Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | SK Growth Opportunities Corporation | |
Entity Central Index Key | 0001912461 | |
Entity File Number | 001-41432 | |
Entity Tax Identification Number | 98-1643582 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 228 Park Avenue S #96693 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (917) | |
Local Phone Number | 599-1622 | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Entity Listings [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 | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares | |
Trading Symbol | SKGR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 10,056,597 | |
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | SKGRW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,240,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 126,179 | $ 163,718 |
Prepaid expenses | 40,500 | 209,750 |
Total current assets | 166,679 | 373,468 |
Investments held in Trust Account | 112,441,231 | 109,573,279 |
Total Assets | 112,607,910 | 109,946,747 |
Current liabilities: | ||
Accounts payable | 6,743 | 107,223 |
Accrued expenses | 1,984,651 | 1,204,161 |
Promissory Note | 1,280,000 | 380,000 |
Total current liabilities | 3,271,394 | 1,691,384 |
Non-current liabilities: | ||
Overfunding loan | 5,240,000 | 5,240,000 |
Deferred underwriting and advisory fees | 7,336,000 | 7,336,000 |
Total non-current liabilities | 12,576,000 | 12,576,000 |
Total liabilities | 15,847,394 | 14,267,384 |
Commitments and Contingencies | ||
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 990,000 shares authorized; none issued or outstanding as of June 30, 2024 and December 31, 2023 | ||
Additional paid-in capital | ||
Accumulated deficit | (15,581,239) | (13,794,440) |
Total shareholders’ deficit | (15,580,715) | (13,793,916) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 112,607,910 | 109,946,747 |
Class A Ordinary Shares | ||
Non-current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 9,000,000,000 shares authorized; 10,056,597 shares subject to possible redemption at approximately $11.17 and $10.89 per share as of June 30, 2024 and December 31, 2023, respectively | 112,341,231 | 109,473,279 |
Shareholders’ Deficit: | ||
Common stock, value | ||
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
Common stock, value | $ 524 | $ 524 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 990,000 | 990,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Temporary equity, par value (in Dollars 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 | 10,056,597 |
Temporary equity, redemption per share (in Dollars per share) | $ 11.17 | $ 10.89 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Ordinary Shares | ||
Common stock, par value (in Dollars 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 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General and administrative expenses | $ 236,744 | $ 257,166 | $ 1,786,799 | $ 549,217 |
Loss from operations | (236,744) | (257,166) | (1,786,799) | (549,217) |
Other income: | ||||
Income from investments held in Trust Account | 1,440,518 | 2,457,660 | 2,867,952 | 4,758,370 |
Total other income | 1,440,518 | 2,457,660 | 2,867,952 | 4,758,370 |
Net income | $ 1,203,774 | $ 2,200,494 | $ 1,081,153 | $ 4,209,153 |
Class A Ordinary Shares | ||||
Other income: | ||||
Basic weighted average shares outstanding, ordinary shares (in Shares) | 10,056,597 | 20,960,000 | 10,056,597 | 20,960,000 |
Basic net income per share, ordinary shares (in Dollars per share) | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Class B Ordinary Shares | ||||
Other income: | ||||
Basic weighted average shares outstanding, ordinary shares (in Shares) | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 |
Basic net income per share, ordinary shares (in Dollars per share) | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Ordinary Shares | ||||
Diluted weighted average shares outstanding, ordinary shares | 10,056,597 | 20,960,000 | 10,056,597 | 20,960,000 |
Diluted net income per share, ordinary shares | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Class B Ordinary Shares | ||||
Diluted weighted average shares outstanding, ordinary shares | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 |
Diluted net income per share, ordinary shares | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($) | Ordinary Shares Class B | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 524 | $ (11,643,310) | $ (11,642,786) | |
Balance (in Shares) at Dec. 31, 2022 | 5,240,000 | |||
Accretion for Class A ordinary shares to redemption amount | (2,300,710) | (2,300,710) | ||
Net income (loss) | 2,008,659 | 2,008,659 | ||
Balance at Mar. 31, 2023 | $ 524 | (11,935,361) | (11,934,837) | |
Balance (in Shares) at Mar. 31, 2023 | 5,240,000 | |||
Balance at Dec. 31, 2022 | $ 524 | (11,643,310) | (11,642,786) | |
Balance (in Shares) at Dec. 31, 2022 | 5,240,000 | |||
Net income (loss) | 4,209,153 | |||
Balance at Jun. 30, 2023 | $ 524 | (12,192,527) | (12,192,003) | |
Balance (in Shares) at Jun. 30, 2023 | 5,240,000 | |||
Balance at Mar. 31, 2023 | $ 524 | (11,935,361) | (11,934,837) | |
Balance (in Shares) at Mar. 31, 2023 | 5,240,000 | |||
Accretion for Class A ordinary shares to redemption amount | (2,457,660) | (2,457,660) | ||
Net income (loss) | 2,200,494 | 2,200,494 | ||
Balance at Jun. 30, 2023 | $ 524 | (12,192,527) | (12,192,003) | |
Balance (in Shares) at Jun. 30, 2023 | 5,240,000 | |||
Balance at Dec. 31, 2023 | $ 524 | (13,794,440) | (13,793,916) | |
Balance (in Shares) at Dec. 31, 2023 | 5,240,000 | |||
Accretion for Class A ordinary shares to redemption amount | (1,427,435) | (1,427,435) | ||
Net income (loss) | (122,621) | (122,621) | ||
Balance at Mar. 31, 2024 | $ 524 | (15,344,496) | (15,343,972) | |
Balance (in Shares) at Mar. 31, 2024 | 5,240,000 | |||
Balance at Dec. 31, 2023 | $ 524 | (13,794,440) | (13,793,916) | |
Balance (in Shares) at Dec. 31, 2023 | 5,240,000 | |||
Net income (loss) | 1,081,153 | |||
Balance at Jun. 30, 2024 | $ 524 | (15,581,239) | (15,580,715) | |
Balance (in Shares) at Jun. 30, 2024 | 5,240,000 | |||
Balance at Mar. 31, 2024 | $ 524 | (15,344,496) | (15,343,972) | |
Balance (in Shares) at Mar. 31, 2024 | 5,240,000 | |||
Accretion for Class A ordinary shares to redemption amount | (1,440,517) | (1,440,517) | ||
Net income (loss) | 1,203,774 | 1,203,774 | ||
Balance at Jun. 30, 2024 | $ 524 | $ (15,581,239) | $ (15,580,715) | |
Balance (in Shares) at Jun. 30, 2024 | 5,240,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,081,153 | $ 4,209,153 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 256,000 | |
Income from investments held in Trust Account | (2,867,952) | (4,758,370) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 169,250 | 176,116 |
Accounts payable | (100,480) | |
Accrued expenses | 780,490 | 100,681 |
Net cash used in operating activities | (681,539) | (272,420) |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note | 644,000 | |
Net cash provided by financing activities | 644,000 | |
Net change in cash | (37,539) | (272,420) |
Cash—beginning of the period | 163,718 | 515,410 |
Cash—end of the period | 126,179 | 242,990 |
Non-cash financing activities: | ||
General and administrative expenses paid by Sponsor under promissory note | $ 256,000 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Description of Organization, Business Operations, Liquidity and Basis of Presentation [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 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 June 30, 2024, the Company had not commenced any operations. All activity for the period from December 8, 2021 (inception) through June 30, 2024, 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 (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds held in the Trust Account (as defined below). 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 option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit (the “Over-Allotment Option”). 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 (the “Partial Over-Allotment Exercise”). 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). 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 proceeds, including the net proceeds of the Initial Public Offering, the Partial Over-Allotment Exercise the proceeds of the Overfunding Loans and certain of the proceeds of the Private Placement and the Additional Private Placement, was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). 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 Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. 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 March 31, 2025) 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 March 31, 2025) 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 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 a per-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 then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The 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. Going Concern Consideration As of June 30, 2024, the Company had $126,179 in cash and working capital deficit of approximately $3.1 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 $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. As of June 30, 2024, the Company has $1,280,000 in borrowings under the Sponsor Note. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” the Company has until September 30, 2024 (or March 31, 2025 as may be approved in accordance with an amended and restated memorandum and articles of association), to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern 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 impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 29, 2024, which contains the audited financial statements and notes thereto. 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 to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. 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 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 unaudited condensed 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 unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of June 30, 2024 and December 31, 2023, 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 unaudited condensed 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 unaudited condensed 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 condensed 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 June 30, 2024 and December 31, 2023, 10,056,597 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed 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 capital (to the extent available) and accumulated deficit. As of June 30, 2024 and December 31, 2023, the amount of Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Plus: Accretion of carrying value to redemption value 2,300,710 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 219,846,528 Plus: Accretion of carrying value to redemption value 2,457,660 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 222,304,188 Plus: Accretion of carrying value to redemption value 2,875,342 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 225,179,530 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 2,936,613 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 Plus: Accretion of carrying value to redemption value 1,427,435 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 110,900,714 Plus: Accretion of carrying value to redemption value 1,440,517 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 112,341,231 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 Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 791,409 $ 412,365 $ 1,760,395 $ 440,099 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.08 $ 0.08 $ 0.08 $ 0.08 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 710,793 $ 370,360 $ 3,367,322 $ 841,831 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.07 $ 0.07 $ 0.16 $ 0.16 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 June 30, 2024 and December 31, 2023. 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 June 30, 2024 and December 31, 2023, 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 unaudited condensed 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 adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering [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 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. 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 June 30, 2024, 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 bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed $300,000 under the Note and repaid the Note in full upon closing of the Initial Public Offering. The Note was no longer available to draw on after the consummation of the Initial Public Offering. 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 bearing loan agreement (the “First Overfunding Loan”) to deposit in the Trust Account. On July 20, 2022, in connection with the Partial Over-Allotment Exercise, the Sponsor provided the Company with the second Overfunding Loan in the amount of $240,000 to deposit in the Trust Account under the same terms (the “Second Overfunding Loan”, together, the “Overfunding Loans”). The Overfunding Loans will be repaid upon the closing of an initial Business Combination or converted into Class A ordinary shares at a conversion price of $10.00 per Class A ordinary share (or a combination of both), at the Sponsor’s discretion, provided that any such conversion may not occur until August 22, 2022. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so. As of June 30, 2024 and December 31, 2023, the Company had $5,240,000 in borrowings under the First Overfunding Loan. 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 June 30, 2024 and December 31, 2023, the Company had no Promissory Notes 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, which does not bear interest on the unpaid principal balance and matures upon closing of the company’s initial business combination and shall be convertible at the election of the sponsor into warrants exercisable for one Class A ordinary share of the post-business combination company at a price of $1.00 per warrant. On March 1, 2024, the Company issued an unsecured convertible promissory note in the total principal amount of up to $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. The promissory notes do 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 June 30, 2024 and December 31, 2023, the Company had $1,280,000 and $380,000, respectively, in borrowings under the Promissory Notes. 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 note. 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 June 30, 2024 and December 31, 2023, the Company had no Administrative Services Agreement On June 23, 2022, the Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay such affiliate a total of $10,000 per month for secretarial and administrative support services provided to the Company through the earlier of consummation of the initial Business Combination and the Company’s liquidation. The Company incurred $30,000 and $60,000 in such fees included as general and administrative expenses on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2024. As of June 30, 2024, the Company fully paid for such services. The Company incurred $30,000 and $60,000 in such fees included as general and administrative expenses on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2023. As of June 30, 2023, the Company fully paid for such services. In addition, the Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [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 period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 Agreements In connection with the Extension Meeting to approve the Extension Amendment Proposal, the Company and Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties (the “Investors”), pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 8,530,242 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company in connection with the Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Class A Ordinary Shares of the Company, (i) the Sponsor agreed to surrender to the Company and forfeit for no consideration an aggregate of 1,279,536 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) of the Company and (ii) the Company agreed to issue or cause to be issued to Investors for no additional consideration an aggregate of 1,279,536 Class A Ordinary Shares of the Company, each in connection with the Company’s completion of its initial business combination. The Non-Redemption Agreements increased the amount of funds that remain in the Company’s Trust Account following the Extension Meeting. 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 capital to recognize the fair value of the shares transferred as an offering cost. The fair value of the Class A Ordinary Shares was based on a Monte Carlo model using the following significant inputs: December 27, Stock price $ 10.86 Volatility 40.00 % Term (years) 1.59 Risk-free rate 4.44 % Business Combination Agreement 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”),and Feather Sound II 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 II”, collectively with Merger Sub I, the “Merger Subs” and each a “Merger Sub”),entered into a business combination agreement (the “Business Combination Agreement”). Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, (i) immediately prior to the effective time of the First Merger (as defined below) (the “First Merger Effective Time”), Webull will effectuate the Company Capital Restructuring (as defined in the Business Combination Agreement), (ii) promptly following the Webull Capital Restructuring and at the First Merger Effective Time, Merger Sub I will merge with and into us (the “First Merger”), with us surviving the First Merger as a wholly owned subsidiary of Webull (sometimes referred to herein as the “Surviving Entity”), and (iii) promptly following the First Merger and at the effective time of the Second Merger (as defined below) (the “Second Merger Effective Time”), the Surviving Entity will merge with and into Merger Sub II (the “Second Merger”, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Webull. The Webull Capital Restructuring, the Mergers and each of the other transactions contemplated by the Business Combination Agreement or other transaction documents are collectively referred to as the “Transactions” or the “Business Combination”. Concurrently with the execution and delivery of the Business Combination Agreement, SPAC, Webull and Sponsor and certain directors (collectively, “SPAC Insiders”) have entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, each SPAC Insider agreed, among other things, (a) at any meeting of SPAC shareholders called to seek the SPAC Shareholders’ Approval or SPAC Shareholder Extension Approval (as defined in the Business Combination Agreement), or in connection with any written consent of SPAC shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions, such SPAC Insider (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause the SPAC Class B Ordinary Shares held by such SPAC Insider to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the SPAC Class B Ordinary Shares held by such SPAC Insider in favor of the SPAC Shareholders’ Approval or the SPAC Shareholder Extension Approval; and (b) subject to the exceptions set forth in the Sponsor Support Agreement, agreed to become subject to certain transfer restrictions with respect to (i) any Company Ordinary Shares held by each SPAC Insider immediately after the First Merger Effective Time (as defined in the Business Combination Agreement) during a period of twelve (12) months from and after the Closing Date (as defined in the Business Combination Agreement), (ii) Company Warrants or Class A Ordinary Shares underlying such warrants held by each SPAC Insiders immediately after the First Merger Effective Time until thirty (30) days after the Closing Date. 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 Agreements following the date of the Business Combination Agreement. In addition, on the terms and subject to the conditions of the Sponsor Support Agreement, Webull agreed to indemnify Sponsor and each other SPAC Insider for any U.S. federal (and applicable U.S. state and U.S. local) income taxes, together with any interests and penalties (the “Indemnifiable Amounts”) payable by Sponsor or the SPAC Insiders, as applicable, solely arising from or attributable to the failure of the Mergers (as defined in the Business Combination Agreement) to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or as an exchange described in Section 351 of the Code (the “Intended Tax Treatment”), provided, however, that the Company shall not have any liability in respect of any Indemnifiable Amounts to the extent that the aggregate amount of such Indemnifiable Amounts exceeds $5,000,000. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [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— no Class A Ordinary Shares— Class B Ordinary Shares— 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 the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued to any seller in 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant. 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 or the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.” |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [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 June 30, 2024 and December 31, 2023 by level within the fair value hierarchy: June 30, 2024 Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 112,441,231 $ — $ — December 31, 2023 Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 109,573,279 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 1,203,774 | $ (122,621) | $ 2,200,494 | $ 2,008,659 | $ 1,081,153 | $ 4,209,153 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 29, 2024, which contains the audited financial statements and notes thereto. |
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 to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. 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 |
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 unaudited condensed 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 unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of June 30, 2024 and December 31, 2023, 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 unaudited condensed 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 unaudited condensed 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 condensed 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 June 30, 2024 and December 31, 2023, 10,056,597 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed 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 capital (to the extent available) and accumulated deficit. As of June 30, 2024 and December 31, 2023, the amount of Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Plus: Accretion of carrying value to redemption value 2,300,710 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 219,846,528 Plus: Accretion of carrying value to redemption value 2,457,660 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 222,304,188 Plus: Accretion of carrying value to redemption value 2,875,342 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 225,179,530 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 2,936,613 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 Plus: Accretion of carrying value to redemption value 1,427,435 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 110,900,714 Plus: Accretion of carrying value to redemption value 1,440,517 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 112,341,231 |
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 Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 791,409 $ 412,365 $ 1,760,395 $ 440,099 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.08 $ 0.08 $ 0.08 $ 0.08 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 710,793 $ 370,360 $ 3,367,322 $ 841,831 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.07 $ 0.07 $ 0.16 $ 0.16 |
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 June 30, 2024 and December 31, 2023. 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 June 30, 2024 and December 31, 2023, 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 unaudited condensed 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 adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | As of June 30, 2024 and December 31, 2023, the amount of Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2022 217,545,818 Plus: Accretion of carrying value to redemption value 2,300,710 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 219,846,528 Plus: Accretion of carrying value to redemption value 2,457,660 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 222,304,188 Plus: Accretion of carrying value to redemption value 2,875,342 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 225,179,530 Less: Redemptions (118,642,864 ) Plus: Accretion of carrying value to redemption value 2,936,613 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 109,473,279 Plus: Accretion of carrying value to redemption value 1,427,435 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 110,900,714 Plus: Accretion of carrying value to redemption value 1,440,517 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 112,341,231 |
Schedule of Basic and Diluted Net Income per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 791,409 $ 412,365 $ 1,760,395 $ 440,099 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.08 $ 0.08 $ 0.08 $ 0.08 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 710,793 $ 370,360 $ 3,367,322 $ 841,831 Denominator: Weighted average ordinary shares outstanding—basic and diluted 10,056,597 5,240,000 20,960,000 5,240,000 Net income per ordinary share—basic and diluted $ 0.07 $ 0.07 $ 0.16 $ 0.16 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of Fair Value of the Class A Ordinary Shares | The fair value of the Class A Ordinary Shares was based on a Monte Carlo model using the following significant inputs: December 27, Stock price $ 10.86 Volatility 40.00 % Term (years) 1.59 Risk-free rate 4.44 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial 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 June 30, 2024 and December 31, 2023 by level within the fair value hierarchy: June 30, 2024 Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 112,441,231 $ — $ — December 31, 2023 Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 109,573,279 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity and Basis of Presentation (Details) - USD ($) | 6 Months Ended | ||||||
Mar. 01, 2024 | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 28, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 30, 2023 | |
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Net proceed from issuance of initial public offering | $ 214,800,000 | ||||||
Price per share (in Dollars per share) | $ 10.25 | ||||||
Fair market value percentage of net assets | 80% | ||||||
Issued and outstanding voting securities percentage | 50% | ||||||
Aggregate public share | 15% | ||||||
Redeem public share | 100% | ||||||
Redemption price per share (in Dollars per share) | $ 10.88 | ||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Residual assets per share (in Dollars per share) | $ 10.25 | ||||||
Cash | $ 126,179 | ||||||
Working capital deficit | 3,100,000 | ||||||
Borrowings | 1,280,000 | ||||||
Sponsor [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Sponsor to purchase founder shares payment amount | 25,000 | ||||||
Proceeds from loans | 300,000 | ||||||
Converted at the lender’s option into warrants | $ 1,500,000 | ||||||
Sponsor loaned amount | $ 380,000 | ||||||
Unsecured promissory note | $ 380,000 | ||||||
Warrants price (in Dollars per share) | $ 10 | ||||||
First Over Funding Loan [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Deposit amount | $ 5,000,000 | ||||||
Second Overfunding Loan [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Deposit amount | $ 240,000 | ||||||
Sponsor Note [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Unsecured convertible promissory note | $ 900,000 | ||||||
Price of per warrant (in Dollars per share) | $ 1 | ||||||
Additional Private Placement Warrants [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Sale of units price per unit (in Dollars per share) | $ 1 | ||||||
Warrants proceeds | $ 192,000 | ||||||
Sale of units (in Shares) | 192,000 | ||||||
Class A Ordinary Share [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Consummated warrants (in Shares) | 1,279,536 | ||||||
Right to redeem shares (in Shares) | 10,903,403 | ||||||
Aggregate redemption | $ 118,642,864 | ||||||
Warrant exercisable per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Initial Public Offering [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Consummated units (in Shares) | 20,000,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Gross proceeds | $ 200,000,000 | ||||||
Offering costs | 12,000,000 | ||||||
Deferred underwriting commissions | $ 7,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Additional units issued (in Shares) | 3,000,000 | ||||||
Sale of additional Units (in Shares) | 960,000 | ||||||
Forfeitures shares (in Shares) | 510,000 | ||||||
Consummated warrants (in Shares) | 960,000 | ||||||
Over-Allotment Option [Member] | Second Overfunding Loan [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Deposit amount | $ 240,000 | ||||||
Partial Over Allotment Exercise [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Deferred underwriting commissions | $ 336,000 | ||||||
Sale of additional Units (in Shares) | 960,000 | ||||||
Sale of units price per unit (in Dollars per share) | $ 10 | ||||||
Proceeds from over allotment option | $ 9,600,000 | ||||||
Private Placement [Member] | Warrant [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Price per share (in Dollars per share) | $ 1 | ||||||
Consummated warrants (in Shares) | 6,600,000 | ||||||
Warrants proceeds | $ 6,600,000 | ||||||
Public Shareholders [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Price per public share held in trust (in Dollars per share) | $ 10.25 | ||||||
Trust Account [Member] | |||||||
Description of Organization, Business Operations, Liquidity and Basis of Presentation [Line Items] | |||||||
Residual assets per share (in Dollars per share) | $ 10.25 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | ||
Aug. 09, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||
Federal deposit insurance corporation coverage limit (in Dollars) | $ 250,000 | ||
Cash equivalents (in Dollars) | |||
Maturity days | 185 days | ||
Class A Ordinary shares [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Ordinary shares subject to possible redemption | 10,056,597 | 10,056,597 | |
Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Private placement warrants | 17,272,000 | ||
Over-Allotment Option [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Forfeitures shares | 510,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - Class A Ordinary Shares [Member] - USD ($) | 3 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | $ 110,900,714 | $ 109,473,279 | $ 225,179,530 | $ 222,304,188 | $ 219,846,528 | $ 217,545,818 |
Redemptions | (118,642,864) | |||||
Accretion of carrying value to redemption value | 1,440,517 | 1,427,435 | 2,936,613 | 2,875,342 | 2,457,660 | 2,300,710 |
Class A ordinary shares subject to possible redemption | $ 112,341,231 | $ 110,900,714 | $ 109,473,279 | $ 225,179,530 | $ 222,304,188 | $ 219,846,528 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income per Ordinary Share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Ordinary Shares [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 791,409 | $ 1,760,395 | $ 710,793 | $ 3,367,322 |
Denominator: | ||||
Weighted average ordinary shares outstanding—basic | 10,056,597 | 20,960,000 | 10,056,597 | 20,960,000 |
Net income per ordinary share—basic | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Class B Ordinary Shares [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 412,365 | $ 440,099 | $ 370,360 | $ 841,831 |
Denominator: | ||||
Weighted average ordinary shares outstanding—basic | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 |
Net income per ordinary share—basic | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Ordinary Shares [Member] | ||||
Summary of Basic and Diluted Net Income per Ordinary Share [Line Items] | ||||
Weighted average ordinary shares outstanding— diluted | 10,056,597 | 20,960,000 | 10,056,597 | 20,960,000 |
Net income (loss) per ordinary share— diluted | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Class B Ordinary Shares [Member] | ||||
Summary of Basic and Diluted Net Income per Ordinary Share [Line Items] | ||||
Weighted average ordinary shares outstanding— diluted | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 |
Net income (loss) per ordinary share— diluted | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 28, 2022 | Jun. 30, 2024 |
Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Class A ordinary shares | 0.5 | |||
Class A Ordinary Shares [Member] | Warrant [Member] | ||||
Initial Public Offering [Line Items] | ||||
Class A ordinary shares | 1 | |||
Class A Ordinary Shares [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Public warrant | 1 | |||
Share price (in Dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Consummated units | 20,000,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Generating gross proceeds (in Dollars) | $ 200,000,000 | |||
Offering costs (in Dollars) | 12,000,000 | |||
Deferred underwriting commissions (in Dollars) | $ 7,000,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Price per unit (in Dollars per share) | $ 10 | |||
Additional units issued | 3,000,000 | |||
Sale of additional Units | 960,000 | |||
Forfeitures shares | 510,000 | |||
Partial OverAllotment Exercise [Member] | ||||
Initial Public Offering [Line Items] | ||||
Price per unit (in Dollars per share) | $ 10 | |||
Deferred underwriting commissions (in Dollars) | $ 336,000 | |||
Sale of additional Units | 960,000 | |||
Additional gross proceeds (in Dollars) | $ 9,600,000 | |||
Share price (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Oct. 30, 2023 | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 23, 2022 | May 05, 2022 | Feb. 24, 2022 | Dec. 09, 2021 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 28, 2022 | |
Related Party Transactions [Line Items] | ||||||||||||||||
Borrowings | $ 5,240,000 | $ 5,240,000 | ||||||||||||||
Receivable loan amount | $ 644,000 | |||||||||||||||
Borrowings under promissory note | $ 1,280,000 | 1,280,000 | 380,000 | |||||||||||||
Second Overfunding Loan [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Deposit amount | $ 240,000 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Sponsor loan | $ 900,000 | |||||||||||||||
Warrants price per share (in Dollars per share) | $ 1 | |||||||||||||||
Extension Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Borrowings | ||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Warrants issued (in Shares) | 6,792,000 | 6,792,000 | 6,792,000 | |||||||||||||
Proceeds from warrants | $ 192,000 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Loan amount | 300,000 | |||||||||||||||
Borrowed amount | $ 300,000 | |||||||||||||||
Sponsor [Member] | Overfunding Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Sponsor loan | $ 5,000,000 | |||||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
Borrowings | ||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Sponsor loan | $ 380,000 | |||||||||||||||
Conversion price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||||||||||||
Receivable loan amount | $ 380,000 | |||||||||||||||
Warrant exercisable (in Shares) | 1 | 1 | 1 | |||||||||||||
Borrowings under promissory note | $ 1,280,000 | $ 1,280,000 | $ 380,000 | |||||||||||||
Sponsor [Member] | Extension Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Additional amount per share (in Dollars per share) | $ 0.1 | $ 0.1 | ||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Warrants issued (in Shares) | 6,600,000 | 6,600,000 | ||||||||||||||
Warrants price per share (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Proceeds from warrants | $ 6,600,000 | |||||||||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Percentage of shares issued and outstanding | 20% | 20% | ||||||||||||||
Sponsor [Member] | Administration and Support Services [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Fees included as general and administrative expenses | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | ||||||||||||
Sponsor [Member] | Business combination [Member] | Extension Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Business combination share price (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Affiliate of Sponsor [Member] | Secretarial and Administration Support Services [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Secretarial and administrative support services | $ 10,000 | |||||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Surrendered and thereupon cancelled shares (in Shares) | 1,437,500 | 1,437,500 | ||||||||||||||
Shares outstanding (in Shares) | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 | ||||||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Shares outstanding (in Shares) | 5,750,000 | 5,750,000 | ||||||||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 8,625,000 | |||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | |||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||
Shares outstanding (in Shares) | 5,750,000 | |||||||||||||||
Forfeited shares (in Shares) | 750,000 | |||||||||||||||
Class B Ordinary Shares [Member] | Independent Director Nominees [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Shares aggregate (in Shares) | 90,000 | |||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 1,279,536 | |||||||||||||||
Par value per share (in Dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Shares outstanding (in Shares) | ||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Closing price (in Dollars per share) | $ 12 | |||||||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Overfunding Loans [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | |||||||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Partial OverAllotment Exercise [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Sold an additional units (in Shares) | 960,000 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 960,000 | |||||||||||||||
Sold an additional units (in Shares) | 960,000 | |||||||||||||||
Forfeitures shares (in Shares) | 510,000 | |||||||||||||||
Over-Allotment Option [Member] | Second Overfunding Loan [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Deposit amount | $ 240,000 | |||||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||
Warrants issued (in Shares) | 192,000 | 192,000 | ||||||||||||||
Warrants price per share (in Dollars per share) | $ 1 | $ 1 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |||
Jul. 20, 2022 | Jun. 30, 2024 | Mar. 01, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||||
Underwriting discount (in Dollars per share) | $ 0.2 | |||
Deferred underwriting commissions per unit (in Dollars per share) | $ 0.35 | |||
Deferred underwriting commissions value | $ 7,000,000 | |||
Advisory fee | 400,000 | |||
Deferred advisory fee | 700,000 | |||
Additional fee paid | $ 192,000 | |||
Indemnifiable amounts | $ 5,000,000 | |||
Underwriter [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Deferred underwriting and advisory commissions | $ 336,000 | |||
Class A Ordinary Share [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Shares subject to redemption (in Shares) | 8,530,242 | |||
Common stock, Par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stock issued during the period shares (in Shares) | 1,279,536 | |||
Aggregate fair value price per share (in Dollars per share) | $ 0.21 | |||
Class A Ordinary Share [Member] | Investor [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Stock issued during period, value, new issues | $ 274,826 | |||
Class B Ordinary Shares [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Shares subject to redemption (in Shares) | 1,279,536 | |||
Common stock, Par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Common stock forfeiture (in Shares) | 2,000,000 | |||
IPO [Member] | Underwriter [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Underwriting value | $ 4,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Fair Value of the Class A Ordinary Shares - Class A Ordinary Shares [Member] - Non Redemption Agreement [Member] | Dec. 27, 2023 |
Stock price [Member] | |
Schedule of Fair Value of the Class A Ordinary Shares [Line Items] | |
Fair Value | 10.86 |
Volatility [Member] | |
Schedule of Fair Value of the Class A Ordinary Shares [Line Items] | |
Fair Value | 40 |
Term [Member] | |
Schedule of Fair Value of the Class A Ordinary Shares [Line Items] | |
Fair Value | 1.59 |
Risk-free rate [Member] | |
Schedule of Fair Value of the Class A Ordinary Shares [Line Items] | |
Fair Value | 4.44 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit (Details) - $ / shares | 6 Months Ended | ||||||
Jun. 30, 2024 | Aug. 09, 2022 | Jul. 20, 2022 | Jun. 30, 2024 | Mar. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Preference shares, shares authorized | 990,000 | 990,000 | 990,000 | ||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preference shares, issued | |||||||
Preference shares outstanding | |||||||
Warrants expire years | 5 years | 5 years | |||||
Percentage of public warrants | 115% | 115% | |||||
Public Warrants [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Private Placement Warrants outstanding | 10,480,000 | 10,480,000 | 10,480,000 | ||||
Exercise price per share (in Dollars per share) | $ 9.2 | ||||||
Percentage of public warrants | 180% | 180% | |||||
Per share redemption (in Dollars per share) | $ 18 | ||||||
Price per warrant (in Dollars per share) | $ 0.01 | ||||||
Private Placement Warrants [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Private Placement Warrants outstanding | 6,792,000 | 6,792,000 | 6,792,000 | ||||
Class A Ordinary Shares [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Common stock, shares authorized | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares outstanding | 10,056,597 | 10,056,597 | 10,056,597 | ||||
Common stock, shares issued | |||||||
Common stock, shares outstanding | |||||||
Additional units | 1,279,536 | ||||||
Total equity proceed | 60% | 60% | |||||
Class A Ordinary Shares [Member] | Public Warrants [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Exceeds per share (in Dollars per share) | $ 18 | ||||||
Class B Ordinary Shares [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Common stock, shares authorized | 999,000,000 | 999,000,000 | 999,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 | |||
Common stock, shares outstanding | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 | |||
Aggregate shares | 750,000 | 750,000 | |||||
Percentage of conversion of shares | 20% | 20% | |||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |||||
Shares issued percentage | 20% | 20% | |||||
Over-Allotment Option [Member] | |||||||
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit [Line Items] | |||||||
Additional units | 960,000 | ||||||
Forfeitures shares | 510,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | ||
Transfers level |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets that are Measured at Fair Value on a Recurring Basis - Money Market Funds [Member] - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account – Money Market Funds | $ 112,441,231 | $ 109,573,279 |
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account – Money Market Funds | ||
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account – Money Market Funds |