Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | SK GROWTH OPPORTUNITIES CORPORATION | ||
Entity Central Index Key | 0001912461 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity File Number | 001-41432 | ||
Entity Tax Identification Number | 98-1643582 | ||
Entity Address, Address Line One | 228 Park Avenue S #96693 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | 917 | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Local Phone Number | 599-1622 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 221,966,400 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
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 | SKGRU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,056,597 | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | SKGR | ||
Security Exchange Name | NASDAQ | ||
Class B ordinary shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,240,000 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | SKGRW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 163,718 | $ 515,410 |
Prepaid expenses | 209,750 | 415,866 |
Total current assets | 373,468 | 931,276 |
Non-current assets: | ||
Prepaid expenses—non-current | 0 | 204,750 |
Investments held in Trust Account | 109,573,279 | 217,645,818 |
Total non-current assets | 109,573,279 | 217,850,568 |
Total Assets | 109,946,747 | 218,781,844 |
Current liabilities: | ||
Accounts payable | 107,223 | 2,331 |
Accrued expenses | 1,204,161 | 300,481 |
Promissory Note | 380,000 | 0 |
Overfunding loan | 5,240,000 | 5,240,000 |
Total current liabilities | 6,931,384 | 5,542,812 |
Non-current liabilities: | ||
Deferred underwriting and advisory fees | 7,336,000 | 7,336,000 |
Total non-current liabilities | 7,336,000 | 7,336,000 |
Total liabilities | 14,267,384 | 12,878,812 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 990,000 shares authorized; none issued or outstanding as of December 31, 2023 and 2022 | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (13,794,440) | (11,643,310) |
Total shareholders' deficit | (13,793,916) | (11,642,786) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 109,946,747 | 218,781,844 |
Class A ordinary shares [Member] | ||
Non-current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 9,000,000,000 shares authorized; 10,056,597 and 20,960,000 shares subject to possible redemption at approximately $10.89 and $10.38 per share as of December 31, 2023 and 2022, respectively | 109,473,279 | 217,545,818 |
Shareholders' Deficit: | ||
Common stock | ||
Class B ordinary shares [Member] | ||
Shareholders' Deficit: | ||
Common stock | $ 524 | $ 524 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preference shares, Par value | $ 0.0001 | $ 0.0001 |
Preference shares, Shares authorized | 990,000 | 990,000 |
Preference shares, Issued | 0 | 0 |
Preference shares, Outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Temporary equity, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 9,000,000,000 | 9,000,000,000 |
Temporary equity, Shares outstanding | 10,056,597 | 20,960,000 |
Temporary equity, Redemption per share | $ 10.89 | $ 10.38 |
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 9,000,000,000 | 9,000,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Class B ordinary shares [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 999,000,000 | 999,000,000 |
Common stock, Shares issued | 5,240,000 | 5,240,000 |
Common stock, Shares outstanding | 5,240,000 | 5,240,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 2,151,130 | $ 717,265 |
Loss from operations | (2,151,130) | (717,265) |
Other income: | ||
Income from investments held in Trust Account | 10,570,325 | 2,805,818 |
Fair value of shares issued pursuant to non-redemption agreement | (274,826) | 0 |
Change in fair value of derivative liability | 0 | 20,794 |
Total other income, net | 10,295,499 | 2,826,612 |
Net income | 8,144,369 | 2,109,347 |
Class A ordinary shares [Member] | ||
Other income: | ||
Net income | $ 6,509,905 | $ 1,426,878 |
Basic weighted average shares outstanding | 20,870,383 | 10,652,308 |
Diluted weighted average shares outstanding | 20,870,383 | 10,652,308 |
Basic net income (loss) per share | $ 0.31 | $ 0.13 |
Diluted net income (loss) per share | $ 0.31 | $ 0.13 |
Class B ordinary shares [Member] | ||
Other income: | ||
Net income | $ 1,634,464 | $ 682,469 |
Basic weighted average shares outstanding | 5,240,000 | 5,094,945 |
Diluted weighted average shares outstanding | 5,240,000 | 5,240,000 |
Basic net income (loss) per share | $ 0.31 | $ 0.13 |
Diluted net income (loss) per share | $ 0.31 | $ 0.13 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Total | IPO Including Over-Allotment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] IPO Including Over-Allotment [Member] | Accumulated Deficit [Member] | Class B ordinary shares [Member] | Class B ordinary shares [Member] Common Stock [Member] |
Beginning Balance at Dec. 31, 2021 | $ (8,831) | $ 24,425 | $ (33,831) | $ 575 | |||
Beginning Balance, Shares at Dec. 31, 2021 | 5,750,000 | ||||||
Sale of private placement warrants to Sponsor in private placement | 6,792,000 | 6,792,000 | |||||
Fair value of warrants included in the Units sold in the Initial Public Offering (including the Over-allotment Units) | 3,144,000 | 3,144,000 | |||||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering (including the Over-allotment Units) | $ (199,041) | $ (199,041) | |||||
Forfeiture of Class B ordinary shares (Shares) | (510,000) | ||||||
Forfeiture of Class B ordinary shares (Values) | 51 | $ (51) | |||||
Accretion for Class A ordinary shares to redemption amount | (23,480,261) | (9,761,435) | (13,718,826) | ||||
Fair value of shares issued pursuant to non-redemption agreement | 0 | ||||||
Net income | 2,109,347 | 2,109,347 | $ 682,469 | ||||
Ending Balance at Dec. 31, 2022 | (11,642,786) | 0 | (11,643,310) | $ 524 | |||
Ending Balnace, Shares at Dec. 31, 2022 | 5,240,000 | ||||||
Accretion for Class A ordinary shares to redemption amount | (10,570,325) | (274,826) | (10,295,499) | ||||
Fair value of shares issued pursuant to non-redemption agreement | 274,826 | 274,826 | |||||
Net income | 8,144,369 | 8,144,369 | $ 1,634,464 | ||||
Ending Balance at Dec. 31, 2023 | $ (13,793,916) | $ 0 | $ (13,794,440) | $ 524 | |||
Ending Balnace, Shares at Dec. 31, 2023 | 5,240,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 8,144,369 | $ 2,109,347 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative liability | 0 | (20,794) |
Income from investments held in Trust Account | (10,570,325) | (2,805,818) |
Fair value of shares issued pursuant to non-redemption agreement | 274,826 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 410,866 | (620,616) |
Accounts payable | 104,892 | 2,331 |
Accrued expenses | 903,680 | 121,650 |
Net cash used in operating activities | (731,692) | (1,213,900) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (214,840,000) |
Cash withdrawn for redemptions | 118,642,864 | 0 |
Net cash provided by (used in) investing activities | 118,642,864 | (214,840,000) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 0 | 300,000 |
Repayment of note payable to related party | 0 | (300,000) |
Proceeds received from Overfunding Loan | 0 | 5,240,000 |
Proceeds received from initial public offering and over-allotment, gross | 0 | 209,600,000 |
Proceeds received from private placement | 0 | 6,792,000 |
Proceeds from promissory note | 380,000 | 0 |
Redemptions of common shares | (118,642,864) | 0 |
Offering costs paid, net of reimbursement from underwriter | 0 | (5,062,690) |
Net cash (used in) provided by financing activities | (118,262,864) | 216,569,310 |
Net change in cash | (351,692) | 515,410 |
Cash—beginning of the year | 515,410 | |
Cash—end of the year | 163,718 | 515,410 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 0 | 170,000 |
Deferred underwriting and advisory fees | 0 | 7,336,000 |
Reversal of previous accrued offering costs | $ 0 | $ 31,985 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Liquidity and Basis of Presentation | Note 1— Description of Organization, Business Operations, Liquidity and Basis of Presentation SK Growth Opportunities Corporation (the “Company”) is a blank check company incorporated in Cayman Islands on December 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from December 8, 2021 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Auxo Capital Managers LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2022. On June 28, 2022, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.0 million, of which $7.0 million was for deferred underwriting commissions (see Note 5). The underwriter was granted a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,600,000 warrants of the Company (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $6.6 million (see Note 4). Substantially concurrently with the closing of the Partial Over-Allotment Exercise, the Company completed the sale of 192,000 additional Private Placement Warrants to the Sponsor (the “Additional Private Placement”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $192,000. In addition, upon the consummation of the Initial Public Offering on June 28, 2022, the Sponsor provided the Company with the First Overfunding Loan (as defined in Note 4) in the amount of $5.0 million to deposit in the Trust Account at no interest. In connection with the Partial Over-Allotment Exercise on July 20, 2022, the Sponsor provided the Company with the Second Overfunding Loan (as defined in Note 4) in the amount of $240,000 to deposit in the Trust Account. Upon the closing of the Initial Public Offering and the Partial Over-Allotment Exercise, approximately $214.8 million ($10.25 per Unit) of net certain The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of Private Placement Warrants and the proceeds from the Overfunding Loan, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders 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 pro rata portion of the amount then held in the Trust Account (initially at $10.25 per Public Share). The per-share The Public Shares are recognized at redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law 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 (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Association provides that 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 included in the Units issued in the Company’s Initial Public Offering, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) agreed not to propose an amendment to the Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial On December 27, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”), to (i) amend the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination from December 28, 2023 to September 30, 2024, or such earlier date as the Company’s board of directors (the “Board”) may approve in accordance with the Memorandum and Articles of Association (such amendment, the “Articles Amendment” and such proposal, the “Extension Amendment Proposal”), (ii) amend the Investment Management Trust Agreement, dated June 23, 2022, by and between the Company and Continental, to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from December 28, 2023 to September 30, 2024, or such earlier date as the Board may approve (the “Trust Amendment Proposal”). The Extension Amendment Proposal and the Trust Amendment Proposal were approved. In connection with the vote to approve the Articles Amendment, the holders of 10,903,403 Class A Ordinary Shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.88 per share, for an aggregate redemption amount of approximately $118,642,864. If the Company cannot consummate the initial business combination by September 1, 2024 and it is reasonably determined by the Company and Webull (as defined below) that it may not be able to consummate the initial Business Combination by September 30, 2024, the Company shall (a) use its reasonable best efforts to cause the board of directors to approve such amendment to the memorandum and articles of association, as amended, to provide that the date by which the Company must consummate a business combination in accordance with the memorandum and articles of association, as amended, is extended from September 30, 2024 to March 31, 2025 (such period by which the Company must consummate a business combination, as amended, and as may be extended in accordance with the provisions of the Business Combination Agreement, the “Combination Period” and such proposal, the “Extension Proposal”) and resolve to recommend that the shareholders approve such Extension Proposal by special resolution, which is a resolution passed by a majority of at least two-thirds of such members of the company as, being entitled to do so, vote in person or by proxy at a general meeting, and includes a unanimous written resolution (the “Extension Recommendation”), and not change or modify or propose to change or modify the Extension Recommendation, and (b) prepare and file with the SEC proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) for the purpose of soliciting proxies from the shareholders for the Extension Proposal, which shall include, among other things, (x) a description and introduction of Webull, and (y) a statement that the Business Combination Agreement and any other transaction documents have been entered into. The Company shall discuss in good faith with Webull and agree upon the terms of the Extension Proposal, including the proposed amendments to the memorandum and articles of association and additional economic incentives, if any, to be offered to the shareholders in connection with their approval of the Extension Proposal. If the Company is unable to consummate an initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On August 10, 2022, the Company announced that, effective August 15, 2022, the Company’s Class A ordinary shares and warrants comprising each issued and outstanding Unit will commence trading separately under the ticker symbols “SKGR” and “SKGW,” respectively. Holders of Units may elect to continue to hold Units or separate their Units into the component securities. Going Concern Consideration As of December 31, 2023, the Company had $163,718 in cash and working capital deficit of approximately $6.6 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares, and loan proceeds from the Sponsor of $300,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 4) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). On October 30, 2023, the Sponsor loaned the Company $380,000 and the Company issued an unsecured promissory note in the total principal amount of up to $380,000 to the Sponsor. On March 1, 2024, the Company issued an unsecured convertible promissory note in the total principal amount of up to nine hundred thousand dollars ($900,000) (the “Sponsor Note”) to Sponsor. The Sponsor Note does not bear interest on the unpaid principal balance and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the Sponsor Note will be repaid solely to the extent that the Company has funds available to it, if any, outside of its trust account established in connection with its initial public offering of its securities. The proceeds of the Sponsor Note will be used to fund ongoing operating expenses of the Company. The total principal amount of the Sponsor Note may be converted, in whole or in part, at the option of the Sponsor, (i) into warrants of the Company at a price of $1.00 per warrant, with each warrant exercisable for one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”), or (ii) into Class A Ordinary Shares equal to the quotient obtained by dividing (i) the amount of accrued and outstanding of the Promissory Note, by (ii) $10.00. The warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, 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 for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The Russia-Ukraine conflict and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting i |
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 in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply ton on-emerging s Use of Estimates The preparation of the financial statements in conformity with U.S. 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 statement, 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the assets held in the Trust Account were in money market funds. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For freestanding derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company evaluates embedded conversion features within convertible debt instruments to determine whether the embedded conversion and other features should be bifurcated from the debt host instrument and accounted for as a derivative in accordance with ASC 815. The Company accounted for the warrants issued in the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Application of such guidance provides that the warrants are not precluded from equity classification. The warrants were initially measured at fair value. Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. The Partial Over-allotment option was recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognized the instrument as a liability at fair value and adjusted the instrument to fair value at each reporting period. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares and the derivative liability was extinguished. The Non-Redemption Agreements was recognized as a derivative instrument in accordance with ASC 815. The Non-Redemption Agreements represent a right to receive shares in the future contingent upon the consummation of a business combination. Accordingly, any issuance of equity or the right to issue equity will be recorded as an equity transaction and classified as additional paid-in capital and an expense to the company in connection to the non-redeemed shares. The right to receive shares should be fair valued at inception and expensed in the period the agreement was entered into. As a result of the equity classification conclusion will not be remeasured to fair valued at each reporting period. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and advisory fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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 as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 10,056,597 and 20,960,000, respectively, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in As of December 31, 2023 and 2022, the amount of Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled in the following table: Gross proceeds $ 209,600,000 Less: Proceeds allocated to Public Warrants (3,144,000 ) Proceeds allocated to over-allotment option (20,794 ) Class A ordinary shares issuance costs (12,369,649 ) Plus: Accretion of carrying value to redemption value 23,480,261 Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 10,570,325 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of 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. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Therefore, the net income per ordinary share calculation allocates income shared pro rata between Class A and Class B ordinary shares. The Company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 17,272,000 shares in the calculation of diluted income per ordinary share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the years ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 6,509,905 $ 1,634,464 $ 1,426,878 $ 682,469 Denominator: Weighted average ordinary shares outstanding—basic 20,870,383 5,240,000 10,652,308 5,094,945 Weighted average ordinary shares outstanding—diluted 20,870,383 5,240,000 10,652,308 5,240,000 Net income per ordinary share—basic $ 0.31 $ 0.31 $ 0.13 $ 0.13 Net income per ordinary share—diluted $ 0.31 $ 0.31 $ 0.13 $ 0.13 Stock Compensation The Company accounts for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. Income Taxes Income Taxes FASB 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. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only 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 unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On June 28, 2022, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.0 million, of which $7.0 million was for deferred underwriting commissions. The underwriter was granted the Over-Allotment Option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On July 20, 2022, pursuant to the underwriter’s notice of the partial exercise of the Over-Allotment Option, the Company sold an additional 960,000 Units, at $10.00 per Unit, generating aggregate additional gross proceeds of $9.6 million to the Company and incurring deferred underwriting commissions of $336,000. The remaining Over-Allotment Option expired on August 7, 2022. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares (as defined in Note 4). Each Unit consists of one share of Class A ordinary shares, and one-half of one |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On December 9, 2021, the sponsor purchased 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), to cover certain expenses on the Company’s behalf for an aggregate purchase price of $25,000. On February 24, 2022, 1,437,500 Class B ordinary shares were surrendered and thereupon cancelled by the Company. On May 5, 2022, 1,437,500 Class B ordinary shares were surrendered and thereupon cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding to 5,750,000 shares. The Sponsor agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the option to purchase additional Units is not exercised in full by the underwriter or is reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares upon the Initial Public Offering. On July 20, 2022, the Company sold an additional 960,000 Units in the Partial Over-Allotment Exercise pursuant to the underwriter’s notice of the partial exercise of the Over-Allotment Option. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares. The initial shareholders, and the executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination; and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, any 30-trading In February and March 2022, the Sponsor transferred an aggregate of 90,000 Class B ordinary shares to the Company’s independent director nominees. The sale of the Founder Shares is in the scope of ASC 718. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, generating proceeds of $6.6 million. Substantially concurrently with the closing of the Partial Over-Allotment Exercise, the Company completed the Additional Private Placement of 192,000 additional Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $192,000. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans Promissory Note to Sponsor The Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note, dated on December 9, 2021 and was later amended on May 5, 2022 (the “Note”). The Note was non-interest Overfunding Loans On June 28, 2022, in connection with the closing of the Initial Public Offering, the Sponsor loaned the Company $5.0 million under a non-interest Working Capital Loans In addition, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Promissory Note On October , , the Sponsor loaned the Company $ and the Company issued an unsecured promissory note in the total principal amount of up to $ to the Sponsor. The Promissory Note does not bear interest on the unpaid principal balance and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the promissory note will be repaid solely to the extent that the Company has funds available to it, if any, outside of its trust account established in connection with its initial public offering of its securities. The proceeds of the promissory note will be used to fund ongoing operating expenses of the Company. The total principal amount of the promissory note may be converted, in whole or in part, at the option of the Sponsor into warrants of the post-business combination company at a price of $1.00 per warrant, with each warrant exercisable for one Class A ordinary share, par value $0.0001 per share, of the post-business combination company. The warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. As of December 31, 2023 and 2022, the Company had $380,000 and $0, respectively, in borrowings under the Promissory Note. Extension Loans In order to extend the time available for the Company to consummate its initial Business Combination by an additional three months each time, the Sponsor or its affiliates or designees may provide an Extension Loan to the Company to provide funds to deposit into the Trust Account an additional amount of $0.10 per share each time. The Extension Loan will be provided under the form of a non-interest bearing, unsecured promissory Such Extension Loans may be converted into warrants upon the consummation of the initial business combination, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. If the Company completes the initial Business Combination, and the lender decides not to convert the Extension Loans into warrants, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, it will not repay such loans. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. Except for the foregoing, the terms of such Extension Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, the Company had no borrowings under the Extension Loans. Administrative Services Agreement On June 23, 2022, the Company entered into an agreement with an affiliate of t he Sp In addition, the Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Shareholder and Registration Rights Pursuant to a registration and shareholder rights agreement entered into on June 23, 2022, the holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and Extension 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 Working Capital Loans and Extension Loans), have registration rights to require the Company to register a sale of any of the securities held by them. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting and Advisory Agreement The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company also engaged Cohen & Company Capital Markets (“CCM”) to provide consulting and advisory services to the Company in connection with the Initial Public Offering, for which it would receive (i) an advisory fee of $400,000, paid upon the closing of the Initial Public Offering, and (ii) a deferred advisory fee of $700,000 (payable solely in the event that the Company completes the initial Business Combination. The underwriter has reimbursed a portion of its fees to cover for the fees payable to CCM. In connection with the consummation of the Partial Over-Allotment Exercise, the underwriter and CCM were entitled to an additional fee in the aggregate amount of $192,000, paid upfront on July 20, 2022, and $336,000 in deferred underwriting and advisory commissions (net of the reimbursement from the underwriter to cover for the fees payable to CCM). On February 27, 2024, Deutsche Bank Securities Inc., agreed to waive its entitlement to the payment of any underwriting discount due to it pursuant to the Underwiring Agreement in connection with the Company’s potential business combination with Webull. Non-Redemption In connection with the Extension Meeting to approve the Extension Amendment Proposal, the Company and Sponsor entered into non-redemption “Non-Redemption Non-Redemption The Company estimated the aggregate fair value of the Class A Ordinary Shares attributable to the Investors to be $274,826 or $0.21 per share. Accordingly, in substance, it was recognized by the Company as an expense to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in The fair value of the Class A Ordinary Shares was m Stock price $ 10.86 Volatility 40.00 % Term 1.59 Risk-free rate 4.44 % |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | Note 6—Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— was Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial 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 Company convertible into Class A ordinary shares issued, deemed issued, or to be issued to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans and Extension Loans and (b) any Class A ordinary shares issued to the Sponsor upon conversion of Overfunding Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. 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— The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by such shareholder) (the “Newly Issued Price”), (y) the proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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, and the $18.00 per share redemption trigger price described under “Redemption of Public Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders (and the Class A ordinary shares issuable upon exercise of these warrants may not be transferred, assigned or sold by the holders) until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. Redemption of Public Warrants • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, the “30-day redemption period”; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending The Company will not redeem the Public Warrants as described above unless (an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 by level within the fair value hierarchy: December 31, 2023 Description Quoted Prices in Active Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account – Money Market Funds $ 109,573,279 $ — $ — December 31, 2022 Description Quoted Prices in Active Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account – Money Market Funds $ 217,645,818 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels during the year s |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—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, other than the below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On February 27, 2024, the Company (“SPAC”), Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Webull”), Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Webull (“Merger Sub I”) , , Concurrently with the execution and delivery of the Business Combination Agreement, SPAC, Webull and Sponsor and certain directors (collectively , 12) Sponsor also agreed to forfeit for no consideration up to 2,000,000 SPAC Class B Ordinary Shares held by Sponsor in connection with the execution of additional Non-Redemption On February 27, 2024, Deutsche Bank Securities Inc., agreed to waive its entitlement to the payment of any underwriting discount due to it pursuant to the Underwiring Agreement in connection with the Company’s potential business combination with Webull. On March 1, 2024, the Company issued an unsecured convertible promissory note in the total principal amount of up to nine hundred thousand dollars ($900,000) (the “Sponsor Note”) to Sponsor. The Sponsor Note does not bear interest on the unpaid principal balance and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the Sponsor Note will be repaid solely to the extent that the Company has funds available to it, if any, outside of its trust account established in connection with its initial public offering of its securities. The proceeds of the Sponsor Note will be used to fund ongoing operating expenses of the Company. The total principal amount of the Sponsor Note may be converted, in whole or in part, at the option of the Sponsor, (i) into warrants of the Company at a price of $1.00 per warrant, with each warrant exercisable for one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”), or (ii) into Class A Ordinary Shares equal to the quotient obtained by dividing (i) the amount of accrued and outstanding of the Promissory Note, by (ii) $10.00. The warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. |
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 in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply ton on-emerging s |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 statement, 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the assets held in the Trust Account were in money market funds. |
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 FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For freestanding derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company evaluates embedded conversion features within convertible debt instruments to determine whether the embedded conversion and other features should be bifurcated from the debt host instrument and accounted for as a derivative in accordance with ASC 815. The Company accounted for the warrants issued in the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Application of such guidance provides that the warrants are not precluded from equity classification. The warrants were initially measured at fair value. Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. The Partial Over-allotment option was recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognized the instrument as a liability at fair value and adjusted the instrument to fair value at each reporting period. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares and the derivative liability was extinguished. The Non-Redemption Agreements was recognized as a derivative instrument in accordance with ASC 815. The Non-Redemption Agreements represent a right to receive shares in the future contingent upon the consummation of a business combination. Accordingly, any issuance of equity or the right to issue equity will be recorded as an equity transaction and classified as additional paid-in capital and an expense to the company in connection to the non-redeemed shares. The right to receive shares should be fair valued at inception and expensed in the period the agreement was entered into. As a result of the equity classification conclusion will not be remeasured to fair valued at each reporting period. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and advisory fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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 as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 10,056,597 and 20,960,000, respectively, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in As of December 31, 2023 and 2022, the amount of Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled in the following table: Gross proceeds $ 209,600,000 Less: Proceeds allocated to Public Warrants (3,144,000 ) Proceeds allocated to over-allotment option (20,794 ) Class A ordinary shares issuance costs (12,369,649 ) Plus: Accretion of carrying value to redemption value 23,480,261 Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 10,570,325 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of 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. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Therefore, the net income per ordinary share calculation allocates income shared pro rata between Class A and Class B ordinary shares. The Company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 17,272,000 shares in the calculation of diluted income per ordinary share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the years ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 6,509,905 $ 1,634,464 $ 1,426,878 $ 682,469 Denominator: Weighted average ordinary shares outstanding—basic 20,870,383 5,240,000 10,652,308 5,094,945 Weighted average ordinary shares outstanding—diluted 20,870,383 5,240,000 10,652,308 5,240,000 Net income per ordinary share—basic $ 0.31 $ 0.31 $ 0.13 $ 0.13 Net income per ordinary share—diluted $ 0.31 $ 0.31 $ 0.13 $ 0.13 |
Stock Compensation | Stock Compensation The Company accounts for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. |
Income Taxes | Income Taxes Income Taxes FASB 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. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only 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 unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets | As of December 31, 2023 and 2022, the amount of Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled in the following table: Gross proceeds $ 209,600,000 Less: Proceeds allocated to Public Warrants (3,144,000 ) Proceeds allocated to over-allotment option (20,794 ) Class A ordinary shares issuance costs (12,369,649 ) Plus: Accretion of carrying value to redemption value 23,480,261 Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 10,570,325 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 |
Summary of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the years ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 6,509,905 $ 1,634,464 $ 1,426,878 $ 682,469 Denominator: Weighted average ordinary shares outstanding—basic 20,870,383 5,240,000 10,652,308 5,094,945 Weighted average ordinary shares outstanding—diluted 20,870,383 5,240,000 10,652,308 5,240,000 Net income per ordinary share—basic $ 0.31 $ 0.31 $ 0.13 $ 0.13 Net income per ordinary share—diluted $ 0.31 $ 0.31 $ 0.13 $ 0.13 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of class a ordinary shares were based on a monte carlo model | The fair value of the Class A Ordinary Shares was m Stock price $ 10.86 Volatility 40.00 % Term 1.59 Risk-free rate 4.44 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 by level within the fair value hierarchy: December 31, 2023 Description Quoted Prices in Active Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account – Money Market Funds $ 109,573,279 $ — $ — December 31, 2022 Description Quoted Prices in Active Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account – Money Market Funds $ 217,645,818 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity and Basis of Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||
Dec. 27, 2023 | Oct. 30, 2023 | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 28, 2022 | Dec. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 01, 2024 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Company incorporation date of incorporation | Dec. 08, 2021 | ||||||||
Sale of stock issue price per share | $ 10.25 | ||||||||
Gross proceeds from initial public offering | $ 0 | $ 209,600,000 | |||||||
Total offering costs incurred in connection with initial public offering | $ 12,000,000 | ||||||||
Number of days granted to underwriters to subscribe to over-Allotment option | 45 days | ||||||||
Deferred underwriting commissions | $ 7,000,000 | ||||||||
Gross proceeds from initial public offering | $ 214,800,000 | $ 0 | 214,840,000 | ||||||
Per share value of restricted asset | $ 10.25 | ||||||||
Percentage of obligation to redeem public shares if entity does not complete a business combination | 100% | ||||||||
Business combination consummate period limit | 185 days | ||||||||
Cash | $ 163,718 | 515,410 | |||||||
Working capital | $ 6,600,000 | ||||||||
Percentage of public shares that can be transferred without any restriction | 15% | ||||||||
Expenses payable on dissolution | $ 100,000 | ||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | ||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Proceeds from loan | $ 300,000 | ||||||||
Sponsor [Member] | FirstOverfunding Loan [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | $ 5,000,000 | ||||||||
Sponsor [Member] | Second Overfunding Loan [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | $ 240,000 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | $ 380,000 | ||||||||
Proceeds from loan | $ 380,000 | ||||||||
Sponsor [Member] | Sponsor Note [Member] | Subsequent Event [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | $ 900,000 | ||||||||
Debt instrument conversion price per share | $ 10 | ||||||||
Common stock par or stated value per share | 0.0001 | ||||||||
Debt instrument convertible into warrants price per share | $ 1 | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 192,000 | 6,600,000 | |||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 | |||||||
Proceeds from issuance of warrants | $ 192,000 | $ 6,600,000 | |||||||
Minimum [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Temporary equity redemption price per share | $ 10.25 | ||||||||
Prospective assets of acquire as a percentage of fair value of assets in the trust account | 80% | ||||||||
Class A ordinary shares [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Sale of stock issue price per share | $ 10.88 | $ 0.21 | |||||||
Gross proceeds from initial public offering | 209,600,000 | ||||||||
Proceeds from issuance of warrants | $ 3,144,000 | ||||||||
Temporary equity redemption price per share | $ 10.89 | $ 10.38 | |||||||
Stock redeemed or called during period, shares | 10,903,403 | ||||||||
Stock redeemed or called during period, value | $ 118,642,864 | ||||||||
Stock issued during period, value, new issues | $ 274,826 | ||||||||
Common stock par or stated value per share | $ 0.0001 | 0.0001 | |||||||
Class B ordinary shares [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common stock forfeitured during the period | 510,000 | ||||||||
Class B ordinary shares [Member] | Sponsor [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period value issued for services | $ 25,000 | $ 25,000 | |||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
IPO [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during the period shares | 20,000,000 | ||||||||
Gross proceeds from initial public offering | $ 200,000,000 | ||||||||
Deferred underwriting commissions | $ 7,000,000 | ||||||||
Sale of stock issue price per share | $ 10 | ||||||||
IPO [Member] | Class A ordinary shares [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during the period shares | 20,000,000 | ||||||||
Sale of stock issue price per share | $ 10 | ||||||||
Gross proceeds from initial public offering | $ 200,000,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, shares subscribed but unissued | 3,000,000 | ||||||||
Sale of stock issue price per share | $ 10 | ||||||||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 192,000 | ||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, shares subscribed but unissued | 3,000,000 | ||||||||
Partial OverAllotment Exercise [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during the period shares | 960,000 | ||||||||
Sale of stock issue price per share | $ 10 | ||||||||
Stock issued during period, value, new issues | $ 9,600,000 | ||||||||
Target Business [Member] | Minimum [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Equity method investment ownership percentage | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Balance Sheets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 0 | $ 209,600,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 209,600,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (3,144,000) | |
Proceeds allocated to over-allotment option | (20,794) | |
Class A ordinary shares issuance costs | (12,369,649) | |
Redemptions | (118,642,864) | |
Plus: | ||
Accretion of carrying value to redemption value | 10,570,325 | 23,480,261 |
Class A ordinary shares subject to possible redemption | $ 109,473,279 | $ 217,545,818 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Allocation of net income | $ 8,144,369 | $ 2,109,347 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 6,509,905 | $ 1,426,878 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 20,870,383 | 10,652,308 |
Diluted weighted average ordinary shares outstanding | 20,870,383 | 10,652,308 |
Basic net income (loss) per ordinary share | $ 0.31 | $ 0.13 |
Diluted net income (loss) per ordinary share | $ 0.31 | $ 0.13 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,634,464 | $ 682,469 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 5,240,000 | 5,094,945 |
Diluted weighted average ordinary shares outstanding | 5,240,000 | 5,240,000 |
Basic net income (loss) per ordinary share | $ 0.31 | $ 0.13 |
Diluted net income (loss) per ordinary share | $ 0.31 | $ 0.13 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Aug. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Cash insured with federal deposit insurance corporation | $ 250,000 | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Restricted Investments Term | 185 days | ||
Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,272,000 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity, Shares outstanding | 10,056,597 | 20,960,000 | |
Common Class B [Member] | |||
Accounting Policies [Line Items] | |||
Common stock forfeiture during the period | 510,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Aug. 09, 2022 | Jul. 20, 2022 | Jun. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | |
Class of Stock [Line Items] | ||||||
Gross proceeds from initial public offering | $ 0 | $ 209,600,000 | ||||
Deferred underwriting commissions | $ 7,000,000 | |||||
Share Price | $ 10.25 | |||||
Deferred underwriting | $ 336,000 | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of securities included in unit | 0.5 | |||||
Class A ordinary shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds from initial public offering | $ 209,600,000 | |||||
Number of securities included in unit | 1 | |||||
Share Price | $ 0.21 | $ 10.88 | ||||
Stock issued during period, value, new issues | $ 274,826 | |||||
Class A ordinary shares [Member] | Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights number of shares called by each warrant or right | 1 | |||||
Class of warrants or rights exercise price per share | $ 11.5 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock forfeiture during the period | 510,000 | |||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period shares | 20,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Gross proceeds from initial public offering | $ 200,000,000 | |||||
Offering costs | 12,000,000 | |||||
Deferred underwriting commissions | $ 7,000,000 | |||||
IPO [Member] | Class A ordinary shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period shares | 20,000,000 | |||||
Gross proceeds from initial public offering | $ 200,000,000 | |||||
Share Price | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock issue price per share | $ 10 | |||||
Common stock, shares subscribed but unissued | 3,000,000 | |||||
Partial OverAllotment Exercise [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period shares | 960,000 | |||||
Share Price | $ 10 | |||||
Stock issued during period, value, new issues | $ 9,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |||||||||||
Oct. 30, 2023 | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 28, 2022 | Jun. 23, 2022 | May 05, 2022 | Feb. 24, 2022 | Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Share Price | $ 10.25 | ||||||||||||
Proceeds from note payable to related party | $ 0 | $ 300,000 | |||||||||||
Repayment of note payable to related party | $ 0 | 300,000 | |||||||||||
Additional time frame for completion of business combination | three months each time | ||||||||||||
Notes payable current | $ 380,000 | 0 | |||||||||||
Partial OverAllotment Exercise [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share Price | $ 10 | ||||||||||||
Stock issued during the period shares | 960,000 | ||||||||||||
Extension Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to related party | $ 0 | 0 | |||||||||||
Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 192,000 | ||||||||||||
Class of warrants or rights lock in period post business combination | 30 days | ||||||||||||
Sponsor [Member] | Commercial Paper [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from note payable to related party | $ 380,000 | ||||||||||||
Debt instrument, face amount | $ 380,000 | ||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||
Notes payable current | $ 380,000 | 0 | |||||||||||
Number of securities into which each warrant or right to be converted | 1 | ||||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from note payable to related party | 300,000 | ||||||||||||
Repayment of note payable to related party | $ 300,000 | ||||||||||||
Sponsor [Member] | Overfunding Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 5,000,000 | ||||||||||||
Sponsor [Member] | Overfunding Loans [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 240,000 | ||||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | ||||||||||||
Due to related party | $ 0 | 0 | |||||||||||
Sponsor [Member] | Extension Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||
Additional per share amount provided funds to deposit into the trust account | $ 0.1 | ||||||||||||
Sponsor [Member] | Administration and Support Services [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 120,000 | $ 60,000 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants or rights warrants issued during the period | 192,000 | 6,600,000 | |||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 | |||||||||||
Proceeds from issuance of warrants | $ 192,000 | $ 6,600,000 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants or rights warrants issued during the period | 192,000 | ||||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of common stock issued and outstanding | 20% | ||||||||||||
Affiliate Of Sponsor [Member] | Secretarial and Administration Support Services [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction amount payable per month | $ 10,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued, price per share | $ 0.0001 | $ 0.0001 | |||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,437,500 | 1,437,500 | |||||||||||
Shares subject to forfeiture | 750,000 | ||||||||||||
Common stock, shares, outstanding | 5,750,000 | 5,240,000 | 5,240,000 | 5,750,000 | |||||||||
Common stock forfeiture during the period | 510,000 | ||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares, issued for services | 8,625,000 | ||||||||||||
Shares issued, price per share | $ 0.0001 | ||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||||||||||
Shares subject to forfeiture | 750,000 | ||||||||||||
Common Class B [Member] | Sponsor [Member] | Independent Director Nominees [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares, issued for services | 90,000 | ||||||||||||
Common Class B [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lock in period of shares | 1 year | ||||||||||||
Class A ordinary shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued, price per share | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares, outstanding | 0 | 0 | |||||||||||
Share Price | $ 0.21 | $ 10.88 | |||||||||||
Proceeds from issuance of warrants | $ 3,144,000 | ||||||||||||
Class A ordinary shares [Member] | Sponsor [Member] | Commercial Paper [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued, price per share | $ 0.0001 | ||||||||||||
Class A ordinary shares [Member] | Sponsor [Member] | Overfunding Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price | 10 | ||||||||||||
Class A ordinary shares [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share Price | $ 12 | ||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Waiting period after which the share trading days are considered | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jul. 20, 2022 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Underwriting Discount Paid Per Unit | $ 0.2 | |||
Underwriting Expense Paid | $ 4,000,000 | |||
Deferred Underwriting Commission Per Unit | $ 0.35 | |||
Deferred Underwriting Commissions Noncurrent | $ 7,000,000 | |||
Share Price | $ 10.25 | |||
Class A ordinary shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Stock issued during period, value, new issues | $ 274,826 | |||
Share Price | $ 0.21 | $ 10.88 | ||
Class B ordinary shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | Class A ordinary shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares subject to redemption | 8,530,242 | |||
Ordinary shares, par value | $ 0.0001 | |||
Stock issued during the period shares | 1,279,536 | |||
Common Stock [Member] | Class B ordinary shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares subject to redemption | 1,279,536 | |||
Ordinary shares, par value | $ 0.0001 | |||
Partial OverAllotment Exercise [Member] | ||||
Loss Contingencies [Line Items] | ||||
Payment of Additional Underwriter Fee | $ 192,000 | |||
Stock issued during the period shares | 960,000 | |||
Stock issued during period, value, new issues | $ 9,600,000 | |||
Share Price | $ 10 | |||
Cohen & Company Capital Markets [Member] | ||||
Loss Contingencies [Line Items] | ||||
Advisory fee | $ 400,000 | |||
Deferred advisory fee | 700,000 | |||
Payment of Additional Underwriter Fee | $ 192,000 | |||
Deferred Underwritingand AdvisoryCommissions Net of Reimbursement | 336,000 | |||
Underwriter [Member] | ||||
Loss Contingencies [Line Items] | ||||
Deferred Underwritingand AdvisoryCommissions Net of Reimbursement | $ 336,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Class A Ordinary Shares were based on a Monte Carlo Model (Detail) - Non Redemption Agreement [Member] - Common Class A [Member] | Dec. 27, 2023 |
Stock price [Member] | |
Disclosure in tabular form of significant inputs used in fair value measurement of entity common stock [Line Items] | |
Entities common stock measurement input | 10.86 |
Volatility [Member] | |
Disclosure in tabular form of significant inputs used in fair value measurement of entity common stock [Line Items] | |
Entities common stock measurement input | 40 |
Term [Member] | |
Disclosure in tabular form of significant inputs used in fair value measurement of entity common stock [Line Items] | |
Entities common stock measurement input | 1.59 |
Risk-free rate [Member] | |
Disclosure in tabular form of significant inputs used in fair value measurement of entity common stock [Line Items] | |
Entities common stock measurement input | 4.44 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | ||||||
Aug. 09, 2022 | Jul. 20, 2022 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | May 05, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Preference shares, par value | $ 0.0001 | $ 0.0001 | |||||
Preference shares,shares authorized | 990,000 | 990,000 | |||||
Preference shares, issued | 0 | 0 | |||||
Preference shares, outstanding | 0 | 0 | |||||
Common stock, conversion basis | one to one | ||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||
Share Price | $ 10.25 | ||||||
Partial OverAllotment Exercise [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ 10 | ||||||
Stock issued during the period shares | 960,000 | ||||||
Public warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants or rights outstanding | 10,480,000 | 10,480,000 | |||||
Period after which the warrants are exercisable | 30 days | ||||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | ||||||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||||||
Volume weighted average price of shares | $ 9.2 | ||||||
Public warrants [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |||||||
Class of Stock [Line Items] | |||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | ||||||
Public warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Redemption Trigger Price | $ 18 | ||||||
Class of warrants, redemption price per unit | $ 0.01 | ||||||
Class of warrants, redemption notice period | 30 days | ||||||
Public warrants [Member] | Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member] | |||||||
Class of Stock [Line Items] | |||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | ||||||
Private placement warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants or rights outstanding | 6,792,000 | 6,792,000 | |||||
Class of warrants or rights lock in period | 30 days | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares,shares authorized | 9,000,000,000 | 9,000,000,000 | |||||
Common stock, Shares issued | 0 | 0 | |||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||
Share Price | $ 0.21 | $ 10.88 | |||||
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from equity used for funding business combination as a percentage of the total | 60% | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ 18 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares,shares authorized | 999,000,000 | 999,000,000 | |||||
Common stock, Shares issued | 5,240,000 | 5,240,000 | |||||
Common Stock, Shares, Outstanding | 5,240,000 | 5,240,000 | 5,750,000 | 5,750,000 | |||
Shares subject to forfeiture | 750,000 | ||||||
Common stock forfeitured during the period | 510,000 | ||||||
Class A Ordinary Subject to Possible Redemption [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, Shares issued | 10,056,597 | 20,960,000 | |||||
Common Stock, Shares, Outstanding | 10,056,597 | 20,960,000 | |||||
Founder shares [Member] | Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Percentage of the Company's issued and outstanding shares after the Initial Public Offering | 20% | ||||||
Stock Conversion Basis | one vote for each share | ||||||
Common stock, threshold percentage on conversion of shares | 20% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets That Are Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account – Money Market Funds | $ 109,573,279 | $ 217,645,818 |
Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account – Money Market Funds | 109,573,279 | 217,645,818 |
Level 2 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account – Money Market Funds | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account – Money Market Funds | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 01, 2024 | Dec. 31, 2022 | Dec. 09, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Indemnifiable amounts | $ 5,000,000 | |||
Warrant [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Business combination trading threshold on warrants | 30 days | |||
Class A ordinary shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Business combination trading threshold on shares | 12 months | |||
Class B ordinary shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Class B ordinary shares [Member] | Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | |||
Stock issued during period shares forfeited | 2,000,000 | |||
Subsequent Event [Member] | Sponsor [Member] | Sponsor Note [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Debt instrument, face amount | $ 900,000 | |||
Debt instrument, convertible, conversion price | $ 10 | |||
Common stock par or stated value per share | 0.0001 | |||
Debt instrument convertible into warrants price per share | $ 1 |