Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | DENALI CAPITAL ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001913577 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41351 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1659463 | |
Entity Address, Address Line One | 437 Madison Avenue | |
Entity Address, Address Line Two | 27th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (646) | |
Local Phone Number | 978-5180 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A ordinary share and one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | DECAU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | DECA | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | DECAW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 4,537,829 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,062,500 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 13,460 | $ 819,747 |
Prepaid expenses | 22,190 | 88,089 |
Total Current Assets | 35,650 | 907,836 |
Investments held in Trust Account | 90,111,334 | 85,371,600 |
Total Assets | 90,146,984 | 86,279,436 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 3,743,309 | 1,291,641 |
Accrued interest expense – others | 8,897 | |
Promissory note – others | 825,000 | |
Total Current Liabilities | 5,079,996 | 1,291,641 |
Deferred underwriter compensation | 2,887,500 | 2,887,500 |
Total Liabilities | 7,967,496 | 4,179,141 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption; 8,250,000 shares at redemption value of $10.92 and $10.35 per share as of September 30, 2023, and December 31, 2022, respectively | 90,111,334 | 85,371,600 |
Shareholders’ Deficit: | ||
Preference shares $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (7,932,103) | (3,271,562) |
Total Shareholders’ Deficit | (7,931,846) | (3,271,305) |
Total Liabilities, Temporary Equity and Shareholders’ Deficit | 90,146,984 | 86,279,436 |
Class A Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares value | 51 | 51 |
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares value | 206 | 206 |
Related Party | ||
Current Liabilities: | ||
Accrued interest expense – related party | 10,290 | |
Promissory note – related party | $ 492,500 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, subject to possible redemption shares | 8,250,000 | 8,250,000 |
Ordinary shares subject to possible redemption per share (in Dollars per share) | $ 10.92 | $ 10.35 |
Ordinary shares, per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 510,000 | 510,000 |
Ordinary shares, shares outstanding | 510,000 | 510,000 |
Class B Ordinary Shares | ||
Ordinary shares, per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 2,062,500 | 2,062,500 |
Ordinary shares, shares outstanding | 2,062,500 | 2,062,500 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and operating costs | $ 505,905 | $ 72,961 | $ 2,991,344 | $ 229,983 |
Other expense/(income) | ||||
Interest expense | 14,738 | 19,197 | ||
Income on Trust Account | (1,151,229) | (380,429) | (3,089,734) | (495,261) |
Net income | $ 630,586 | $ 307,468 | $ 79,193 | $ 265,278 |
Redeemable Common Stock | ||||
Other expense/(income) | ||||
Weighted average shares outstanding, basic (in Shares) | 8,250,000 | 8,250,000 | 8,250,000 | 5,305,762 |
Basic net loss per share (in Dollars per share) | $ 0.12 | $ 0.04 | $ 0.14 | $ 0.93 |
Non Redeemable Common Stock | ||||
Other expense/(income) | ||||
Weighted average shares outstanding, basic (in Shares) | 2,572,500 | 2,572,500 | 2,572,500 | 2,121,441 |
Basic net loss per share (in Dollars per share) | $ (0.12) | $ (0.01) | $ (0.43) | $ (2.2) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Common Stock | ||||
Weighted average shares outstanding, diluted | 8,250,000 | 8,250,000 | 8,250,000 | 5,305,762 |
Diluted net loss per share | $ 0.12 | $ 0.04 | $ 0.14 | $ 0.93 |
Non Redeemable Common Stock | ||||
Weighted average shares outstanding, diluted | 2,572,500 | 2,572,500 | 2,572,500 | 2,121,441 |
Diluted net loss per share | $ (0.12) | $ (0.01) | $ (0.43) | $ (2.20) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Jan. 04, 2022 | |||||
Balance (in Shares) at Jan. 04, 2022 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 216 | 24,784 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 2,156,250 | ||||
Net income (loss) | (11,343) | (11,343) | |||
Balance at Mar. 31, 2022 | $ 216 | 24,784 | (11,343) | 13,657 | |
Balance (in Shares) at Mar. 31, 2022 | 2,156,250 | ||||
Balance at Jan. 04, 2022 | |||||
Balance (in Shares) at Jan. 04, 2022 | |||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 16,606,797 | ||||
Net income (loss) | 265,278 | ||||
Balance at Sep. 30, 2022 | $ 51 | $ 206 | (1,860,555) | (1,860,298) | |
Balance (in Shares) at Sep. 30, 2022 | 510,000 | 2,062,500 | |||
Balance at Mar. 31, 2022 | $ 216 | 24,784 | (11,343) | 13,657 | |
Balance (in Shares) at Mar. 31, 2022 | 2,156,250 | ||||
Proceeds from sale of Public Units | $ 750 | 74,999,250 | 75,000,000 | ||
Proceeds from sale of Public Units (in Shares) | 7,500,000 | ||||
Proceeds from sale of Public Units-overallotment | $ 75 | 7,499,925 | 7,500,000 | ||
Proceeds from sale of Public Units-overallotment (in Shares) | 750,000 | ||||
Proceeds from sale of Private Placement Units | $ 48 | 4,799,952 | 4,800,000 | ||
Proceeds from sale of Private Placement Units (in Shares) | 480,000 | ||||
Proceeds from sale of Private Placement Units-overallotment | $ 3 | 299,997 | 300,000 | ||
Proceeds from sale of Private Placement Units-overallotment (in Shares) | 30,000 | ||||
Deferred underwriting fees payable at 3.5% of gross proceeds | (2,887,500) | (2,887,500) | |||
Underwriter’s Discount at 2% of gross proceeds | (1,650,000) | (1,650,000) | |||
Other deferred offering costs | (567,815) | (567,815) | |||
Initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid in capital | $ (825) | (72,525,774) | (72,526,599) | ||
Initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid in capital (in Shares) | (8,250,000) | ||||
Allocation of offering costs to Class A ordinary shares subject to possible redemption | 4,488,135 | 4,488,135 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | (14,480,964) | (1,630,572) | (16,111,536) | ||
Forfeiture of Class B ordinary shares | $ (10) | 10 | |||
Forfeiture of Class B ordinary shares (in Shares) | (93,750) | ||||
Net income (loss) | (30,847) | (30,847) | |||
Balance at Jun. 30, 2022 | $ 51 | $ 206 | (1,672,762) | (1,672,505) | |
Balance (in Shares) at Jun. 30, 2022 | 510,000 | 2,062,500 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 380,429 | ||||
Net income (loss) | 307,468 | 307,468 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) | (495,261) | (495,261) | |||
Balance at Sep. 30, 2022 | $ 51 | $ 206 | (1,860,555) | (1,860,298) | |
Balance (in Shares) at Sep. 30, 2022 | 510,000 | 2,062,500 | |||
Balance at Dec. 31, 2022 | $ 51 | $ 206 | (3,271,562) | (3,271,305) | |
Balance (in Shares) at Dec. 31, 2022 | 510,000 | 2,062,500 | |||
Net income (loss) | (1,009,102) | (1,009,102) | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) | (912,646) | (912,646) | |||
Balance at Mar. 31, 2023 | $ 51 | $ 206 | (5,193,310) | (5,193,053) | |
Balance (in Shares) at Mar. 31, 2023 | 510,000 | 2,062,500 | |||
Balance at Dec. 31, 2022 | $ 51 | $ 206 | (3,271,562) | (3,271,305) | |
Balance (in Shares) at Dec. 31, 2022 | 510,000 | 2,062,500 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 4,739,734 | ||||
Net income (loss) | 79,193 | ||||
Balance at Sep. 30, 2023 | $ 51 | $ 206 | (7,932,103) | (7,931,846) | |
Balance (in Shares) at Sep. 30, 2023 | 510,000 | 2,062,500 | |||
Balance at Mar. 31, 2023 | $ 51 | $ 206 | (5,193,310) | (5,193,053) | |
Balance (in Shares) at Mar. 31, 2023 | 510,000 | 2,062,500 | |||
Net income (loss) | 457,709 | 457,709 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) | (1,850,859) | (1,850,859) | |||
Balance at Jun. 30, 2023 | $ 51 | $ 206 | (6,586,460) | (6,586,203) | |
Balance (in Shares) at Jun. 30, 2023 | 510,000 | 2,062,500 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 1,976,229 | ||||
Net income (loss) | 630,586 | 630,586 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) | (1,976,229) | (1,976,229) | |||
Balance at Sep. 30, 2023 | $ 51 | $ 206 | $ (7,932,103) | $ (7,931,846) | |
Balance (in Shares) at Sep. 30, 2023 | 510,000 | 2,062,500 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Parentheticals) | 3 Months Ended |
Jun. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | |
Percentage of gross proceeds from deferred underwriting fees | 3.50% |
Percentage of gross proceeds from Underwriter’s Discount | 2% |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 79,193 | $ 265,278 |
Formation costs paid by the related party | 11,343 | |
Income on Trust Account | (3,089,734) | (495,261) |
Changes in current assets and liabilities: | ||
Prepaid expenses | 65,899 | (132,427) |
Accounts payable and accrued expenses | 2,451,668 | 90,803 |
Accrued interest expense – related party | 10,290 | |
Accrued interest expense – others | 8,897 | |
Net cash used in operating activities | (473,787) | (260,264) |
Cash flows from investing activities: | ||
Investment held in Trust Account | (825,000) | (84,150,000) |
Net cash used in investing activities | (825,000) | (84,150,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory note to related party | 492,500 | 80,000 |
Payment of promissory note to related party | (80,000) | |
Proceeds from related party | 25,000 | |
Payment to related party | (240,020) | |
Proceeds from issuance of Private Placement Units | 5,100,000 | |
Proceeds from issuance of Public Units through public offering | 82,500,000 | |
Payment of offering costs | (339,138) | |
Payment of underwriter’s discount | (1,650,000) | |
Net cash provided by financing activities | 492,500 | 85,395,842 |
Net change in cash | (806,287) | 985,578 |
Cash at beginning of period | 819,747 | |
Cash at end of period | 13,460 | 985,578 |
Supplemental information for non-cash financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering cost settled through the related party payables | 203,677 | |
Deferred offering cost charged to additional paid-in capital | 567,815 | |
Allocation of offering costs to Class A ordinary shares subject to redemption | 4,488,135 | |
Reclassification of Class A ordinary shares subject to redemption | 72,526,599 | |
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 16,111,536 | |
Increase in investment held in Trust Account through issuance of promissory note | 825,000 | |
Subsequent measurement of Common stock subject to possible redemption | 4,739,734 | 495,261 |
Deferred underwriter fee charged to additional paid-in capital | 2,887,500 | |
Forfeiture of Class B ordinary shares | $ 10 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Operation [Abstract] | |
ORGANIZATION AND BUSINESS OPERATION | NOTE 1 – ORGANIZATION AND BUSINESS OPERATION Denali Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on January 5, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 5, 2022 (inception) through September 30, 2023, relates to the Company’s organizational activities, those necessary to prepare for and complete the initial public offering (“IPO”), identifying a target company for a business combination, and activities in connection with the proposed Longevity Business Combination. The Company does not expect to generate any operating revenues until after the completion of an initial Business Combination. The Company is generating non-operating income in the form of income from the investment of proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units (including over-allotment of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $82,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 510,000 units (including over-allotment of 30,000 units) (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement generating gross proceeds of $5,100,000, which is described in Note 4. Transaction costs amounted to $5,105,315, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriters’ fees and $567,815 of other offering costs, and were all initially charged to shareholders’ equity. Trust Account Following the consummation of the IPO on April 11, 2022, a total of $84,150,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited in a trust account (the “Trust Account”). The net proceeds were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Further, on April 12, 2023, the Company issued a press release announcing that it deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor in the form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance at that time, in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current deadline of April 11, 2023 to July 11, 2023. On July 13, 2023, the Company issued a press release announcing that an aggregate of $825,000 has been deposited into the Company’s Trust Account in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current deadline of July 11, 2023 to October 11, 2023. Furthermore, subsequently, on October 11, 2023, the Company issued another press release announcing that the Company’s shareholders extended the date by which the Company must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time (the “Extension”). The Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company’s initial business combination has occurred, and hence, an aggregate of $50,000 has been deposited into the Company’s Trust Account in order to extend the period of time it has to consummate a business combination by an additional month, from the current deadline of October 11, 2023 to November 11, 2023. During the shareholder’s meeting held on October 11, 2023, shareholders holding 3,712,171 public shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $40.5 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company had 4,537,829 public shares outstanding. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Business Combination The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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. The Public Shareholders will be entitled to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination (initially anticipated to be $10.20 per Public Unit, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”)) either prior to or upon consummation of an initial Business Combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to the Business Combination. In shareholders’ meeting held on October 11, 2023, it was resolved to eliminate this limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). If the Company is unable to complete the initial Business Combination within the Combination Period, including Extension (refer to Note 9), 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 and not previously released to the Company to pay the Company’s franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The founder shares are designated as Class B ordinary shares (the “founder shares”) and, except as described below, are identical to the Public Shares, and holders of founder shares have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the founder shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination, and holders of a majority of the founder shares may remove a member of the board of directors for any reason, (ii) the founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination by November 11, 2023, (refer to Note 9) and (C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination by November 11, 2023 (refer to Note 9), although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame, (iv) the founder shares will automatically convert into Public Shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof, and (v) the founder shares are entitled to registration rights. If the Company submits its initial Business Combination to its Public Shareholders for a vote, the Sponsor and each member of the Company’s management team have agreed to vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. During an extraordinary general meeting held on October 11, 2023, a proposal was approved that Class A ordinary shares will be issued to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”). No such conversions have been made as of the date of this filing. Further, such Class A ordinary shares do not possess redemption rights. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who 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 underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. On January 25, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Longevity Biomedical, Inc., a Delaware corporation (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative (the “Seller Representative”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Longevity Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC, (i) Denali Merger Sub will merge with and into the Company (the “Denali Merger”), with the Company as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger”), with Longevity as the surviving company of the Longevity Merger. Following the Mergers, each of Longevity and the Company will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the “Closing”), Holdco will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol “LBIO.” The consummation of the proposed Longevity Business Combination is subject to certain conditions as further described in the Merger Agreement. Although there is no assurance that the Company will be able to successfully effect a Business Combination, the Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of certain other conditions. In connection with the execution of the Merger Agreement, the sole stockholder of Longevity (the “Voting Stockholder”) has entered into a Voting and Support Agreement (the “Longevity Support Agreement”), pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Transactions. The Voting Stockholder holds sufficient shares of Longevity to cause the approval of the Transactions on behalf of Longevity. In connection with the execution of the Merger Agreement, the Company, Longevity and the Sponsor have entered into a Voting and Support Agreement (the “Sponsor Support Agreement”). The Sponsor Support Agreement provides that the Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Merger Agreement, (ii) to appear at the purchaser special meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the proposed transactions contemplated by the Merger Agreement, (iv) to not redeem any of the Company’s ordinary shares held by it that may be redeemed, and (v) to waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In support of the Transactions, the Sponsor and FutureTech Capital LLC, a Delaware limited liability company and an entity controlled by Yuquan Wang, the Chairman of the Board of Longevity (“FutureTech”), entered into a Sponsor Membership Interest Purchase Agreement dated November 8, 2022 (the “MIPA”). FutureTech currently holds notes payable from Longevity that are convertible into shares of Longevity common stock, and is also an affiliate of a significant group of stockholders of Cerevast Medical, Inc. Pursuant to the MIPA, FutureTech agreed to purchase 625,000 Class B units of membership interests in the Sponsor (“Sponsor Membership Units”) for a total purchase price of $5 million, $2 million of which had been paid in exchange for 250,000 Sponsor Membership Units as of the date of the Merger Agreement. Pursuant to the MIPA, FutureTech has agreed to pay the $3 million balance of the purchase price for the remaining 375,000 Sponsor Membership Units no later than two business days prior to the closing of the Longevity Business Combination. Each Sponsor Membership Unit entitles FutureTech to receive one Class B ordinary share held by the Sponsor, each of which will convert into one share of Holdco common stock at the closing of the Longevity Business Combination. FutureTech also agreed pursuant to the MIPA to pay any extension fees required to extend the time to close the Longevity Business Combination and to reimburse the Sponsor’s incurred expenses related to the Longevity Business Combination if the Longevity Business Combination does not close. On January 26, 2023, the Company filed a Form 8-K/A with the SEC to report the Merger Agreement and other legal agreements relating to the Longevity Business Combination. On March 29, 2023, Holdco filed a Form S-4 with the SEC to register shares of its common stock that will be issued in connection with the business combination contemplated by the Merger Agreement, as being further amended by Amendment Nos. 1, 2, 3 and 4 thereto, filed with the SEC on May 31, 2023, July 13, 2023, September 1, 2023 and October 20, 2023, respectively. On April 11, 2023, the parties to the Merger Agreement and the Sponsor entered into an Amendment to and Consent under the Merger Agreement (the “Amendment”). The Amendment provides for the consent from the Company and the Seller Representative to the execution and issuance of the Convertible Promissory Note (as defined below) by the Company and amends the Merger Agreement to provide that the repayment of such Convertible Promissory Note by the Company at the closing of the business combination will not be given effect when calculating the Minimum Cash Amount (as defined in the Merger Agreement) for purposes of the minimum cash closing condition. On April 11, 2023, the Company issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at the Company’s request prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note bears an interest equivalent to the lowest short-term Applicable Federal Rate and matures upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company. At the option of the Sponsor, upon consummation of a business combination, the Convertible Promissory Note may be converted in whole or in part into additional Class A ordinary shares of the Company, at a conversion price of $10 per ordinary share (the “Conversion Shares”). The terms of the Conversion Shares will be identical to those of the private placement shares issuable upon conversion of the Private Placement Units that were issued to the Sponsor in connection with the IPO (the “Private Placement Shares”). In the event that we do not consummate a business combination, the Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On April 12, 2023, the Company issued a press release announcing that it deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor in the form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance at that time, in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current deadline of April 11, 2023 to July 11, 2023. On July 11, 2023, the Company issued a convertible promissory note (the “FutureTech Convertible Promissory Note”) in the total principal amount of $825,000 to FutureTech. The FutureTech Convertible Promissory Note bears an interest equivalent to the lowest short-term Applicable Federal Rate and matures upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company. At the option of FutureTech, upon consummation of a business combination, the FutureTech Convertible Promissory Note may be converted in whole or in part into Conversion Shares. The terms of the Conversion Shares will be identical to those of the Private Placement Shares. In the event that the Company does not consummate a business combination, the FutureTech Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On July 13, 2023, the Company issued a press release announcing that an aggregate of $825,000 had been deposited into the Company’s Trust Account, this amount being a loan from the FutureTech Convertible Promissory Note issued on July 11, 2023, in order to extend the period of time it has to consummate a business combination by an additional three months, from then current deadline of July 11, 2023 to October 11, 2023 (the “Extension”). On August 23, 2023, HoldCo entered into a Subscription Agreement (the “Subscription Agreement”) with FutureTech, pursuant to which, among other things, FutureTech agreed to subscribe for and purchase, and Holdco agreed to issue and sell to FutureTech, 1,800,000 shares of Holdco’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price equal to $10.00 per share (the “Private Offering”) in connection with a financing effort related to the proposed business combination to be effected pursuant to the Merger Agreement. The closing of the Private Offering is contingent upon the concurrent consummation of the Business Combination. Pursuant to the Merger Agreement, the parties thereto agreed that the obligations of Longevity to consummate the Business Combination are subject to satisfaction or waiver by Longevity of the condition that the aggregate unrestricted cash proceeds available, after giving effect to the payment of certain of the Company’s and Longevity’s transaction expenses, to fund the balance sheet of the Company be at least $30,000,000 (the “Minimum Cash Condition”). On August 29, 2023, Longevity agreed to waive such Minimum Cash Condition irrevocably and unconditionally. On October 11, 2023, the Company issued another convertible promissory note in the total principal amount of up to $450,000 to FutureTech (“Payee”). The Convertible Promissory Note was issued with an initial principal balance of $50,000, with the remaining $400,000 drawable at the Company’s request and upon the consent of FutureTech prior to the maturity of the Convertible Promissory Note. Such Convertible Promissory Note bears an interest equivalent to the lowest short-term Applicable Federal Rate. Consequently, $50,000 of such amount has been utilized to fund the required payment in order to extend the period of time to consummate a business combination by another month from current deadline of October 11, 2023 to November 11, 2023. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to the total principal amount of this Note, in whole or in part, into Class A ordinary shares in the capital of the Company (each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the private placement shares issued to the Sponsor at the time of the Company’s IPO. Liquidity, Capital Resources and Going Concern Consideration The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note (the “Promissory Note”) from the Sponsor of up to $400,000 (see Note 5) which was fully repaid on April 12, 2022. Subsequent to the consummation of the IPO and sale of the Private Placement Units on April 11, 2022, a total of $84,150,000 was placed in the Trust Account, and the Company had $1,515,795 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, the Company incurred $5,105,315 in transaction costs, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriting fees and $567,815 of other offering costs. As of September 30, 2023, the Company had marketable securities held in the Trust Account of $90,111,334. The Company intends to use substantially all of the remaining funds held in the Trust Account (after the redemption discussed above), including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete the Business Combination. To the extent that the Company’s share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue the Company’s growth strategies. As of September 30, 2023, the Company had cash of $13,460 outside of the Trust Account. If the Company does not complete the Longevity Business Combination, it intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. As described above, on January 25, 2023 and as amended on April 11, 2023, the Company entered into a Merger Agreement, by and among Longevity, Holdco, Denali Merger Sub, Longevity Merger Sub, and the Seller Representative. As of September 30, 2023, the Company had a working capital deficit of $5,044,346. In order to fund working capital deficiencies or 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, it would repay such loaned amounts without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. On April 11, 2023, the Company issued the Convertible Promissory Note in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at the Company’s request prior to the maturity of the Convertible Promissory Note. On July 18, 2023, the Sponsor lent another $80,000 to the Company, resulting in the principal amount of the Convertible Promissory Note being increased to $492,500 and the available borrowing capacity being reduced to $332,500. As of September 30, 2023, there was an amount of $492,500 outstanding under Working Capital Loans in the form of the Convertible Promissory Note issued to Sponsor. Further, an amount of $10,290 with interest at 4.86% on amount borrowed from the Sponsor was recognized as accrued interest expense – related party as of September 30, 2023. On October 12, 2023, the Sponsor lent another $150,000 to the Company, resulting in the principal amount of the Sponsor Convertible Promissory Note being increased to $642,500. On July 11, 2023, the Company issued a FutureTech Convertible Promissory Note in the total principal amount of $825,000 to FutureTech and 100% of such amount has been utilized to fund the required payment in order to extend the period of time to consummate a business combination from the then current deadline of July 11, 2023 to October 11, 2023. On October 11, 2023, the Company issued another convertible promissory note in the total principal amount of up to $450,000 to FutureTech. The Convertible Promissory Note was issued with an initial principal balance of $50,000, with the remaining $400,000 drawable at the Company’s request and upon the consent of FutureTech prior to the maturity of the Convertible Promissory Note. Consequently, $50,000 of such amount has been utilized to fund the required payment in order to extend the period of time to consummate a business combination by another month from the then current deadline of October 11, 2023 to November 11, 2023. As of September 30, 2023, there was an amount of $825,000 outstanding in the form of the Convertible Promissory Note issued to FutureTech. Further, an amount of $8,897 with interest at 4.80% on amount borrowed from Futuretech for the |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s report on Form 10-K filed with the SEC on March 17, 2023. The condensed consolidated Balance Sheet as of December 31, 2022 presented in this Form 10-Q has been derived from the audited Balance Sheet filed in the aforementioned Form 10-K. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any future interim periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Any intercompany transactions and balances have been eliminated in consolidation. Emerging Growth Company Status 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 auditor 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 non-binding 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents on September 30, 2023 and December 31, 2022. Investment Held in Trust Account The Company’s portfolio of investment held in the Trust Account is comprised of an investment in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities are included in income on Trust Account in the accompanying condensed consolidated statements of operations. The fair values of investment held in the Trust Account are determined using available market information. Offering Costs Offering costs incurred during the period up to IPO date, were $5,105,315 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and were initially charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between the Public Shares and Public Warrants (as defined below in Note 3) based on the relative fair values of the Public Shares and Public Warrants. Accordingly, $4,488,135 was allocated to the Public Shares and charged to temporary equity, and $617,180 was allocated to Public Warrants and charged to shareholders’ deficit during the three months ended June 30, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for 8,250,000 Public Warrants (as defined in Note 3) and 510,000 Private Placement Warrants (as defined in Note 4) as equity-classified instruments. Convertible Debt The Company issues debt that may have conversion features. Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the embedded derivative using the Black Scholes method upon the date of issuance. If the fair value of the embedded derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. The derivative shall be recorded at fair value as liability and the carrying value assigned to the host contract represents the difference between the previous carrying amount of the hybrid instrument and the fair value of the derivative; therefore, there is no gain or loss from the initial recognition and measurement of an embedded derivative that is accounted for separately from its host contract. Convertible debt – beneficial conversion feature Convertible debt – contingent beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF (including Contingent BCF), the convertible debt is treated as traditional debt. The conversion feature in convertible promissory note issued by the Company on April 11, 2023 and July 11, 2023 does not qualify for either the derivative treatment or for BCF. These have been treated as Contingent BCF which shall not be recognized in the earnings until the contingency is resolved. These convertible promissory notes are presented as traditional debt as of September 30, 2023 in the unaudited condensed consolidated balance sheets. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and are subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Refer to Note 9 Subsequent Events for redemptions after September 30, 2023. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital or accumulated deficit if additional paid-in capital equals to zero. As of September 30, 2023 and December 31, 2022, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from the IPO $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,221,600 Ordinary shares subject to possible redemption – December 31, 2022 85,371,600 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 912,646 Ordinary shares subject to possible redemption – March 31, 2023 86,284,246 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,025,859 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – June 30, 2023 88,135,105 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,151,229 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – September 30, 2023 $ 90,111,334 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Net Income/(Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per redeemable and non-redeemable ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding between the redeemable and non-redeemable shares during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 93,750 founder shares that were forfeited during the three months ended June 30, 2022, due to the underwriters’ partial exercise of their over-allotment option. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less dividends paid. The Company then allocated the undistributed income (loss) based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Subsequent measurement adjustments recorded pursuant to ASC 480-10-S99-3A related to redeemable shares are treated in the same manner as dividends on non-redeemable shares. Class A ordinary shares are redeemable at a price determined by the Trust Account held by the Company. This redemption price is not considered a redemption at fair value. Accordingly, the adjustments to the carrying amount are reflected in the Earnings Per Share (“EPS”) using the two-class method. The Company has elected to apply the two-class method by treating the entire periodic adjustment to the carrying amount of the Class A ordinary shares subject to possible redemption like a dividend. Based on the above, any remeasurement of redemption value of the Class A ordinary shares subject to possible redemption is considered to be dividends paid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). Further, Convertible Promissory Notes are also contingently exercisable upon the consummation of the initial Business Combination. For EPS purpose, the warrants and notes are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved. As of September 30, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the unaudited condensed consolidated statements of operations is based on the following: Three Nine Three January 5, Net income $ 630,586 $ 79,193 $ 307,468 $ 265,278 Accretion of temporary equity to redemption value (1,976,229 ) (4,739,734 ) (380,429 ) (16,606,797 ) Net loss including accretion of temporary equity $ (1,345,643 ) $ (4,660,541 ) $ (72,961 ) $ (16,341,519 ) Three months ended Nine months ended Three months ended January 5, Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Particulars Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,025,785 ) $ (319,858 ) $ (3,552,734 ) $ (1,107,807 ) $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Accretion of temporary equity to redemption value 1,976,229 — 4,739,734 — 380,429 — 16,606,797 — Allocation of net income/(loss) $ 950,444 $ (319,858 ) $ 1,187,000 $ (1,107,807 ) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 8,250,000 2,572,500 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share $ 0.12 $ (0.12 ) $ 0.14 $ (0.43 ) $ 0.04 $ (0.01 ) $ 0.93 $ (2.20 ) Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction and the location of all members of management, sponsors, directors, any employees, or assets to the extent employed is the United States. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the nine months ended September 30, 2023 and for the period from January 5, 2022 (inception) through September 30, 2022. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 – INITIAL PUBLIC OFFERING On April 11, 2022, the Company consummated the IPO of 8,250,000 Public Units, inclusive of 750,000 Public Units issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Public Units were sold at a purchase price of $10.00 per Public Unit, generating gross proceeds of $82,500,000. Each Public Unit consists of one Public Share and one Public Warrant. Each Public Warrant entitles the holder thereof to purchase one Public Share at a price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement and the Sponsor purchased an aggregate of 510,000 Private Placement Units (including 30,000 Private Placement Units pursuant to the underwriters’ partial exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,100,000. Each whole Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”) and one warrant (“Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Certain of the proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within 18 months from the closing of the IPO (refer to Note 9), the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Company’s Class A ordinary shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless. The Private Placement Units will not be transferable, assignable, or saleable until 30 days after the completion of an initial Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2022, the Company issued an aggregate of 2,156,250 founder shares to the Sponsor in exchange for a payment of $25,000 from the Sponsor for deferred offering costs. In March 2022, the Sponsor transferred 20,000 founder shares to the Chief Financial Officer of the Company and 110,000 founder shares to certain members of the Company’s board of directors. On May 23, 2022, 93,750 founder shares were forfeited by the Sponsor as the underwriters did not exercise their over-allotment option on the remaining 375,000 Public Units (see Note 6), resulting in the Sponsor holding a balance of 1,932,500 founder shares. The founder shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that the founder shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination (see Note 7). Also, the Sponsor and each member of the Company’s management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and Public Shares held by them. The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of an initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all Public Shareholders having the right to exchange their Public Shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the Company’s directors and executive officers with respect to any founder shares. The sale of the founder shares to the Company’s Chief Financial Officer and to certain members of the Company’s board of directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 130,000 shares granted to the Company’s directors and executive officers was $1,005,964 or $7.74 per share. The founder shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the founder shares is recognized only when the performance condition is of probable occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would 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 founder shares times the fair value per share at the grant date (unless subsequently modified) less the amount initially received for the purchase of the founder shares. Promissory Note - Related Party On February 3, 2022, the Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. As of April 11, 2022, there was $80,000 outstanding under the Promissory Note. This loan was non-interest bearing, unsecured and due at the earlier of (i) September 30, 2022 or (ii) the closing of the IPO. On April 12, 2022, the loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. Due to the Related Party The Sponsor paid certain formation, operating or offering costs on behalf of the Company. These amounts were due on demand and were non-interest bearing. During the period from January 5, 2022 (inception) through March 31, 2022, the Sponsor paid $215,020 of formation, operating costs and offering costs on behalf of the Company. On April 12, 2022, the Company paid the Sponsor $160,020 and on April 14, 2022, the Company received $25,000 from the Sponsor. Subsequently on July 19, 2022, the Company fully paid the remaining $80,000 to the related party. Working Capital Loan 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, provide the Company Working Capital Loans. If the Company completes a Business Combination, it would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close the Company may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used for such repayment. The Working Capital loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. On April 11, 2023, the Company issued the Convertible Promissory Note in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note bears an interest accruing on the unpaid and outstanding total principal amount at the lowest short-term Applicable Federal Rate as in effect on the date thereof and is payable in arrears on the maturity date. Interest will be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. The Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at the Company’s request prior to the maturity of the Convertible Promissory Note. The Company deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor in the form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance at that time, in order to extend the period of time it has to consummate a business combination by an additional three months, from the then current deadline of April 11, 2023 to July 11, 2023. On July 18, 2023, the Sponsor lent another $80,000 to the Company, resulting in the principal amount of the Convertible Promissory Note being increased to $492,500 and the available borrowing capacity being reduced to $332,500. As of September 30, 2023, there was an amount of $492,500 outstanding under Working Capital Loans in the form of the Convertible Promissory Note. Further, an amount of $10,290 with interest at 4.86% on amount borrowed from the Sponsor was recognized as accrued interest expense – related party as of September 30, 2023 (refer Balance Sheet). Amounts of $5,841 and $10,290 were recognized as interest expense – related party under other (income)/expenses for the three and nine months ended September 30, 2023, respectively, in the unaudited condensed consolidated statements of operations. On October 12, 2023, the Sponsor lent another $150,000 to the Company, resulting in the principal amount of the Sponsor Convertible Promissory Note being increased to $642,500. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Shares and Private Placement Warrants, including any of those issued upon conversion of the Working Capital Loans (and any Private Placement Shares issuable upon the exercise of the Private Placement Warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on April 6, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements. Underwriting Agreement The underwriters received a cash underwriting discount of $0.20 per Public Unit, or $1,650,000 in the aggregate, paid upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Unit, or $2,887,500 in the aggregate, which is included in the accompanying condensed consolidated balance sheets. The deferred fee will become payable to the underwriters 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. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDER’S DEFICIT | NOTE 7 – SHAREHOLDER’S DEFICIT Preference shares no Class A Ordinary Shares – Class B Ordinary Shares – Prior to the Company’s initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares voted at a general meeting), holders of founder shares will have ten votes for every founder share and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the Company’s initial shareholders will be able to approve any such proposal without the vote of any other shareholder. The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination 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, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), 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 Units issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of the Working Capital 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. During a shareholders’ extraordinary general meeting held on October 11, 2023, a proposal was approved that Class A ordinary shares will be issued to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”). Warrants All warrants (Public Warrants and Private Warrants) will become exercisable at $11.50 per share, subject to adjustment, on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. 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 an 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 Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an 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 or the Newly Issued Price and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value or the Newly Issued Price. The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and it will use commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding 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, which is referred to as the 30-day redemption period; and ● if, and only if, the last reported sale price of ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of the Company’s warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of Quoted Significant Significant Inputs Assets: Investment held in Trust Account $ 90,111,334 $ 90,111,334 - - As of Quoted Significant Significant Assets: Investment held in Trust Account $ 85,371,600 $ 85,371,600 - - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued and determined that there were no significant unrecognized events through that date other than those noted below. On October 11, 2023, the shareholders of the Company held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) for a few proposals which were subsequently approved as below: (1) Extension of the date by which the Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”); (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the Company’s then outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included as part of the units sold in the Company’s IPO that was consummated on April 11, 2022 from October 11, 2023 (the “Termination Date”) to July 11, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of the Company’s initial business combination has occurred (such applicable later date, the “Extended Date”), without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination (the “Extension Amendment”); (2) Permission for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”); (3) Elimination of the limitation that the Company may not redeem Public Shares (as defined therein) in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). On October 11, 2023, the Company issued a convertible promissory note in the total principal amount of up to $450,000 to FutureTech with an initial principal balance of $50,000 and the remaining $400,000 drawable at the Company’s request and upon the consent of FutureTech prior to the maturity of the Convertible Promissory Note. Consequently, $50,000 of such amount (lesser of $50,000 or $0.03 per public share that was outstanding on October 11, 2023) has been utilized to fund the required payment in order to extend the period of time to consummate a business combination by another month from current deadline of October 11, 2023 to November 11, 2023. Further, on October 11, 2023, shareholders holding 3,712,171 public shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $40.5 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company had 4,537,829 public shares outstanding. On October 12, 2023, the Sponsor lent another $150,000 to the Company resulting in the principal amount of the Sponsor Convertible Promissory Note being increased to $642,500. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s report on Form 10-K filed with the SEC on March 17, 2023. The condensed consolidated Balance Sheet as of December 31, 2022 presented in this Form 10-Q has been derived from the audited Balance Sheet filed in the aforementioned Form 10-K. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Any intercompany transactions and balances have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status 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 auditor 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 non-binding 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents on September 30, 2023 and December 31, 2022. |
Investment Held in Trust Account | Investment Held in Trust Account The Company’s portfolio of investment held in the Trust Account is comprised of an investment in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities are included in income on Trust Account in the accompanying condensed consolidated statements of operations. The fair values of investment held in the Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs incurred during the period up to IPO date, were $5,105,315 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and were initially charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between the Public Shares and Public Warrants (as defined below in Note 3) based on the relative fair values of the Public Shares and Public Warrants. Accordingly, $4,488,135 was allocated to the Public Shares and charged to temporary equity, and $617,180 was allocated to Public Warrants and charged to shareholders’ deficit during the three months ended June 30, 2022. |
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 the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for 8,250,000 Public Warrants (as defined in Note 3) and 510,000 Private Placement Warrants (as defined in Note 4) as equity-classified instruments. |
Convertible Debt | Convertible Debt The Company issues debt that may have conversion features. Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the embedded derivative using the Black Scholes method upon the date of issuance. If the fair value of the embedded derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. The derivative shall be recorded at fair value as liability and the carrying value assigned to the host contract represents the difference between the previous carrying amount of the hybrid instrument and the fair value of the derivative; therefore, there is no gain or loss from the initial recognition and measurement of an embedded derivative that is accounted for separately from its host contract. Convertible debt – beneficial conversion feature Convertible debt – contingent beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF (including Contingent BCF), the convertible debt is treated as traditional debt. The conversion feature in convertible promissory note issued by the Company on April 11, 2023 and July 11, 2023 does not qualify for either the derivative treatment or for BCF. These have been treated as Contingent BCF which shall not be recognized in the earnings until the contingency is resolved. These convertible promissory notes are presented as traditional debt as of September 30, 2023 in the unaudited condensed consolidated balance sheets. |
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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and are subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Refer to Note 9 Subsequent Events for redemptions after September 30, 2023. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital or accumulated deficit if additional paid-in capital equals to zero. As of September 30, 2023 and December 31, 2022, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from the IPO $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,221,600 Ordinary shares subject to possible redemption – December 31, 2022 85,371,600 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 912,646 Ordinary shares subject to possible redemption – March 31, 2023 86,284,246 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,025,859 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – June 30, 2023 88,135,105 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,151,229 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – September 30, 2023 $ 90,111,334 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Net Income/(Loss) Per Ordinary Share | Net Income/(Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per redeemable and non-redeemable ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding between the redeemable and non-redeemable shares during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 93,750 founder shares that were forfeited during the three months ended June 30, 2022, due to the underwriters’ partial exercise of their over-allotment option. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less dividends paid. The Company then allocated the undistributed income (loss) based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Subsequent measurement adjustments recorded pursuant to ASC 480-10-S99-3A related to redeemable shares are treated in the same manner as dividends on non-redeemable shares. Class A ordinary shares are redeemable at a price determined by the Trust Account held by the Company. This redemption price is not considered a redemption at fair value. Accordingly, the adjustments to the carrying amount are reflected in the Earnings Per Share (“EPS”) using the two-class method. The Company has elected to apply the two-class method by treating the entire periodic adjustment to the carrying amount of the Class A ordinary shares subject to possible redemption like a dividend. Based on the above, any remeasurement of redemption value of the Class A ordinary shares subject to possible redemption is considered to be dividends paid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). Further, Convertible Promissory Notes are also contingently exercisable upon the consummation of the initial Business Combination. For EPS purpose, the warrants and notes are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved. As of September 30, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the unaudited condensed consolidated statements of operations is based on the following: Three Nine Three January 5, Net income $ 630,586 $ 79,193 $ 307,468 $ 265,278 Accretion of temporary equity to redemption value (1,976,229 ) (4,739,734 ) (380,429 ) (16,606,797 ) Net loss including accretion of temporary equity $ (1,345,643 ) $ (4,660,541 ) $ (72,961 ) $ (16,341,519 ) Three months ended Nine months ended Three months ended January 5, Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Particulars Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,025,785 ) $ (319,858 ) $ (3,552,734 ) $ (1,107,807 ) $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Accretion of temporary equity to redemption value 1,976,229 — 4,739,734 — 380,429 — 16,606,797 — Allocation of net income/(loss) $ 950,444 $ (319,858 ) $ 1,187,000 $ (1,107,807 ) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 8,250,000 2,572,500 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share $ 0.12 $ (0.12 ) $ 0.14 $ (0.43 ) $ 0.04 $ (0.01 ) $ 0.93 $ (2.20 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction and the location of all members of management, sponsors, directors, any employees, or assets to the extent employed is the United States. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the nine months ended September 30, 2023 and for the period from January 5, 2022 (inception) through September 30, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Condensed Consolidated Balance Sheets | As of September 30, 2023 and December 31, 2022, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from the IPO $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,221,600 Ordinary shares subject to possible redemption – December 31, 2022 85,371,600 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 912,646 Ordinary shares subject to possible redemption – March 31, 2023 86,284,246 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,025,859 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – June 30, 2023 88,135,105 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) 1,151,229 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 825,000 Ordinary shares subject to possible redemption – September 30, 2023 $ 90,111,334 |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the unaudited condensed consolidated statements of operations is based on the following: Three Nine Three January 5, Net income $ 630,586 $ 79,193 $ 307,468 $ 265,278 Accretion of temporary equity to redemption value (1,976,229 ) (4,739,734 ) (380,429 ) (16,606,797 ) Net loss including accretion of temporary equity $ (1,345,643 ) $ (4,660,541 ) $ (72,961 ) $ (16,341,519 ) Three months ended Nine months ended Three months ended January 5, Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Particulars Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,025,785 ) $ (319,858 ) $ (3,552,734 ) $ (1,107,807 ) $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Accretion of temporary equity to redemption value 1,976,229 — 4,739,734 — 380,429 — 16,606,797 — Allocation of net income/(loss) $ 950,444 $ (319,858 ) $ 1,187,000 $ (1,107,807 ) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 8,250,000 2,572,500 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share $ 0.12 $ (0.12 ) $ 0.14 $ (0.43 ) $ 0.04 $ (0.01 ) $ 0.93 $ (2.20 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets that are Measured at Fair Value on a Recurring Basis | The following tables presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of Quoted Significant Significant Inputs Assets: Investment held in Trust Account $ 90,111,334 $ 90,111,334 - - As of Quoted Significant Significant Assets: Investment held in Trust Account $ 85,371,600 $ 85,371,600 - - |
Organization and Business Ope_2
Organization and Business Operation (Details) | 1 Months Ended | 9 Months Ended | |||||||||||||
Oct. 12, 2023 USD ($) | Oct. 11, 2023 USD ($) $ / shares shares | Jul. 18, 2023 USD ($) | Apr. 12, 2023 USD ($) | Apr. 11, 2023 USD ($) $ / shares | Nov. 08, 2022 USD ($) shares | Apr. 12, 2022 USD ($) | Apr. 11, 2022 USD ($) $ / shares shares | Aug. 23, 2023 USD ($) $ / shares shares | Jul. 18, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jul. 13, 2023 USD ($) | Jul. 11, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Incorporation date | Jan. 05, 2022 | ||||||||||||||
Condition for future business combination number of businesses minimum | 1 | ||||||||||||||
Generating gross proceeds | $ 82,500,000 | ||||||||||||||
Gross proceeds | 5,100,000 | ||||||||||||||
Net proceeds | $ 825,000 | 84,150,000 | |||||||||||||
Maturity days | 185 days | ||||||||||||||
Withdrawals of redemptions (in Shares) | shares | 3,712,171 | ||||||||||||||
Assets held in trust account | $ 40,500,000 | ||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||||
Public shares outstanding (in Shares) | shares | 4,537,829 | ||||||||||||||
Percentage of aggregate fair market value of asset | 80% | ||||||||||||||
Company owns or acquires percentage | 50% | ||||||||||||||
Public unit per share (in Dollars per share) | $ / shares | $ 10.2 | ||||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||||
Net interest dissolution expenses | $ 100,000 | ||||||||||||||
Percentage of obligation | 100% | ||||||||||||||
Shares issued of repurchased (in Shares) | shares | 375,000 | ||||||||||||||
Amount issued for repurchase | $ 2,000,000 | ||||||||||||||
Convertible promissory note increased amount | $ 492,500 | $ 492,500 | 80,000 | ||||||||||||
Investors share (in Shares) | shares | 1,800,000 | ||||||||||||||
Transaction expenses | $ 30,000,000 | ||||||||||||||
Amount utilized to fund | $ 50,000 | ||||||||||||||
Assets held in trust account | 90,111,334 | $ 85,371,600 | |||||||||||||
Cash and cash equivalents at carrying value | 13,460 | ||||||||||||||
Working capital deficit | 5,044,346 | ||||||||||||||
Initial principal balance of convertible promissory note | $ 1,650,000 | ||||||||||||||
Borrowing amount | 332,500 | $ 332,500 | |||||||||||||
Interest borrowed | $ 10,290 | ||||||||||||||
Borrowed interest percentage | 4.80% | ||||||||||||||
Sponsor amount | $ 50,000 | ||||||||||||||
Required payment percentage | 100% | ||||||||||||||
Required payments | 50,000 | ||||||||||||||
Convertible promissory outstanding amount | 825,000 | ||||||||||||||
Interest expense | 8,897 | ||||||||||||||
Preferred Stock [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Public Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | 10 | ||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
IPO [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Sale of stock (in Shares) | shares | 510,000 | ||||||||||||||
Other offering costs | $ 567,815 | ||||||||||||||
Net proceeds | $ 84,150,000 | ||||||||||||||
Deposited for trust account | $ 825,000 | ||||||||||||||
IPO [Member] | Public Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Shares units (in Shares) | shares | 8,250,000 | ||||||||||||||
Generating gross proceeds | $ 82,500,000 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Sale of stock (in Shares) | shares | 30,000 | ||||||||||||||
Over-Allotment Option [Member] | Public Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Shares units (in Shares) | shares | 750,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Transaction costs | $ 5,105,315 | ||||||||||||||
Deferred underwriters’ fees | 2,887,500 | ||||||||||||||
Net proceeds | 84,150,000 | ||||||||||||||
Underwriting fees | $ 1,650,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10.92 | ||||||||||||||
Principle amount | $ 450,000 | ||||||||||||||
Sponsor amount | $ 150,000 | ||||||||||||||
Convertible increased amount | $ 642,500 | ||||||||||||||
Initial principal balance | $ 50,000 | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||||
Public unit per share (in Dollars per share) | $ / shares | $ 10.2 | ||||||||||||||
Trust Account [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10.92 | ||||||||||||||
Trust Account [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Aggregate deposited amount | $ 50,000 | $ 825,000 | |||||||||||||
Penny stock [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | 11.5 | ||||||||||||||
Class A Ordinary Shares [Member] | Public Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||
Class A Ordinary Shares [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Conversion price per ordinary share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Trust account percentage | 50% | ||||||||||||||
Convertible promissory note amount | 492,500 | 492,500 | |||||||||||||
Convertible promissory note increased amount | $ 412,500 | ||||||||||||||
Convertible notes payable amount | $ 400,000 | ||||||||||||||
Borrowing amount | $ 332,500 | 332,500 | |||||||||||||
Borrowed interest percentage | 4.86% | ||||||||||||||
Drawings | $ 400,000 | ||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Convertible promissory note amount | $ 825,000 | ||||||||||||||
Sponsor Membership Units [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Shares issued of repurchased (in Shares) | shares | 625,000 | ||||||||||||||
Amount issued for repurchase | $ 5,000,000 | ||||||||||||||
Sponsor Membership Units [Member] | Class B Ordinary Shares [Member] | Minimum [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Shares issued of repurchased (in Shares) | shares | 250,000 | ||||||||||||||
Amount issued for repurchase | $ 3,000,000 | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Deposited for trust account | $ 825,000 | ||||||||||||||
Trust account percentage | 50% | ||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Public unit per share (in Dollars per share) | $ / shares | $ 10.2 | ||||||||||||||
Convertible promissory note amount | $ 825,000 | ||||||||||||||
Convertible promissory note increased amount | $ 80,000 | ||||||||||||||
Unsecured promissory note | $ 25,000 | ||||||||||||||
Unsecured promissory note repaid amount | $ 400,000 | ||||||||||||||
Cash held in trust account | $ 1,515,795 | ||||||||||||||
Sponsor [Member] | IPO [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Transaction costs | 5,105,315 | ||||||||||||||
Underwriting fees | 1,650,000 | ||||||||||||||
Deferred underwriters’ fees | 2,887,500 | ||||||||||||||
Other offering costs | 567,815 | ||||||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Gross proceeds | $ 5,100,000 | ||||||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Working capital loan | $ 1,500,000 | ||||||||||||||
Sponsor [Member] | Going Concern Consideration [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Convertible promissory note increased amount | $ 450,000 | ||||||||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Conversion price per ordinary share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Deposited for trust account | $ 825,000 | ||||||||||||||
Trust account percentage | 50% | ||||||||||||||
Convertible promissory note amount | $ 825,000 | ||||||||||||||
Convertible promissory note increased amount | 412,500 | ||||||||||||||
Convertible notes payable amount | 50,000 | ||||||||||||||
Principal amount | $ 825,000 | ||||||||||||||
Initial principal balance of convertible promissory note | 412,500 | ||||||||||||||
Convertible promissory note withdrawable amount | 412,500 | ||||||||||||||
Sponsor [Member] | Convertible Promissory Note One [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Trust account percentage | 50% | ||||||||||||||
Working Capital Loan [Member] | |||||||||||||||
Organization and Business Operation (Details) [Line Items] | |||||||||||||||
Convertible promissory note outstanding amount | $ 492,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 23, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs (in Dollars) | $ 5,105,315 | |||
Allocated of public shares and charged to temporary equity shares (in Dollars) | $ 4,488,135 | |||
Federal depository insurance coverage amount (in Dollars) | $ 250,000 | |||
Over-Allotment Option [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common shares subject to forfeiture | 93,750 | |||
Class A Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Shares issued | 8,250,000 | 8,250,000 | ||
Public Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Allocated of public shares and charged to temporary equity shares (in Dollars) | 4,488,135 | |||
Public Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Allocated of public shares and charged to temporary equity shares (in Dollars) | $ 617,180 | |||
Shares issued | 8,250,000 | |||
Private Placement Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Shares issued | 510,000 | |||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common shares subject to forfeiture | 93,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Condensed Consolidated Balance Sheets - Ordinary Share [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Gross proceeds from the IPO | $ 82,500,000 | |||
Proceeds allocated to Public Warrants | (9,973,401) | |||
Allocation of offering costs related to redeemable shares | (4,488,135) | |||
Plus: | ||||
Initial measurement of carrying value to redemption value | 16,111,536 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account) | $ 1,151,229 | $ 1,025,859 | $ 912,646 | 1,221,600 |
Ordinary shares subject to possible redemption | 90,111,334 | 88,135,105 | $ 86,284,246 | $ 85,371,600 |
Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) | $ 825,000 | $ 825,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share [Line Items] | ||||||||
Net income (in Dollars) | $ 630,586 | $ 457,709 | $ (1,009,102) | $ 307,468 | $ (30,847) | $ (11,343) | $ 79,193 | $ 265,278 |
Accretion of temporary equity to redemption value (in Dollars) | (1,976,229) | (380,429) | $ 16,111,536 | (4,739,734) | (16,606,797) | |||
Net loss including accretion of temporary equity (in Dollars) | $ (1,345,643) | $ (72,961) | $ (4,660,541) | $ (16,341,519) | ||||
Redeemable Shares [Member] | ||||||||
Numerators: | ||||||||
Allocation of net loss including accretion of temporary equity | (1,025,785) | (55,618) | (3,552,734) | (11,673,872) | ||||
Accretion of temporary equity to redemption value | 1,976,229 | 380,429 | 4,739,734 | 16,606,797 | ||||
Allocation of net income/(loss) | 950,444 | 324,811 | 1,187,000 | 4,932,925 | ||||
Denominators: | ||||||||
Weighted-average shares outstanding | 8,250,000 | 8,250,000 | 8,250,000 | 5,305,762 | ||||
Basic net income/(loss) per share (in Dollars per share) | $ 0.12 | $ 0.04 | $ 0.14 | $ 0.93 | ||||
Non- Redeemable Shares [Member] | ||||||||
Numerators: | ||||||||
Allocation of net loss including accretion of temporary equity | (319,858) | (17,343) | (1,107,807) | (4,667,647) | ||||
Accretion of temporary equity to redemption value | ||||||||
Allocation of net income/(loss) | (319,858) | (17,343) | (1,107,807) | (4,667,647) | ||||
Denominators: | ||||||||
Weighted-average shares outstanding | 2,572,500 | 2,572,500 | 2,572,500 | 2,121,441 | ||||
Basic net income/(loss) per share (in Dollars per share) | $ (0.12) | $ (0.01) | $ (0.43) | $ (2.2) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income/(loss) per share | $ 0.12 | $ 0.04 | $ 0.14 | $ 0.93 |
Non- Redeemable Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income/(loss) per share | $ (0.12) | $ (0.01) | $ (0.43) | $ (2.20) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Public Shares [Member] | Apr. 11, 2022 USD ($) $ / shares shares |
Initial Public Offering (Details) [Line Items] | |
Per share price | $ / shares | $ 10 |
Class of warrant or right, exercise price of warrants | $ / shares | $ 11.5 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Shares issued | shares | 8,250,000 |
Proceeds issuance of public units | $ | $ 82,500,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Shares issued | shares | 750,000 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Class A Ordinary Shares [Member] | |
Private Placement (Details) [Line Items] | |
Sale of public units ,per share | $ / shares | $ 11.5 |
Sponsor [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Shares issued | shares | 510,000 |
Sale of public units ,per share | $ / shares | $ 10 |
Gross proceeds | $ | $ 5,100,000 |
Sponsor [Member] | Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Shares issued | shares | 30,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
Oct. 12, 2023 | Jul. 18, 2023 | Apr. 11, 2023 | Apr. 14, 2022 | Apr. 12, 2022 | Apr. 11, 2022 | Feb. 03, 2022 | Jul. 19, 2022 | May 23, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Deferred offering cost | $ 5,105,315 | $ 5,105,315 | ||||||||||||||
Shares granted (in Shares) | 130,000 | |||||||||||||||
Promissory note outstanding amount | $ 492,500 | $ 492,500 | $ 80,000 | |||||||||||||
Related party payments | 240,020 | |||||||||||||||
Proceeds from related party | $ 412,500 | 25,000 | ||||||||||||||
Borrowing amount | 332,500 | |||||||||||||||
Accrued Interest expense | 10,290 | |||||||||||||||
Sponsor amount | $ 50,000 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Percentage of loan | 50% | |||||||||||||||
Percentage of borrowed from sponsor | 4.86% | 4.86% | ||||||||||||||
Working Capital Loan [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Percentage of loan | 50% | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Forfeited share (in Shares) | 93,750 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sponsor amount | $ 150,000 | |||||||||||||||
Convertible increased amount | $ 642,500 | |||||||||||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 375,000 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Debt instrument face value | 825,000 | |||||||||||||||
Initial principal balance amount | $ 412,500 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Loan amount | $ 400,000 | |||||||||||||||
Promissory note outstanding amount | $ 80,000 | $ 492,500 | ||||||||||||||
Sponsor paid | $ 215,020 | |||||||||||||||
Related party payments | $ 160,020 | |||||||||||||||
Proceeds from related party | $ 25,000 | |||||||||||||||
Paid amount of related party | $ 80,000 | |||||||||||||||
Deposited in trust account | $ 825,000 | 825,000 | ||||||||||||||
Accrued Interest expense | 10,290 | |||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Promissory note outstanding amount | $ 80,000 | |||||||||||||||
Sponsor [Member] | Chief Financial Officer [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 20,000 | |||||||||||||||
Sponsor [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 375,000 | |||||||||||||||
Sponsor [Member] | Performance Based Restricted Stock Awards [Member] | Director [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Executive officers | $ 1,005,964 | |||||||||||||||
Executive officers per share (in Dollars per share) | $ 7.74 | |||||||||||||||
Related Party [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Initial principal balance amount | 492,500 | $ 492,500 | ||||||||||||||
Accrued Interest expense | 5,841 | $ 10,290 | ||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Forfeited share (in Shares) | 93,750 | |||||||||||||||
Founder Shares [Member] | Class A Ordinary Shares [Memeber] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Ordinary shares of equals or exceed per share (in Dollars per share) | $ 12 | |||||||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 2,156,250 | |||||||||||||||
Deferred offering cost | $ 25,000 | |||||||||||||||
Sponsor holding a balance of founder shares (in Shares) | 1,932,500 | |||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Director [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 110,000 | |||||||||||||||
Working Capital Loan [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | |
Commitments and Contingencies [Abstract] | |
Underwriting cash discount per unit | $ / shares | $ 0.2 |
Underwriter cash discount | $ | $ 1,650,000 |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred offering costs noncurrent | $ | $ 2,887,500 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
May 23, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders' Deficit (Details) [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Redemption price per share (in Dollars per share) | $ 16.5 | ||
Shares equals or exceeds per share (in Dollars per share) | $ 10.2 | ||
Over-Allotment Option [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Issued of forfeited share | 93,750 | ||
Minimum [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Percentage of warrant exercise price | 115% | ||
Maximum [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Percentage of warrant exercise price | 165% | ||
Class A Ordinary Shares [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares, outstanding | 510,000 | 510,000 | |
Common stock, shares, issued | 510,000 | 510,000 | |
Temporary equity, shares outstanding | 8,250,000 | 8,250,000 | |
Converted basis rate | 20% | ||
Issue price per share (in Dollars per share) | $ 11.5 | ||
Issue price per share (in Dollars per share) | $ 9.2 | ||
Class B Ordinary Shares [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares, outstanding | 2,062,500 | 2,062,500 | |
Common stock, shares, issued | 2,062,500 | 2,062,500 | |
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Issued of forfeited share | 93,750 | ||
Warrant [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Exercisable price (in Dollars per share) | $ 11.5 | ||
Redemption price per warrant (in Dollars per share) | 0.01 | ||
Shares equals or exceeds per share (in Dollars per share) | 16.5 | ||
Warrant [Member] | Class A Ordinary Shares [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Issue price per share (in Dollars per share) | $ 9.2 | ||
Percentage of gross proceeds | 60% | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Shareholders' Deficit (Details) [Line Items] | |||
Proceeds from sale of public units, shares | 375,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Investment held in Trust Account | $ 90,111,334 | $ 85,371,600 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investment held in Trust Account | 90,111,334 | 85,371,600 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investment held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investment held in Trust Account |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | |||
Oct. 12, 2023 | Oct. 11, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Sponsor amount | $ 50,000 | |||
Price per share (in Dollars per share) | $ 0.03 | |||
Lesser amount | $ 50,000 | |||
Withdrawals of redemptions (in Shares) | 3,712,171 | |||
Trust account | $ 40,500,000 | |||
Outstanding shares of public (in Shares) | 4,537,829 | |||
Redemption Limitation Amendment [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Less than net tangible assets | $ 5,000,001 | |||
Class A Ordinary Shares [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Percentage of redemption shares | 100% | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Sponsor amount | $ 150,000 | |||
Price per share (in Dollars per share) | $ 10.92 | |||
Fund required payment | $ 50,000 | |||
Convertible increased amount | $ 642,500 | |||
FutureTech Capital LLC [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Drawings | 400,000 | |||
FutureTech Capital LLC [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Principal amount | 450,000 | |||
FutureTech Capital LLC [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Initial principle balance of convertible note | $ 50,000 | |||
Business Combination [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 0.03 |