]

Property, Plant and Equipment [Line Items]

Convertible promissory note

$ 1,650,943

Convertible debt outstanding

$ 1,650,941

Related party description

(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants.

(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants

Valuence Capital, LLC [Member]

Property, Plant and Equipment [Line Items]

Business combination acquired percentage

50%

Founder Shares [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

5,750,000

Common stock, subject to redemption

750,000

750,000

Valuence Partners LP [Member] | Founder Shares [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

1,200,000

Underwriters [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

2,009,963

Value of stock issued during period

$ 20,099,630

Board of Directors Chairman [Member]

Property, Plant and Equipment [Line Items]

Deposits into trust account

$ 980,000

Public Share Holders [Member] | Public Shares [Member]

Property, Plant and Equipment [Line Items]

Share price

$ 10

Common Class A [Member]

Property, Plant and Equipment [Line Items]

Common stock, par value

0.0001

$ 0.0001

Warrants per share

18

Shares issued price per share

$ 9.20

Common stock, subject to redemption

6,210,718

22,009,963

Common Class A [Member] | Common Stock [Member]

Property, Plant and Equipment [Line Items]

Shares issued price per share

$ 10.62

Common Class B [Member]

Property, Plant and Equipment [Line Items]

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, subject to redemption

247,510

247,510

Shares subject to redemption

247,510

Common Class B [Member] | Common Stock [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

5,750,000

IPO [Member]

Property, Plant and Equipment [Line Items]

Shares issued price per share

$ 10.30

Value of stock issued during period

$ 206,000,000

Related party transaction, rate

20%

IPO [Member] | Underwriters [Member]

Property, Plant and Equipment [Line Items]

Shares issued price per share

$ 10

IPO [Member] | Common Class A [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

20,000,000

Common stock, par value

$ 0.0001

Shares issued price per share

0.001

Shares issued price per share

$ 10

Proceeds from issuance initial public offering

$ 200,000,000

Private Placement Warrants [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

6,666,667

Warrants per share

$ 1.50

Proceeds from issuance initial public offering

$ 10,000,000

Proceeds from issuance of private placement

$ 10,000,000

Sale of warrants shares

267,995

Proceeds from issuance of warrants

$ 401,993

Private Placement Warrants [Member] | Valuence Partners LP [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

4,000,000

Private Placement Warrants [Member] | Sponsor [Member]

Property, Plant and Equipment [Line Items]

Number of shares transferred

2,666,667

Warrants per share

$ 1.50

Shares issued price per share

$ 1.50

Sale of warrants shares

267,995

Proceeds from issuance of warrants

$ 401,993

Share price

$ 1.50

Private Placement Warrants [Member] | Common Class A [Member]

Property, Plant and Equipment [Line Items]

Warrants per share

$ 11.50

SCHEDULE OF ORDINARY CLASS OF S

SCHEDULE OF ORDINARY CLASS OF SHARES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gross proceeds		$ 220,099,630
Proceeds allocated to Public Warrants		(5,942,690)
Class A ordinary shares issuance costs		(10,393,817)
Accretion of Class A ordinary shares subject to possible redemption	$ 7,143,555	26,186,866
Class A ordinary shares subject to possible redemption, at redemption value	229,949,989
Redemption	(167,831,206)
Class A ordinary shares subject to possible redemption, at redemption value	$ 69,262,338	$ 229,949,989

SCHEDULE OF NET LOSS PER COMMON

SCHEDULE OF NET LOSS PER COMMON SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Allocation of net income, as adjusted	$ 4,771,471	$ 630,602
Common Class A [Member]
Allocation of net income, as adjusted	$ 3,339,582	$ 486,368
Basic weighted average shares outstanding	12,833,415	18,243,751
Diluted weighted average shares outstanding	12,833,415	18,243,751
Basic net income per ordinary share	$ 0.26	$ 0.03
Diluted net income per ordinary share	$ 0.26	$ 0.03
Common Class B [Member]
Allocation of net income, as adjusted	$ 1,431,889	$ 144,234
Basic weighted average shares outstanding	5,502,491	5,410,253
Diluted weighted average shares outstanding	5,502,491	5,410,253
Basic net income per ordinary share	$ 0.26	$ 0.03
Diluted net income per ordinary share	$ 0.26	$ 0.03

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash	$ 684,816	$ 319,201
Cash equivalents	0	0
Cash withdrawn from Trust Account in connection with redemption	167,831,206
Unrecognized tax benefits	0	0
Amounts accrued for interest and penalties	0	$ 0
Federal deposit insurance corporation coverage limit	$ 250,000
Common Class A [Member]
Ordinary price per share	$ 9.20
Remained in trust account	$ 65,700,000
Temporary equity shares authorized	6,210,718	22,009,963
Warrants to purchase shares	17,939,643
Common Class A [Member] | Founder Share Amendment [Member]
Number of shares hold by shareholders	15,799,245
Cash withdrawn from Trust Account in connection with redemption	$ 167,800,000
Warrant [Member]
Number of warrants issued	17,939,643
Common Stock [Member] | Common Class A [Member]
Ordinary price per share	$ 10.62

PUBLIC OFFERING (Details Narrat

PUBLIC OFFERING (Details Narrative) - $ / shares	Mar. 08, 2022	Dec. 31, 2023	Mar. 03, 2022
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price per share		$ 0.01	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock sold during period	22,009,963
IPO [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock sold during period	2,009,963
Sale of stock price per share	$ 10
IPO [Member] | Underwriters [Member] | Public Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price per share	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)			12 Months Ended
	Mar. 08, 2022	Mar. 03, 2022	Dec. 31, 2023	Dec. 31, 2022
Share price			$ 10
Proceeds from issuance initial public offering				$ 218,300,626
Exercise price of warrants		$ 11.50	$ 0.01
Proceeds from issuance of warrants				$ 5,942,690
Common Class A [Member]
Exercise price of warrants			$ 18
Private Placement Warrants [Member]
Sale of private placement warrants		6,666,667
Proceeds from issuance initial public offering		$ 10,000,000
Sale of warrants shares	267,995
Exercise price of warrants	$ 1.50
Proceeds from issuance of warrants	$ 401,993
Private Placement Warrants [Member] | Common Class A [Member]
Exercise price of warrants	$ 11.50
Private Placement Warrants [Member] | Valuence Partners LP [Member]
Sale of private placement warrants		4,000,000
Private Placement Warrants [Member] | Sponsor [Member]
Sale of private placement warrants		2,666,667
Share price		$ 1.50
Sale of warrants shares	267,995
Exercise price of warrants	$ 1.50
Proceeds from issuance of warrants	$ 401,993

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						12 Months Ended
	Jun. 05, 2023	Apr. 14, 2022	Mar. 07, 2022	Oct. 04, 2021	Oct. 04, 2021	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Sponsor paid					$ 25,000
Aggregate shares				$ 5,502,490
Related party description						(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Working capital loan						$ 1,500,000
Advance to be repaid			$ 198,384
Related Party [Member]
Related Party Transaction [Line Items]
Advance from related party						198,384	$ 198,384
VP Convertible Promissory Note [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Convertible promissory note						$ 1,500,000
Sponsor Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Aggregate shares				$ 5,502,490
Related party description						(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into the Conversion Warrants, equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants.
Convertible promissory note	$ 613,208
Convertible debt outstanding						$ 613,208
VP Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Related party description	(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants.					(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants
Convertible promissory note	$ 1,650,943
Convertible debt outstanding						$ 1,650,941
Common Class B [Member]
Related Party Transaction [Line Items]
Shares subject to redemption				247,510	247,510
Number of shares expired		247,510
IPO [Member]
Related Party Transaction [Line Items]
Related party transaction, rate					20%
Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares transferred					5,750,000
Shares subject to redemption				750,000	750,000
Shares not subject to forfeiture				502,490	502,490
Founder Shares [Member] | Valuence Partners LP [Member]
Related Party Transaction [Line Items]
Number of shares transferred					1,200,000
Warrant [Member]
Related Party Transaction [Line Items]
Number of shares transferred						17,939,643
Conversion price per share						$ 1.50

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Underwriting Agreement [Member] - USD ($)		12 Months Ended
	Mar. 08, 2022	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase commitment, description		The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
Stock purchase, shares	2,009,963	3,000,000
Purchase commitment remaining minimum shares committed	990,037
Stock purchase, per share	$ 10
Deferred fee	$ 8,105,480

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares		12 Months Ended
	Apr. 14, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 08, 2022	Mar. 03, 2022	Oct. 04, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Warrants per share		$ 0.01			$ 11.50
Gross proceeds percentage		60%
Equity description		the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Public Warrant [Member]
Class of Stock [Line Items]
Warrants outstanding		11,004,981	0
Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding		6,934,662	0
Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock, sharess subject to forfeiture		750,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized		180,000,000	180,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Temporary, shares issued		6,210,718	22,009,963
Temporary, shares outstanding		6,210,718	22,009,963
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0
Common stock, sharess subject to forfeiture		6,210,718	22,009,963
Warrants per share		$ 18
Shares issued price per share		9.20
Common Class A [Member] | Private Placement Warrant [Member] | Warrant [Member]
Class of Stock [Line Items]
Shares issued price per share		$ 9.20
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value		$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares issued		5,502,490	5,502,490
Common stock, shares outstanding		5,502,490	5,502,490
Common stock, sharess subject to forfeiture						247,510
Number of shares forfeited	247,510
Common Class B [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Shares not subject to forfeiture				502,490

SCHEDULE OF FAIR VALUE HIERARCH

SCHEDULE OF FAIR VALUE HIERARCHY VALUATION (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in trust account	$ 69,402,338	$ 229,949,989

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash withdrawn from Trust Account in connection with redemption	$ 167,831,206
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in trust account	69,402,338	$ 229,949,989
Cash withdrawn from Trust Account in connection with redemption	$ 167,831,206

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)										3 Months Ended	6 Months Ended
	Mar. 01, 2024	Feb. 02, 2024	Feb. 01, 2024	Jan. 03, 2024	Jan. 01, 2024	Dec. 01, 2023	Nov. 03, 2023	Oct. 03, 2023	Sep. 13, 2023	Dec. 01, 2023	Mar. 01, 2024
Subsequent Event [Line Items]
Deposit into trust account						$ 140,000	$ 140,000	$ 140,000	$ 140,000	$ 560,000	$ 980,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposit into trust account	$ 140,000	$ 140,000	$ 140,000	$ 140,000	$ 140,000