Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 28, 2024 | |
Document Entity Information | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41593 | |
Entity Registrant Name | ISRAEL ACQUISITIONS CORP | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 87-3587394 | |
Entity Address, Address Line One | 12600 Hill Country Blvd, Building R | |
Entity Address, Address Line Two | Suite 275 | |
Entity Address, City or Town | Bee Cave | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 800 | |
Local Phone Number | 508-1531 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Financial Statement Error Correction Flag | false | |
Entity Shell Company | true | |
Entity Public Float | $ 149,643,750 | |
Entity Common Stock, Shares Outstanding | 8,022,115 | |
Entity Central Index Key | 0001915328 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Auditor Name | BDO USA, P.C. | |
Auditor Firm ID | 243 | |
Auditor Location | New York | |
Units, each consisting of one Class A ordinary share and one redeemable warrant | ||
Document Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one redeemable warrant | |
Trading Symbol | ISRLU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | ISRL | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Document Entity Information | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | ISRLW | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 671,628 | $ 8,305 |
Prepaid expenses | 145,114 | |
Cash and Marketable Securities held in Trust Account | 153,702,006 | |
Total current assets | 154,518,748 | 8,305 |
Non-current assets: | ||
Deferred offering costs associated with the proposed public offering | 655,167 | |
Total non-current assets | 655,167 | |
Total Assets | 154,518,748 | 663,472 |
Current liabilities: | ||
Accrued expenses | 55,000 | $ 71,655 |
Accounts payable | 91,139 | |
Due to related party | $ 116,129 | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Accrued offering costs | $ 406,583 | |
Deferred underwriting commissions | $ 5,406,250 | |
Promissory note - related party | $ 237,234 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current Liabilities | $ 5,668,518 | $ 715,472 |
Total Liabilities | 5,668,518 | 715,472 |
Commitments and Contingencies (Note 5) | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,521 | |
Accumulated deficit | (4,852,331) | (77,000) |
Total Shareholders' Deficit | (4,851,776) | (52,000) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 154,518,748 | 663,472 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | 76 | |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 14,375,000 shares issued and outstanding at redemption value at December 31, 2023 and no shares issued and outstanding at December 31, 2022 | 153,702,006 | |
Common Class B | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 479 | $ 479 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, share authorized | 2,000,000 | 2,000,000 |
Preference shares, share issued | 0 | 0 |
Preference shares, share outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 200,000,000 | 200,000,000 |
Class A ordinary shares subject to possible redemption | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 200,000,000 | 200,000,000 |
Temporary equity, shares issued | 14,375,000 | 0 |
Temporary equity, shares outstanding | 14,375,000 | 0 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, share issued | 762,500 | 0 |
Ordinary shares, share outstanding | 762,500 | 0 |
Common Class B | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 20,000,000 | 20,000,000 |
Ordinary shares, share issued | 4,791,667 | 4,791,667 |
Ordinary shares, share outstanding | 4,791,667 | 4,791,667 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and Operating expense | $ 969 | |
Marketing and advertising expense | $ 3,732 | |
Legal and accounting expense | 533,565 | 70,972 |
Dues and subscriptions expense | 6,980 | |
Listing fee expense | 23,114 | |
Insurance expense | 248,388 | |
Loss from operations | (1,045,934) | (71,941) |
Other income: | ||
Interest and dividend income on marketable securities held in Trust Account | 498,927 | |
Realized gain on marketable securities held in Trust Account | 6,578,079 | |
Dividend income | 40,445 | |
Interest income | 1,958 | |
Other income, net | 7,119,409 | |
Net income (loss) | 6,073,475 | $ (71,941) |
Basic net loss per share | $ (0.02) | |
Related Party | ||
Administrative expense | 116,129 | |
Nonrelated party | ||
Administrative expense | $ 114,026 | |
Class A ordinary shares subject to possible redemption | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 13,705,479 | |
Diluted weighted average shares outstanding (in shares) | 13,705,479 | |
Basic net loss per share | $ 0.71 | |
Diluted net loss per share (in dollars per share) | $ 0.71 | |
Non-redeemable Class A ordinary shares | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 726,986 | |
Diluted weighted average shares outstanding (in shares) | 726,986 | |
Basic net loss per share | $ (0.68) | |
Diluted net loss per share (in dollars per share) | $ (0.68) | |
Common Class B | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 4,791,667 | |
Non-redeemable Class B ordinary shares | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 4,791,667 | 4,791,667 |
Diluted weighted average shares outstanding (in shares) | 4,791,667 | 4,791,667 |
Basic net loss per share | $ (0.65) | $ (0.02) |
Diluted net loss per share (in dollars per share) | $ (0.65) | $ (0.02) |
STATEMENTS OF CHANGES IN ORDINA
STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares Common Stock | Class A ordinary shares subject to possible redemption Common Stock | Class A ordinary shares subject to possible redemption | Common Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2021 | $ 0 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ (5,059) | $ (5,059) | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | [1] | (71,941) | (71,941) | |||||
Balance at the end at Mar. 31, 2022 | (77,000) | (52,000) | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||||||
Balance at the end at Dec. 31, 2022 | $ 0 | |||||||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 0 | 0 | (5,059) | (5,059) | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of Class B ordinary shares to Sponsor | $ 479 | 24,521 | 25,000 | |||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 4,791,667 | |||||||
Net income (loss) | (71,941) | |||||||
Balance at the end at Dec. 31, 2022 | $ 0 | $ 479 | 24,521 | (77,000) | (52,000) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 4,791,667 | ||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of Class A ordinary shares in initial public offering | $ 134,753,406 | |||||||
Issuance of Class A ordinary shares in initial public offering (In shares) | 14,375,000 | |||||||
Remeasurement of Class A ordinary shares to redemption value | $ 18,948,600 | 8,099,794 | 10,848,806 | 18,948,600 | ||||
Balance at the end at Dec. 31, 2023 | $ 153,702,006 | $ 153,702,006 | ||||||
Balance at the end (in shares) at Dec. 31, 2023 | 14,375,000 | 14,375,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of Class A ordinary shares in initial public offering | 354,359 | 354,359 | ||||||
Sale of private placement units | $ 76 | 7,624,924 | 7,625,000 | |||||
Sale of private placement units (in shares) | 762,500 | |||||||
Transfer of Founder Shares | 95,990 | 95,990 | ||||||
Remeasurement of Class A ordinary shares to redemption value | $ (18,948,600) | $ (8,099,794) | (10,848,806) | (18,948,600) | ||||
Net income (loss) | 6,073,475 | 6,073,475 | ||||||
Balance at the end at Dec. 31, 2023 | $ 76 | $ 479 | $ (4,852,331) | $ (4,851,776) | ||||
Balance at the end (in shares) at Dec. 31, 2023 | 762,500 | 4,791,667 | ||||||
[1] (1) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) (Parenthetical) - shares | May 07, 2023 | Nov. 17, 2022 | Aug. 18, 2022 | Mar. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Sponsor | Founder Shares | ||||||
Common stock, shares outstanding | 4,791,667 | 5,750,000 | 6,900,000 | |||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | ||
Common Class B | ||||||
Common stock, shares outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | ||
Number of shares transferred (in shares) | 6,900,000 | |||||
Common Class B | Founder Shares | ||||||
Number of shares transferred (in shares) | 1,150,000 | |||||
Common Class B | Sponsor | ||||||
Consideration for shares surrender | 0 | 0 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 6,073,475 | $ (71,941) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Realized gain on marketable securities held in Trust Account | (6,578,079) | |
Excess fair value on transfer of Founder Shares | 95,990 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (145,114) | 4,941 |
Accounts payable | 91,139 | |
Accrued expenses | 99,474 | 71,655 |
Net cash (used in) provided by operating activities | (363,115) | 4,655 |
Cash Flows from Investing Activities: | ||
Purchase of marketable securities held in Trust Account | (602,213,927) | |
Proceeds from redemption of marketable securities held in Trust Account | 455,090,000 | |
Net cash used in investing activities | (147,123,927) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |
Proceeds from issuance of ordinary shares | 141,250,000 | |
Proceeds from sale of private placement units | 7,625,000 | |
Proceeds from promissory note - related party | 221,710 | |
Payment of promissory note - related party | (237,234) | |
Payment of offering costs | (487,401) | (243,060) |
Net cash provided by financing activities | 148,150,365 | 3,650 |
Net Change in Cash and Cash Equivalents | 663,323 | 8,305 |
Cash and Cash Equivalents - Beginning | 8,305 | |
Cash and Cash Equivalents - Ending | 671,628 | 8,305 |
Non-Cash Investing and Financing Activities: | ||
Issuance of promissory note by the Sponsor to pay offering costs | 5,524 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 18,948,600 | |
Deferred underwriter fee payable | $ 5,406,250 | |
Deferred offering costs included in accrued offering costs | $ 406,583 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Israel Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands as an exempted limited company on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). The Company is an emerging growth company and is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from August 24, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of gains on marketable securities held in the Trust Account, as well as interest and dividend income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Registration Statement”). On January 18, 2023, the Company consummated its Initial Public Offering of 14,375,000 units (each a “Public Unit” and the “Public Units”) at $10.00 per Public Unit (including the issuance of 1,875,000 Public Units as a result of the underwriters’ exercise of heir over-allotment option in full), generating gross proceeds of $143,750,000, which is discussed in Note 3. Each Public Unit is comprised of one Class A ordinary share, par value $0.001 per share (each, a “Public Share” and the “Public Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share at a purchase price of $11.50 per Class A ordinary share (each a “Public Warrant” and the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 762,500 private placement units (each, a “Private Unit” and the “Private Units”) to Israel Acquisitions Sponsor LLC (the “Sponsor”), BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, in a private placement at a purchase price of $10.00 per Private Unit, for an aggregate of $7,625,000. Each Private Unit is comprised of one Class A ordinary share, par value $0.001 per share (each, a “Private Share” and the “Private Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share, par value $0.0001 per share, at a purchase price of $11.50 (each, a “Private Warrant” and the “Private Warrants”). Following the closing of the Initial Public Offering on January 18, 2023, $146,625,000 ($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Company’s initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, adopted on November 17, 2022 (the “Amended and Restated Memorandum and Articles of Association”), and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete an initial business combination by January 18, 2024 (or up to July 18, 2024, if the Company extends the time to complete an initial business combination) (the “Combination Period”). On January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Invest Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination( (the “Termination Date”) from 12 months from the closing of the Initial Public Offering (January 18, 2024) up to twelve (12) times (each, an “Extension”) to January 18, 2025, with each Extension comprised of one month. Pursuant to the Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extension and depositing into the Trust Account the lesser of (i) $50,000 or (ii) $0.02 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current extended period, by the date of such Extension. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. The Company will proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of an initial business combination and, if the Company seeks shareholder approval, a majority of the ordinary shares voted are voted in favor of the initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing an initial business combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with an initial business combination, the Sponsor and our executive officers and directors have agreed (a) to vote their Founder Shares (as defined in this Note 1), Private Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial business combination and (b) not to convert any Founder Shares, Private Shares, or any Public Shares held by them in connection with a shareholder vote to approve an initial business combination or sell any such shares to the Company in a tender offer in connection with an initial business combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor and our executive officers and directors have agreed (a) to waive their respective redemption rights with respect to any Founder Shares, Private Shares, or Public Shares held by them in connection with the completion of an initial business combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares if the Company fails to consummate an initial business combination, and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect a public shareholders’ ability to convert or sell their Public Shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an initial business combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 taxes, divided by the number of then 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 the Company’s board of directors (the “Board”), 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 Public Warrants or Private Warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.20 per Public Share, except as to any claims by a third party that executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Capital Resources and Going Concern As of December 31, 2023, the Company had $671,628 in its operating bank account and working capital of $554,474 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable) compared to $8,305 in operating cash and a working capital deficit of $707,167 as of December 31, 2022. The Company’s liquidity needs through December 31, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or the “Founder Shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 4). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 4 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial business combination will be successful. In addition, management is currently evaluating the impact of the invasion of Ukraine by Russia, the increased rate of inflation in the United States and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and its effect on the Company’s financial position, results of its operations and/or search for a target company. We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we have not consummated our initial business combination within the Combination Period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements. In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of many businesses in Israel for several days. In addition, there continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements. The specific impact of these ongoing events is not readily determinable as of the date of these financial statements and these financial statements do not include any adjustments that may result from the outcomes of these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2023 and 2022, the Company had $671,628 and $8,305 in cash and cash equivalents, respectively. Cash and Marketable Securities held in Trust Account Following the closing of the Initial Public Offering on January 18, 2023, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is 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 subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023, 14,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at December 31, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 18,948,600 Class A ordinary shares subject to possible redemption $ 153,702,006 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $8,642,235, consisting of $2,500,000 of underwriting fee, $5,406,250 of deferred underwriting fee, $735,985 of actual offering costs. These amounts were recorded to additional paid-in capital as a reduction to the net proceeds from the offering. Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. ln those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. There were no derivative financial instruments accounted for as liabilities as of December 31, 2023 and December 31, 2022. Warrants The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. Net Income (Loss) Per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 14,375,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per ordinary share for the year ended December 31, 2023, was calculated by dividing the net income (loss) into the amount of Class B non-redeemable ordinary shares outstanding as no Class A ordinary shares were issued during that period. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the year ended December 31, 2023 (in dollars, except share amounts): Year Ended December 31, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 6,080,121 Total net income for the year ended December 31, 2023 6,073,475 Accretion of temporary equity to redemption value (18,948,600) Net loss including accretion of temporary equity to redemption value $ (12,875,125) Year Ended December 31, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 4,385,620 $ 232,628 $ 1,455,227 Less: Accretion allocation based on ownership percentage $ (13,667,712) $ (724,983) (4,555,905) Allocation of accretion of temporary equity to redeemable shares 18,948,600 — — Total net income (loss) by class $ 9,666,508 $ (492,355) (3,100,678) Denominator: Weighted average shares outstanding 13,705,479 726,986 4,791,667 Basic and diluted net income (loss) per share $ 0.71 $ (0.68) (0.65) The loss per share presented in the statement of operations for the year ended December 31, 2022 is based on the following: Year Ended December 31, 2022 Net loss $ (71,941) Weighted average Class B ordinary shares outstanding 4,791,667 Basic and diluted net loss per share $ (0.02) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. As a result of ASU 2020 – 06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 and it did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On January 18, 2023 the Company sold 14,375,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share and one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was deposited in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of December 31, 2023, $153,702,006 was held in the Trust Account. In addition, $671,628 of operating cash is not held in the Trust Account and is available for working capital purposes. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On January 26, 2022, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000 shares. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share and per-share amounts have been retroactively restated. On May 7, 2023, the Sponsor transferred 95,500 of its Founder Shares to our special advisor for consulting services. The consulting services offered were considered a benefit that the Company realized as a result of the Sponsors transaction with the special advisor. The fair value of the consulting services was determined to be a financing expense in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time. Private Placement The Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC purchased an aggregate of 762,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $7,625,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A ordinary share (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per full share, subject to adjustment. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Related Party Loans In addition, to finance transaction costs in connection with an initial business combination, the initial shareholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent units of the post initial business combination entity at a price of $10.00 per private placement-equivalent unit. These units would be identical to the Private Units. As of December 31, 2023 and 2022, the Company had no outstanding Working Capital Loans. Promissory Note – Related Party On January 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of January 18, 2023, the Company had borrowed $237,234 under the Promissory Note. On January 18, 2023 the Company paid $245,540 to the Sponsor, resulting in an overpayment of $8,306 that was recorded as a related party receivable, which was subsequently refunded to the Company prior to December 31, 2023. The Promissory Note was non-interest bearing. As of December 31, 2023 and 2022, the outstanding balance under the Promissory Note was $0 and $237,234, respectively. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor commencing on the date the securities of the Company are first listed on the Nasdaq Global Market, pursuant to a Registration Statement on Form S-1 filed by the Company with the SEC and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. The Company will pay $10,000 per month to the Sponsor for certain office space, utilities and secretarial and administrative services as may be reasonably required from time to time. As of December 31, 2023, the Company has incurred and accrued $116,129 in accrued expenses related to the agreement. The $116,129 incurred for the year ended December 31, 2023 has been included in administrative expense - related party in the statements of operations. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 5 – Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, as well as the holders of the Private Units (and the underlying securities) and any units that may be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units (and the underlying securities) and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,875,000 additional Public Units to cover overallotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the option in full on January 18, 2023. The underwriters were entitled to a cash underwriting discount of $2,500,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred cash underwriting discount of 3.50% of the gross proceeds of the Initial Public Offering and 5.50% of the gross proceeds from the sale of the Public Units sold pursuant to the over-allotment option, or $5,406,250, payable to the underwriters for deferred underwriting commissions. The full amount of the deferred cash underwriting discount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, the completion of an initial business combination. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity (Deficit) | |
Shareholders' Equity (Deficit) | Note 6 — Shareholders’ Equity (Deficit) Preference shares Class A ordinary shares issued outstanding Class B ordinary shares On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share amounts and related information have been retroactively restated in the financial statements to reflect the share capitalization and subsequent surrender. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any private placement shares, any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. Warrants - The Company agrees that as soon as practicable, but in no event later than 15 Business Days after the closing of its initial business combination, it shall use its commercially reasonable efforts to file with the SEC a registration statement (which may be, at the election of the Company, a post-effective amendment to the Registration Statement) for the registration, under the Securities Act, of the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of that certain Warrant Agreement, by and between the Company and American Stock Transfer & Trust Company (“Warrant Agent”), dated January 12, 2023 (the “Warrant Agreement”). If any such registration statement has not been declared effective by the 60th Business Day following the closing of the initial business combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the initial business combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement, and current prospectus relating thereto, covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption for that number of shares of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of ordinary shares underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined below) less the Warrant Price (as defined in the Warrant Agreement) by (y) the Fair Market Value. The “Fair Market Value” shall mean the volume-weighted average price of the shares of ordinary shares as reported during the 10-trading-day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. Redemption of Warrants when the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem all, but not less than all, of the Public Warrants: ● Not earlier than 90 days after the completion of the initial business combination; ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● provided that the last reported sale price of the Class A ordinary shares for any 20 days within the 30-trading day period ending on the third trading date prior to the date on which notice of the redemption is given equals or exceeds $ 18.00 per Class A ordinary shares; and ● either there is an effective registration statement covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30 -day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis.” If (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per ordinary shares (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary 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 the Company’s initial business combination on the date of the completion of the Company’s initial business combination (net of redemptions), and (z) the volume-weighted average trading price of shares 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 its initial business combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for share splits, share dividends, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made. The Private Warrants are identical to the Public Warrants underlying the Public Units, except that the Private Warrants may be exercised for cash or on a “cashless basis,” the Private Warrants and the Class A ordinary shares issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% aggregate voting power, including the power to vote on the election of directors of the Company, of the issued and outstanding equity securities of the Company, the holder of a warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of a warrant properly exercises such warrant within 30 days following the public disclosure of the consummation of the applicable event by the Company, the Warrant Price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call for Public Warrants and Uncapped American Call for Private Warrants on Bloomberg Financial Markets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements At December 31, 2023, the Company’s cash and marketable securities held in the Trust Account were valued at $153,702,006. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents the fair value information, as of December 31, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: December 31, 2023 (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 671,628 $ — $ — Cash and marketable securities held in trust account (2) $ 153,702,006 $ — $ — December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 8,305 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. Measurement The Company established the initial fair value for the cash and marketable securities held in the Trust Account on January 18, 2023, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on January 18, 2023, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events On January 2, 2024, the Company entered into a business combination agreement with Pomvom, pursuant to which, among other things and subject to the terms and conditions contained therein (i) Pomvom will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubco”) to be formed, (ii) Pomvom will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub”) to be formed, (iii) Pomvom will cause NewPubco and Merger Sub to become a party to the Business Combination Agreement by delivering a joinder to the Business Combination Agreement, (iv) Pomvom will effect the Share Split (as defined below), (v) NewPubco, the shareholders of Pomvom and the holders of equity awards of Pomvom will effect the Equity Exchange (as defined below), and (vi) Merger Sub will merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of NewPubCo (the “Merger”). On January 8, 2024, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Invest Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from 12 In connection with the shareholders’ vote at an extraordinary general meeting of shareholders held on January 8, 2024 (the “Meeting”), holders of 7,115,385 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, an estimated $75,921,158 will be removed from the Trust Account to pay such holders and an estimated $77,956,971 will remain in the Trust Account. Following the aforementioned Redemption, the Company will have 12,813,782 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2023 and 2022, the Company had $671,628 and $8,305 in cash and cash equivalents, respectively. |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account Following the closing of the Initial Public Offering on January 18, 2023, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is 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 subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023, 14,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at December 31, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 18,948,600 Class A ordinary shares subject to possible redemption $ 153,702,006 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $8,642,235, consisting of $2,500,000 of underwriting fee, $5,406,250 of deferred underwriting fee, $735,985 of actual offering costs. These amounts were recorded to additional paid-in capital as a reduction to the net proceeds from the offering. |
Fair Value Measurements | Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. ln those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. There were no derivative financial instruments accounted for as liabilities as of December 31, 2023 and December 31, 2022. |
Warrants | Warrants The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 14,375,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per ordinary share for the year ended December 31, 2023, was calculated by dividing the net income (loss) into the amount of Class B non-redeemable ordinary shares outstanding as no Class A ordinary shares were issued during that period. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the year ended December 31, 2023 (in dollars, except share amounts): Year Ended December 31, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 6,080,121 Total net income for the year ended December 31, 2023 6,073,475 Accretion of temporary equity to redemption value (18,948,600) Net loss including accretion of temporary equity to redemption value $ (12,875,125) Year Ended December 31, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 4,385,620 $ 232,628 $ 1,455,227 Less: Accretion allocation based on ownership percentage $ (13,667,712) $ (724,983) (4,555,905) Allocation of accretion of temporary equity to redeemable shares 18,948,600 — — Total net income (loss) by class $ 9,666,508 $ (492,355) (3,100,678) Denominator: Weighted average shares outstanding 13,705,479 726,986 4,791,667 Basic and diluted net income (loss) per share $ 0.71 $ (0.68) (0.65) The loss per share presented in the statement of operations for the year ended December 31, 2022 is based on the following: Year Ended December 31, 2022 Net loss $ (71,941) Weighted average Class B ordinary shares outstanding 4,791,667 Basic and diluted net loss per share $ (0.02) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. As a result of ASU 2020 – 06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 and it did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Schedule of condensed balance sheet are reconciled | The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at December 31, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 18,948,600 Class A ordinary shares subject to possible redemption $ 153,702,006 |
Schedule of Reconciliation of net loss per common share | Year Ended December 31, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 6,080,121 Total net income for the year ended December 31, 2023 6,073,475 Accretion of temporary equity to redemption value (18,948,600) Net loss including accretion of temporary equity to redemption value $ (12,875,125) Year Ended December 31, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 4,385,620 $ 232,628 $ 1,455,227 Less: Accretion allocation based on ownership percentage $ (13,667,712) $ (724,983) (4,555,905) Allocation of accretion of temporary equity to redeemable shares 18,948,600 — — Total net income (loss) by class $ 9,666,508 $ (492,355) (3,100,678) Denominator: Weighted average shares outstanding 13,705,479 726,986 4,791,667 Basic and diluted net income (loss) per share $ 0.71 $ (0.68) (0.65) Year Ended December 31, 2022 Net loss $ (71,941) Weighted average Class B ordinary shares outstanding 4,791,667 Basic and diluted net loss per share $ (0.02) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities that were accounted for at fair value on a recurring basis | December 31, 2023 (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 671,628 $ — $ — Cash and marketable securities held in trust account (2) $ 153,702,006 $ — $ — December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 8,305 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 12 Months Ended | |||||||||
Jan. 08, 2024 USD ($) | Jan. 08, 2024 USD ($) $ / shares | Jan. 08, 2024 USD ($) item | Jan. 08, 2024 USD ($) | Jan. 18, 2023 USD ($) $ / shares shares | Aug. 24, 2021 item | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 12, 2023 $ / shares | Jan. 08, 2023 $ / shares | |
Description of Organization and Business Operations | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Operating cash | $ | $ 671,628 | $ 8,305 | ||||||||
Working capital | $ | 554,474 | 707,167 | ||||||||
Payments of stock issuance cost | $ | $ 487,401 | $ 243,060 | ||||||||
Subsequent event | ||||||||||
Description of Organization and Business Operations | ||||||||||
Business combination consummation period | 12 months | |||||||||
Maximum number of extensions | 12 | 12 | ||||||||
Extension period | 1 month | |||||||||
Notice period for extension | 5 days | |||||||||
Deposits | $ | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||
Deposits, price per public share | $ 0.02 | |||||||||
Common Class B | ||||||||||
Description of Organization and Business Operations | ||||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common Class B | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Payments of stock issuance cost | $ | $ 25,000 | |||||||||
Common Class A | ||||||||||
Description of Organization and Business Operations | ||||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common Class A | Private shares | ||||||||||
Description of Organization and Business Operations | ||||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.001 | |||||||||
Common Class A | Warrant [Member] | ||||||||||
Description of Organization and Business Operations | ||||||||||
Purchase price | $ 11.50 | |||||||||
Common Class A | Public Warrants | ||||||||||
Description of Organization and Business Operations | ||||||||||
Purchase price | $ 11.50 | |||||||||
Initial Public Offering | ||||||||||
Description of Organization and Business Operations | ||||||||||
Sale of units (in shares) | shares | 14,375,000 | |||||||||
Ordinary shares, par value (per share) | $ 10 | $ 10.20 | ||||||||
Gross proceeds | $ | $ 143,750,000 | |||||||||
Condition for future business combination use of proceeds percentage | 80% | |||||||||
Condition for future business combination threshold Percentage Ownership | 50% | |||||||||
Minimum net tangible assets upon consummation of business combination | $ | $ 5,000,001 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Initial Public Offering | Public Shares | ||||||||||
Description of Organization and Business Operations | ||||||||||
Sale of units (in shares) | shares | 1,875,000 | |||||||||
Ordinary shares, par value (per share) | $ 10.20 | |||||||||
Net Proceeds | $ | $ 146,625,000 | |||||||||
Initial Public Offering | Public Shares | Subsequent event | ||||||||||
Description of Organization and Business Operations | ||||||||||
Business combination consummation period | 12 months | |||||||||
Initial Public Offering | Private Placement Warrants | ||||||||||
Description of Organization and Business Operations | ||||||||||
Sale of units (in shares) | shares | 762,500 | |||||||||
Number of warrants in a unit | shares | 1 | |||||||||
Ordinary shares, par value (per share) | $ 10 | |||||||||
Purchase price | $ 11.50 | |||||||||
Proceeds from sale of Private Placement Warrants | $ | $ 7,625,000 | |||||||||
Initial Public Offering | Public Warrants | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares in a unit | shares | 1 | |||||||||
Number of warrants in a unit | shares | 1 | |||||||||
Initial Public Offering | Common Class A | Private shares | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares in a unit | shares | 1 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | |||||||||
Initial Public Offering | Common Class A | Public Shares | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares in a unit | shares | 1 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.001 | |||||||||
Private Placement | ||||||||||
Description of Organization and Business Operations | ||||||||||
Sale of units (in shares) | shares | 762,500 | |||||||||
Number of shares in a unit | shares | 1 | |||||||||
Number of warrants in a unit | shares | 1 | |||||||||
Ordinary shares, par value (per share) | $ 10 | |||||||||
Private Placement | Common Class A | ||||||||||
Description of Organization and Business Operations | ||||||||||
Purchase price | $ 11.50 | |||||||||
Over-allotment option | ||||||||||
Description of Organization and Business Operations | ||||||||||
Sale of units (in shares) | shares | 1,875,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Jan. 18, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | |||
Cash and cash equivalents | $ 671,628 | $ 8,305 | |
Offering costs | 8,642,235 | ||
Underwriting fee | 2,500,000 | ||
Deferred underwriting fee | 5,406,250 | ||
Actual offering costs | $ 735,985 | ||
Shares excluded from calculation of diluted loss per share | 14,375,000 | ||
Unrecognized tax benefits | $ 0 | ||
Class A ordinary shares subject to possible redemption | |||
Significant Accounting Policies | |||
Temporary equity, shares outstanding | 14,375,000 | ||
Money market funds | |||
Significant Accounting Policies | |||
Net proceeds from sale of units | $ 146,625,000 | ||
Percentage redemption of public share | 100% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of condensed balance sheet (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Significant Accounting Policies | |
Accretion of Class A ordinary shares subject to possible redemption | $ 18,948,600 |
Class A ordinary shares subject to possible redemption | |
Significant Accounting Policies | |
Gross proceeds from initial public offering | 143,750,000 |
Proceeds allocated to public warrants | (354,359) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (8,642,235) |
Accretion of Class A ordinary shares subject to possible redemption | 18,948,600 |
Class A ordinary shares subject to possible redemption | $ 153,702,006 |
Significant Accounting Polici_6
Significant Accounting Policies - Basic and diluted net income (loss) per ordinary share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2023 | Mar. 31, 2022 | [1] | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||||||
NetIncomeLoss | $ (6,646) | $ (71,941) | $ 6,080,121 | $ 6,073,475 | $ (71,941) | |
Accretion of Class A ordinary shares subject to possible redemption | (18,948,600) | |||||
Numerator: | ||||||
Allocation of accretion of temporary equity to redeemable shares | 18,948,600 | |||||
Denominator: | ||||||
Basic net loss per share | $ (0.02) | |||||
Class A Redeemable | ||||||
Significant Accounting Policies | ||||||
Accretion of Class A ordinary shares subject to possible redemption | (18,948,600) | |||||
Numerator: | ||||||
Allocation of net income by class | 4,385,620 | |||||
Less: Accretion allocation based on ownership percentage | (13,667,712) | |||||
Allocation of accretion of temporary equity to redeemable shares | 18,948,600 | |||||
Total net income (loss) by class | $ 9,666,508 | |||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 13,705,479 | |||||
Basic net loss per share | $ 0.71 | |||||
Class A Non-redeemable | ||||||
Numerator: | ||||||
Allocation of net income by class | $ 232,628 | |||||
Less: Accretion allocation based on ownership percentage | (724,983) | |||||
Total net income (loss) by class | $ (492,355) | |||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 726,986 | |||||
Basic net loss per share | $ (0.68) | |||||
Class A ordinary shares not subject to possible redemption | ||||||
Significant Accounting Policies | ||||||
Net loss including accretion of temporary equity to redemption value | $ (12,875,125) | |||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 726,986 | |||||
Weighted average shares outstanding, Diluted | 726,986 | |||||
Basic net loss per share | $ (0.68) | |||||
Diluted net loss per share | $ (0.68) | |||||
Common Class B | ||||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 4,791,667 | |||||
Class B Non-redeemable | ||||||
Numerator: | ||||||
Allocation of net income by class | $ 1,455,227 | |||||
Less: Accretion allocation based on ownership percentage | (4,555,905) | |||||
Total net income (loss) by class | $ (3,100,678) | |||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 4,791,667 | |||||
Basic net loss per share | $ (0.65) | |||||
[1] (1) |
Significant Accounting Polici_7
Significant Accounting Policies - Earnings per share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2023 | Mar. 31, 2022 | [1] | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||||||
Net income (loss) | $ (6,646) | $ (71,941) | $ 6,080,121 | $ 6,073,475 | $ (71,941) | |
Basic net loss per share | $ (0.02) | |||||
Common Class B | ||||||
Significant Accounting Policies | ||||||
Weighted average shares outstanding, Basic | 4,791,667 | |||||
[1] (1) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 18, 2023 | Jan. 08, 2024 | Dec. 31, 2023 | Jan. 08, 2023 | Dec. 31, 2022 |
Initial Public Offering | |||||
Cash and marketable securities held in trust account | $ 153,702,006 | ||||
Operating cash | $ 671,628 | $ 8,305 | |||
Class A ordinary shares | Public Warrants | |||||
Initial Public Offering | |||||
Purchase price | $ 11.50 | ||||
Subsequent event | |||||
Initial Public Offering | |||||
Cash and marketable securities held in trust account | $ 77,956,971 | ||||
Initial Public Offering | |||||
Initial Public Offering | |||||
Number of units sold | 14,375,000 | ||||
Offering price per share | $ 10 | $ 10.20 | |||
Share Price | $ 10.20 | ||||
Initial Public Offering | Public Warrants | |||||
Initial Public Offering | |||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 1 | ||||
Number of shares issuable per warrant | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 12 Months Ended | ||||||
May 07, 2023 | Nov. 17, 2022 | Aug. 18, 2022 | Mar. 04, 2022 | Jan. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Related Party Transactions | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Common Class B | |||||||
Related Party Transactions | |||||||
Number of shares transferred (in shares) | 6,900,000 | ||||||
Common stock, shares outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | |||
Common Class B | Sponsor | |||||||
Related Party Transactions | |||||||
Consideration for shares surrender | 0 | 0 | |||||
Founder Shares | Sponsor | |||||||
Related Party Transactions | |||||||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | |||
Number of shares surrender | 958,333 | 1,150,000 | |||||
Common stock, shares outstanding | 4,791,667 | 5,750,000 | 6,900,000 | ||||
Founder Shares | Common Class B | |||||||
Related Party Transactions | |||||||
Number of shares transferred (in shares) | 1,150,000 | ||||||
Founder Shares | Common Class B | Sponsor | |||||||
Related Party Transactions | |||||||
Number of shares issued | 5,750,000 | ||||||
Ordinary shares, par value (per share) | $ 0.0001 | ||||||
Aggregate purchase price | $ 25,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Related Party Transactions | |
Aggregate purchase price | $ | $ 7,625,000 |
Private Placement | |
Related Party Transactions | |
Number of units sold | 762,500 |
Offering price per share | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 7,625,000 |
Number of shares in a unit | 1 |
Number of warrants in a unit | 1 |
Number of shares issuable per warrant | 1 |
Private Placement | Common Class A | |
Related Party Transactions | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - Working Capital Loans - Related Party Loans - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Proceeds held in trust account used to repay working capital loan | $ 0 | |
Maximum amount of loan convertible | $ 1,500,000 | |
Offering price per share | $ 10 | |
Related Party | ||
Related Party Transactions | ||
Outstanding balance | $ 0 | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Promissory Note from Related Party (Details) - Promissory note - USD ($) | Jan. 18, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 26, 2022 |
Related Party Transactions | ||||
Aggregate principal amount | $ 300,000 | |||
Amount borrowed | $ 237,234 | |||
Annual payments | 245,540 | |||
Related Party | ||||
Related Party Transactions | ||||
Overpayment of related party receivable | $ 8,306 | |||
Outstanding balance | $ 0 | $ 237,234 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Services Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accrued expenses related party | $ 969 | |
Administrative Services Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month paid | $ 10,000 | |
Accrued expenses related party | 116,129 | |
Administrative expense | $ 116,129 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 12 Months Ended | |
Jan. 18, 2023 shares | Dec. 31, 2023 USD ($) item shares | |
Commitments & Contingencies | ||
Maximum number of demands for registration of securities | item | 2 | |
Initial Public Offering | ||
Commitments & Contingencies | ||
Number of units sold | shares | 14,375,000 | |
Payment of underwriting fee | $ | $ 2,500,000 | |
Underwriting fee (in percentage) | 3.50 | |
Over-allotment option | ||
Commitments & Contingencies | ||
Granted Term | 45 days | |
Number of units sold | shares | 1,875,000 | |
Underwriting fee (in percentage) | 5.50 | |
Deferred underwriting commission | $ | $ 5,406,250 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Preference shares (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Shareholders' Equity (Deficit) | ||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) - Ordinary shares (Details) | 12 Months Ended | |||||
May 07, 2023 shares | Nov. 17, 2022 shares | Aug. 18, 2022 shares | Mar. 04, 2022 USD ($) shares | Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Shareholders' Equity (Deficit) | ||||||
Threshold conversion ratio of stock | 1 | |||||
Sponsor | Founder Shares | ||||||
Shareholders' Equity (Deficit) | ||||||
Ordinary shares, share outstanding | 4,791,667 | 5,750,000 | 6,900,000 | |||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | ||
Class A ordinary shares | ||||||
Shareholders' Equity (Deficit) | ||||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Class A ordinary shares subject to possible redemption | ||||||
Shareholders' Equity (Deficit) | ||||||
Temporary equity, shares issued | 14,375,000 | 14,375,000 | ||||
Temporary equity, shares outstanding | 0 | 0 | ||||
Class A ordinary shares not subject to possible redemption | ||||||
Shareholders' Equity (Deficit) | ||||||
Ordinary shares, shares issued (in shares) | 762,500 | 0 | ||||
Ordinary shares, share outstanding | 762,500 | 0 | ||||
Common Class B | ||||||
Shareholders' Equity (Deficit) | ||||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued (in shares) | 4,791,667 | 4,791,667 | ||||
Ordinary shares, share outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | ||
Ordinary shares, votes per share | Vote | 1 | |||||
Number of shares transferred (in shares) | 6,900,000 | |||||
Ratio to be applied to the stock in the conversion | 25 | |||||
Common Class B | Founder Shares | ||||||
Shareholders' Equity (Deficit) | ||||||
Number of shares transferred (in shares) | 1,150,000 | |||||
Common Class B | Sponsor | ||||||
Shareholders' Equity (Deficit) | ||||||
Consideration for shares surrender | 0 | 0 | ||||
Common Class B | Sponsor | Founder Shares | ||||||
Shareholders' Equity (Deficit) | ||||||
Share capitalization | $ | $ 1,150,000 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2023 D $ / shares | Dec. 31, 2022 $ / shares | |
Shareholders' Equity (Deficit) | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Percentage of aggregate voting power for holder of a warrant entitled to receive the highest amount of cash | 50% | |
Maximum consideration receivable to decrease warrant price | 70% | |
Warrant exercise term from public disclosure of the consummation of the applicable event to decrease warrant price | 30 days | |
Maximum | ||
Shareholders' Equity (Deficit) | ||
Maximum threshold period for registration statement to become effective after business combination | 61 days | |
Class A ordinary shares | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Class B | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Warrants | ||
Shareholders' Equity (Deficit) | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Warrants | Class A ordinary shares | ||
Shareholders' Equity (Deficit) | ||
Redemption price per public warrant (in dollars per share) | $ 11.50 | |
Warrant exercise period condition one | 30 days | |
Public Warrants expiration term | 5 years | |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Shareholders' Equity (Deficit) | ||
Redemption price per public warrant (in dollars per share) | $ 18 | |
Public Warrants | ||
Shareholders' Equity (Deficit) | ||
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Shareholders' Equity (Deficit) | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption period | 30 days | |
Warrant redemption condition minimum share price | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Cash and marketable securities held in trust account | $ 153,702,006 | |
Level 1 | Recurring | ||
Fair Value Measurements | ||
Cash equivalents | 671,628 | $ 8,305 |
Cash and marketable securities held in trust account | $ 153,702,006 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | |||||||||
Jan. 08, 2024 USD ($) shares | Jan. 08, 2024 USD ($) shares | Jan. 08, 2024 USD ($) shares | Jan. 08, 2024 USD ($) $ / shares shares | Jan. 08, 2024 USD ($) item shares | Jan. 08, 2024 USD ($) shares | Jan. 18, 2023 $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Jan. 08, 2023 $ / shares | |
Subsequent Events | ||||||||||
Deferred underwriting commissions | $ | $ 5,406,250 | |||||||||
Consideration | $ | $ 25,000 | |||||||||
Surrender and cancellation of Founder Shares | $ | 18,948,600 | |||||||||
Cash and marketable securities held in trust account | $ | $ 153,702,006 | |||||||||
Initial Public Offering | ||||||||||
Subsequent Events | ||||||||||
Number of units sold | 14,375,000 | |||||||||
Share price | $ / shares | $ 10.20 | |||||||||
Ordinary shares, par value (per share) | $ / shares | $ 10 | $ 10.20 | ||||||||
Initial Public Offering | Private Placement Warrants | ||||||||||
Subsequent Events | ||||||||||
Number of units sold | 762,500 | |||||||||
Number of warrants in a unit | 1 | |||||||||
Purchase price | $ / shares | $ 11.50 | |||||||||
Ordinary shares, par value (per share) | $ / shares | $ 10 | |||||||||
Initial Public Offering | Public Warrants | ||||||||||
Subsequent Events | ||||||||||
Number of shares in a unit | 1 | |||||||||
Number of warrants in a unit | 1 | |||||||||
Number of shares issuable per warrant | 1 | |||||||||
Over-allotment option | ||||||||||
Subsequent Events | ||||||||||
Number of units sold | 1,875,000 | |||||||||
Class A ordinary shares | Public Warrants | ||||||||||
Subsequent Events | ||||||||||
Purchase price | $ / shares | $ 11.50 | |||||||||
Subsequent event | ||||||||||
Subsequent Events | ||||||||||
Business combination consummation period | 12 months | |||||||||
Maximum number of extensions | 12 | 12 | ||||||||
Extension period | 1 month | |||||||||
Notice period for extension | 5 days | |||||||||
Deposits, price per public share | $ / shares | $ 0.02 | |||||||||
Amount utilized from trust account for redemption payment | $ | $ 75,921,158 | |||||||||
Cash and marketable securities held in trust account | $ | $ 77,956,971 | $ 77,956,971 | $ 77,956,971 | $ 77,956,971 | $ 77,956,971 | $ 77,956,971 | ||||
Common stock, shares outstanding | 12,813,782 | 12,813,782 | 12,813,782 | 12,813,782 | 12,813,782 | 12,813,782 | ||||
Subsequent event | Class A ordinary shares | ||||||||||
Subsequent Events | ||||||||||
Shares redeemed | 7,115,385 | |||||||||
Remeasurement of Class A ordinary shares to redemption value (in shares) | 7,115,385 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (6,646) | $ (71,941) | [1] | $ 6,080,121 | $ 6,073,475 | $ (71,941) |
[1] (1) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |