Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | NEW HORIZON AIRCRAFT LTD. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Central Index Key | 0001930021 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 16,138 | $ 88,277 |
Prepaid expenses | 71,081 | 1,372 |
Prepaid income taxes | 34,552 | |
Total current assets | 121,771 | 89,649 |
Deferred offering costs | 368,802 | |
Investments held in Trust Account | 121,961,421 | |
Total Assets | 122,083,192 | 458,451 |
Current liabilities: | ||
Accounts payable | 685,018 | |
Accrued expenses | 46,140 | |
Accrued offering costs | 70,000 | 142,138 |
Total current liabilities | 986,158 | 442,138 |
Deferred underwriting fee payable | 3,450,000 | |
Forward Purchase Agreement | 2,650,000 | |
Total Liabilities | 7,086,158 | 442,138 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 and 0 shares at redemption value of $10.60 and $0 per share as of December 31, 2023 and December 31, 2022, respectively | 121,861,421 | |
Shareholders’ Equity (Deficit): | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 24,712 | |
Subscription receivable | (206) | |
Accumulated deficit | (6,864,948) | (8,687) |
Total Shareholders’ Equity (Deficit) | (6,864,387) | 16,313 |
Total Liabilities and Shareholders’ Equity (Deficit) | 122,083,192 | 458,451 |
Class A Ordinary Shares | ||
Shareholders’ Equity (Deficit): | ||
Ordinary shares, value | 67 | |
Class B Ordinary Shares | ||
Shareholders’ Equity (Deficit): | ||
Ordinary shares, value | 494 | 494 |
Related Party | ||
Current liabilities: | ||
Accrued expenses - related party | 10,000 | |
Promissory note - related party | $ 175,000 | $ 300,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares authorized | 11,500,000 | 0 |
Redemption value per shares (in Dollars per share) | $ 10.6 | $ 0 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 668,875 | 0 |
Ordinary shares, shares outstanding | 668,875 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 |
Ordinary shares, shares issued | 4,935,622 | 4,935,622 |
Ordinary shares, shares outstanding | 4,935,622 | 4,935,622 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Operating and formation costs | $ 8,687 | $ 1,666,371 |
Loss from operations | (8,687) | (1,666,371) |
Other income | ||
Interest income on investments held in Trust Account | 5,216,421 | |
Change in fair value of Forward Purchase Agreement | 6,160,000 | |
Total other income | 11,376,421 | |
Income (loss) before income taxes | (8,687) | 9,710,050 |
Income tax expense | (1,095,448) | |
Net income (loss) | $ (8,687) | $ 8,614,602 |
Class A Ordinary Shares | ||
Other income | ||
Basic weighted average shares outstanding (in Shares) | 10,668,603 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.55 | |
Class B Ordinary Shares | ||
Other income | ||
Basic weighted average shares outstanding (in Shares) | 2,850,155 | 4,935,622 |
Basic net income (loss) per share (in Dollars per share) | $ 0 | $ 0.55 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Class A Ordinary Shares | ||
Diluted weighted average shares outstanding | 10,668,603 | |
Diluted net income (loss) per share | $ 0.55 | |
Class B Ordinary Shares | ||
Diluted weighted average shares outstanding | 2,850,155 | 4,935,622 |
Diluted net income (loss) per share | $ 0 | $ 0.55 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Total |
Balance at Mar. 10, 2022 | ||||||
Balance (in Shares) at Mar. 10, 2022 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 494 | 24,712 | (206) | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 4,935,622 | |||||
Net income (loss) | (8,687) | (8,687) | ||||
Balance at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |
Balance (in Shares) at Dec. 31, 2022 | 4,935,622 | |||||
Issuance of Placement Units | $ 57 | 5,653,693 | $ 5,653,750 | |||
Issuance of Placement Units (in Shares) | 565,375 | 565,375 | ||||
Issuance of Representative Shares | $ 10 | 132,470 | $ 132,480 | |||
Issuance of Representative Shares (in Shares) | 103,500 | |||||
Proceeds allocated to Public Warrants | 3,392,500 | 3,392,500 | ||||
Allocation of Issuance Costs | (206,223) | (206,223) | ||||
Accretion Redemption Value of Class A Ordinary Shares | (8,997,152) | (6,660,863) | (15,658,015) | |||
Cash received for stock subscription receivable | 206 | 206 | ||||
Forward Purchase Agreement | (8,810,000) | (8,810,000) | ||||
Net income (loss) | 8,614,602 | 8,614,602 | ||||
Balance at Dec. 31, 2023 | $ 67 | $ 494 | $ (6,864,948) | $ (6,864,387) | ||
Balance (in Shares) at Dec. 31, 2023 | 668,875 | 4,935,622 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (8,687) | $ 8,614,602 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest income on investments held in Trust Account | (5,216,421) | |
Change in fair value of Forward Purchase Agreement | (6,160,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,372) | (69,709) |
Accounts payable | 685,018 | |
Accrued expenses | 46,140 | |
Accrued expenses -related party | 10,000 | |
Prepaid income taxes | (34,552) | |
Net cash used in operating activities | (10,059) | (2,124,922) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (117,875,000) | |
Proceeds from Trust Account to pay taxes | 1,130,000 | |
Net cash used in investing activities | (116,745,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |
Proceeds from promissory note - related party | 300,000 | |
Advance from Sponsor for payment of formation costs | 412 | |
Repayment to Sponsor for payment of formation costs | (412) | |
Proceeds from sale of Placement Units | 5,653,750 | |
Proceeds from sale of Units, net of underwriting discount paid | 113,735,000 | |
Proceeds from stock subscriptions received | 206 | |
Repayment of Promissory note - related party | (300,000) | |
Proceeds of Promissory note - related party | 175,000 | |
Payment of offering costs | (226,664) | (466,173) |
Net cash provided by financing activities | 98,336 | 118,797,783 |
Net Change in Cash | 88,277 | (72,139) |
Cash - Beginning of period | 88,277 | |
Cash - End of period | 88,277 | 16,138 |
Non-cash investing and financing activities: | ||
Initial measurement of forward purchase options liabilities | 8,810,000 | |
Accretion of Class A ordinary shares subject to redemption value | 15,658,015 | |
Valuation of Representative Shares | 132,480 | |
Offering costs included in Accrued offering costs | 142,138 | 70,000 |
Deferred underwriting fee payable | 3,450,000 | |
Issuance of Class B ordinary shares to Sponsor for subscription receivable | 206 | |
Supplemental cash flow information | ||
Cash paid for income taxes | $ 1,130,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization, Business Operations and Going Concern [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY New Horizon Aircraft Ltd. f/k/a Pono Capital Three, Inc. (the “Company” or “Pono”) was a blank check company incorporated in Delaware on March 11, 2022 under the name “Pono Capital Three, Inc.” as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On February 14, 2023, Pono consummated an initial public offering. On January 12, 2024, Pono completed a series of transactions that resulted in the combination (the “Business Combination”) of Pono with Robinson Aircraft, Ltd. d/b/a Horizon Aircraft (“Horizon”) pursuant to the previously announced Business Combination Agreement, dated as of August 15, 2023, (as amended by that certain Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”), and Horizon. On January 11, 2024, Pono was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company (the “SPAC Continuation”), and on January 12, 2024, Merger Sub and Horizon were amalgamated under the laws of British Columbia (the “Amalgamation”), and Pono changed its name to New Horizon Aircraft Ltd. (“New Horizon”). At this time, the business of the Horizon became the business of the Company. The Company was an emerging growth company and, as such, the Company was 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 from inception through December 31, 2023 related to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company did not generate any operating revenues prior to the completion of a Business Combination. The Company generated non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including 54,000 Placement Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $5,653,750, which is described in Note 4. Following the closing of the Initial Public Offering on February 14, 2023, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and invested only in U.S. government treasury obligations with maturities 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, until the completion of a business combination. Transaction costs related to the issuances described above amounted to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds were intended to be applied generally toward consummating a business combination. The Company completed the Business Combination with Horizon that together had an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement entered into with respect to the initial Business Combination. The Company completed a business combination as the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired 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 provided 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with the Business Combination, the Company sought shareholder approval of a Business Combination at a meeting called for such purpose at which stockholders may have sought to redeem their shares, regardless of whether they vote for or against a business combination. The Company would have proceeded with a business combination if the Company had net tangible assets of at least $5,000,001 upon consummation of such business combination and a majority of the shares voted were voted in favor of the business combination. The Sponsor had agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provided dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company did not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association related to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) do not participate in any liquidating distributions upon winding up if a Business Combination was not consummated. However, the Sponsor was entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company failed to complete its Business Combination. The Company had 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company was unable to complete a Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption would have completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The Sponsor had agreed that it would have been 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 had discussed entering into a transaction agreement, reduced the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor was not responsible to the extent of any liability for such third-party claims. The Company sought to reduce the possibility that the Sponsor would have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company did 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 As of December 31, 2023 and December 31, 2022, the Company had $16,138 and $88,277 in cash, respectively, and a working capital deficit of $864,387 and $352,489, respectively. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the consolidated financial statements. The Company completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $1,500,000 under Working Capital Loans (see Note 5.) The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred significant costs in pursuit of the Company’s financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, Presentation of Financial Statements — Going Concern, management has determined that liquidity conditions and the mandatory business combination deadline conditions raised substantial doubt about the Company’s ability to continue as a going concern within the earlier of the Combination Period, which ended on February 14, 2024, or one year after the date that the consolidated financial statements are issued had the Business Combination not been consummated. The closing of the Business Combination on January 12, 2024 alleviated the above mentioned conditions. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. The mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to effect an extension of the time in which the Company must complete a business combination or complete a business combination. Business Combination On August 15, 2023, Pono entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among Pono, the Merger Sub and Horizon. Horizon is an innovative aerospace company building an operationally ready eVTOL (hybrid-electric Vertical Takeoff and Landing) aircraft. On December 27, 2023, Pono and Horizon entered into a Business Combination Agreement Waiver (the “Business Combination Agreement Waiver”) to waive the Equity Financing closing condition set forth in the Business Combination Agreement. Pono entered into a subscription agreement (the “Subscription Agreement”), pursuant to which Pono obtained a commitment from a certain investor (the “Subscriber”) to purchase Pono’s Class A ordinary shares (such shares, collectively, “Subscription Shares”) in an aggregate value of $2,000,000 (as of the date thereof), representing 200,000 Subscription Shares at a price of $10.00 per share. The purpose of the sale of the Subscription Shares was to raise additional capital for use in connection with the Business Combination. The closing of the sale of the Subscription Shares pursuant to the Subscription Agreement was contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. Pono entered into a letter agreement (the “Letter Agreement”) with Horizon, pursuant to which, as an inducement for the Subscriber to enter into the Subscription Agreement, Horizon agreed to transfer or cause to be transferred an aggregate of 330,000 Incentive Shares (as defined in the Business Combination Agreement) to the Subscriber and an additional 470,000 Incentive Shares to the Subscriber’s designees. Pursuant to the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement, which occurred on January 12, 2024 (the “Closing”), Merger Sub and Horizon were amalgamated under the laws of British Columbia, with Horizon continuing as the surviving corporation (the “Surviving Corporation”). Pono changed its name to New Horizon Aircraft Ltd. (“New Horizon”) As consideration for the Business Combination, the holders of Horizon common shares collectively were entitled to receive from Pono, in the aggregate, a number of Pono Class A ordinary shares equal to (the “Exchange Consideration”) the quotient derived from dividing (a) the difference of (i) Ninety-six Million Dollars ($96,000,000) minus (ii) the Closing Net Indebtedness, by (b) the Redemption Price (as defined in the Business Combination Agreement), with each Horizon shareholder receiving, for each Horizon share held, a number of Pono Class A ordinary shares equal to such shareholder’s pro rata portion of the Exchange Consideration. Each outstanding option to purchase Horizon common stock was cancelled or exercised prior to the Closing. The Exchange Consideration otherwise payable to Horizon stockholders was subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Exchange Consideration to be placed in escrow for post-closing adjustments (if any) to the Exchange Consideration. The Exchange Consideration was subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness as of the Closing Date. If the adjustment was a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of Company Class A ordinary shares with a value equal to the absolute value of the adjustment amount. If the adjustment was a positive adjustment in favor of Horizon, the Company will issue to the Horizon shareholders an additional number of Company Class A ordinary shares with a value equal to the adjustment amount. In connection with the Business Combination, the Company and Horizon entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively referred to as the “Seller” or “Meteora”) (the “Forward Purchase Agreement” or “Confirmation”) for OTC Equity Prepaid Forward Transactions. Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 9.9% of the total Company Class A ordinary shares, par value $0.0001 per share, of the Company outstanding following the closing of the Business Combination concurrently with the Closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of Pono Class A ordinary shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”). The Forward Purchase Agreement is within the scope of ASC 480-10 due to the obligation to repurchase the Company’s equity shares and transfer cash. Accordingly, the initial fair value will be recorded as a liability with any changes in value recognized in earnings in the period of remeasurement. On August 15, 2023, the Company entered into a subscription agreement (the “FPA Funding Amount Subscription Agreement”) with Seller. Pursuant to the FPA Funding Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing Date at a price of $10.00 per share, an aggregate of up to the Maximum Amount, less the Recycled Shares in connection with the Forward Purchase Agreements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of December 31, 2023 and December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated 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 from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase options, warrants, and the allocation of offering cost. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and December 31, 2022. Investments Held in Trust Account As of December 31, 2023 the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $121,961,421 and $0 and in investments held in the Trust Account as of December 31, 2023 and December 31, 2022, respectively. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.60 per share as of December 31, 2023) 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. As of December 31, 2022, Class A ordinary shares subject to possible redemption was $0. As of December 31, 2023, the Class A ordinary shares reflected in the consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 15,658,015 Class A ordinary shares subject to possible redemption $ 121,861,421 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Net Income (loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number ordinary shares outstanding for the period. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. The 17,500 Class A Ordinary Shares (as defined in Note 5) that would be issuable upon conversion of the Convertible Related Party Note have been included in the calculation of diluted net income per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per share: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 5,889,800 $ 2,724,802 $ — $ (8,687 ) Denominator: Weighted Average Ordinary Shares 10,668,603 4,935,622 — 2,850,155 Basic and diluted net income (loss) per ordinary shares $ 0.55 $ 0.55 $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Forward Purchase Agreement (described in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a Monte Carlo simulation model and the fair value of the private warrants was measured using a Black-Scholes Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The accounting pronouncement is not expected to have a material impact on the Company's disclosures. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 Placement Units at a price of $10.00 per Placement Units, in a private placement to the Sponsor, including 54,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $5,653,750. Each Placement Unit consists of one Class A ordinary share (“Placement Share”) and one warrant (“Placement Warrant”). The proceeds from the sale of the Placement Units were added to the net 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 Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 22, 2022, the Sponsor subscribed for additional Founder Shares resulting in the issuance of 2,060,622 Class B ordinary shares to the Sponsor for consideration of $206. The Founder Shares included an aggregate of up to 643,777 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 30% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a business combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a business combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a business combination, or earlier, in each case, if, subsequent to a business combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note - Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of (i) March 31, 2023 or (ii) the date on which Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $300,000 under the Promissory Note. On February 15, 2023, the Company repaid the outstanding balance under the Promissory Note of $300,000 that was borrowed prior to our initial public offering. As of December 31, 2023, there was no borrowings outstanding under the Promissory Note. As of December 31, 2022, the outstanding balance under the Promissory Note was $300,000. As of December 31, 2023 and December 31, 2022, there was $175,000 and $0, respectively, borrowings outstanding under the related party loans. Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a business combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $10,000 per month for these services during the 12-month period to complete a business combination. For the year ended December 31, 2023, and for the period from March 11, 2022 (inception) through December 31, 2022, the Company incurred expenses of $105,000 and $0, respectively. As of December 31, 2023 and December 31, 2022, there was $10,000 and $0 accrued for by the Company for expenses incurred under this agreement. Related Party Loans In order to finance transaction costs in connection with the initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial business combination, the Company will repay such loaned amounts. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial business combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial business combination. The Units would be identical to the Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company has made no loans under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000. The underwriters were paid a cash underwriting discount of $0.11 per Unit, or $1,265,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.30 per unit, or $3,450,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. Upon the closing of the Business Combination, the Company paid $2,345,000 of the deferred underwriting fee. In addition, 103,500 shares were issued to the underwriters, in partial satisfaction of the deferred underwriting commission of $1,105,000, and $70,000 remains outstanding. Representative Shares Upon closing of the Initial Public Offering, the Company issued 103,500 Class A ordinary shares to the underwriters. The underwriters have agreed not to transfer, assign or sell the Representative Shares until the completion of the initial business combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial business combination within 12 months (or up to 18 months if the Company extends such period) from the closing of the Initial Public Offering. The Representative Shares are subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). The initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $1.28 per share or $132,480 (for the 103,500 Representative Shares issued) as of the date of the Initial Public Offering (which is also the grant date). During the year ended December 31, 2023, $132,480 was recorded as an offering cost with a corresponding entry to permanent shareholders’ equity. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a business combination, the Company has granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity (Deficit) [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares no Class A ordinary shares — Class B ordinary shares — Warrants — no The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant, ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,065,375 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 565,375 Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 121,961,421 $ 121,961,421 $ — $ — Liabilities Derivative liabilities - Forward Purchase Agreement $ 2,650,000 $ — $ — $ 2,650,000 As of As of Redemption Price $ 10.61 $ 10.43 Stock price $ 8.32 $ 10.49 Volatility 53.0 % 56.0 % Term (years) 2.62 3.00 Risk-free rate 4.09 % 4.64 % As of December 31, 2022, the Company had no financial assets or liabilities measured at fair value on a recurring basis. The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the year ended December 31, 2023 is summarized as follows: Fair value as of August 15, 2023 (inception) $ 8,810,000 Change in fair value of derivative liabilities (6,160,000 ) Fair value as of December 31, 2023 $ 2,650,000 The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9. INCOME TAXES The Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets Start-up costs $ 185,213 $ 20,335 Total deferred tax assets 185,213 20,335 Valuation allowance (185,213 ) (20,335 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ 1,095,448 $ — Deferred (132,884 ) (16,389 ) State Current — — Deferred (31,993 ) (3,946 ) Change in valuation allowance 164,878 20,335 Income tax provision $ 1,095,448 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period ended December 31, 2023 and 2022 the change in the valuation allowance was $164,878 and $20,335, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit (0.33 )% 0.0 % Change in fair value of derivative warrant liabilities (13.32 )% — % Non-deductible transaction costs 2.23 % — % Other permanent items, net 0.01 % — % Change in valuation allowance 1.70 % (21.0 )% Income tax provision 11.28 % — % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than those subsequent events described below and discussed in Notes 2 and 7, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 4, 2024, the Company held an extraordinary general meeting of the shareholders, which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement dated as of August 15, 2023 (as amended by that certain Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Merger Sub and Horizon. At the extraordinary general meeting twelve proposals were considered by the shareholders, including the SPAC Continuance Proposal; the Business Combination Proposal; the Advisory Charter Proposals, which consisted of seven non-binding proposals related to material differences between Pono’s Amended and Restated Articles of Association and the charter of New Horizon (the “Advisory Charter Proposals”); a proposals to approve an equity incentive plan; and a proposal to approve the issuance of New Horizon Class A ordinary shares as Merger Consideration for the purposes of complying with Nasdaq Listing Rule 5635. The Advisory Charter Proposals included changing of the name of Pono from “Pono Capital Three, Inc.” to “New Horizon Aircraft Ltd.,”, removing and changing certain provisions in Pono’s Amended and Restated Articles of Association related to Pono’s status as a special purpose acquisition company, removing Pono’s ability to issue preferred shares consistent with common practices for British Columbia companies, authorizing an unlimited number of Class A ordinary shares without par value and Class B ordinary shares without par value consistent with common practices for British Columbia companies, providing that the quorum required for shareholder meetings is a minimum of 33 1/3% of shares entitled to vote thereon, consistent with common practices for British Columbia companies, providing that shareholders may remove a director by resolution of not less than ¾ of the votes entitled to vote thereon, and providing that shareholder nominations for the board of directors must be given not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, consistent with common practices for British Columbia companies. In connection with the Business Combination, $105,150,654 of Class A ordinary shares were redeemed and the full amount of $16,749,346 from the Trust was released to the Company. Pursuant to the Business Combination Agreement, prior to the closing of the transactions contemplated by the Business Combination Agreement, the Company was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company (the “SPAC Continuance”), and at the Closing, Merger Sub was amalgamated with Horizon (the resulting company, “Amalco”), with Amalco being the wholly-owned subsidiary of the Company. On January 10, 2024, pursuant to the Business Combination Agreement, and as described in greater detail in the Company’s definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on December 22, 2023, as supplemented by a prospectus supplement filed on December 29, 2023, the SPAC Continuance was effected under Cayman Islands law when the Cayman Islands Registrar of Companies issued a Certificate of De-Registration. The Company’s board of directors and shareholders approved the SPAC Continuance on January 4, 2024. On January 11, 2024, the Company completed the SPAC Continuance and in connection therewith, effected the new articles of Pono (the “post-continuance Pono Articles”) under the laws of British Columbia. On January 12, 2024, the Company issued a press release announcing that on January 12, 2024, it closed its previously announced business combination. The Company’s Class A ordinary shares and public warrants began trading on The Nasdaq Capital Market under the symbols “HOVR” and “HOVRW,” respectively, on or about January 16, 2024. On January 16, 2024, the Company issued a press release announcing that on January 16, 2024, it entered into a letter of intent with JetSetGo, a regional air operator servicing multiple mission profiles, pursuant to which JetSetGo agreed to purchase 50 Cavorite X7 Aircraft from the Company at a purchase price up to $5M USD per aircraft for a total aggregate consideration of $250M USD, with an option to purchase an additional 50 aircraft for a total possible consideration of $500M USD. On January 19, 2024, in connection with the closing of its Business Combination, the Company announced that it has changed its fiscal year end to May 31. On February 14, 2024, the Company entered into a forward purchase agreement confirmation amendment (the “FPA Amendment”) with (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) for purposes of amending the previously disclosed OTC Equity Prepaid Forward Transaction, dated as of August 15, 2023 (the “Forward Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. The FPA Amendment amended certain sections of the Forward Purchase Agreement, including the Prepayment Shortfall, Prepayment Shortfall Consideration, Shortfall Sales, and Share Registration sections and added a section relating to Shortfall Warrants (as defined below). The FPA Amendment amends the Prepayment Shortfall section to provide that an amount in U.S. dollars equal to 5.0% of the product of the Recycled Shares and the Initial Price (the “Prepayment Shortfall”) will be paid by Seller to Company on the Prepayment Date (which amount shall be netted from the Prepayment Amount). Additionally, the Company shall have the option, at its sole discretion, at any time up to forty-five (45) calendar days prior to the Valuation Date, to request up to $5,000,000 of Prepayment Shortfall via twenty (20) distinct written requests to Seller in the amount of $250,000 (each an “Additional Shortfall Request”), provided the Company shall only be able to make an Additional Shortfall Request provided the (i) Seller has recovered 120% of the prior Additional Shortfall Request, if any, via Shortfall Sales as further described in the Section titled “Prepayment Shortfall Consideration” and (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number of Shares (excluding unregistered shares) held by Seller less Shortfall Sale Shares be at least seven (7) times greater than the Additional Shortfall Request ((i) and (ii) collectively as the “Equity Conditions”). Notwithstanding the foregoing, Seller, in its sole discretion, may waive the Equity Conditions for each Additional Shortfall Request, if applicable, in writing to the Company. The FPA Amendment amends the Prepayment Shortfall Consideration section to provide that at any time, Seller in its sole discretion may sell Recycled Shares at any sales price or exercise Shortfall Warrants (defined below) on a cashless basis and sell the underlying Shortfall Warrant Shares (as defined below) at any sales price, without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 120% of the Prepayment Shortfall (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered hereunder, and (b) an Optional Early Termination, subject to the terms and conditions herein applicable to Terminated Shares, when an OET Notice is delivered thereunder, in each case the delivery of such notice in the sole discretion of the Seller. For the avoidance of doubt and notwithstanding anything to the contrary herein, Seller shall not be liable for any Settlement Amount payment with respect to the Shortfall Sale Shares. The FPA Amendment amends the Shortfall Sales section to provide that from time to time and on any date following the Trade Date (any such date, a “Shortfall Sale Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, at any sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to the Company (the “Shortfall Sale Notice”) no later than the later of (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale Proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. Without Seller’s prior written consent, the Company covenants and agrees from the date of the FPA Amendment until the Valuation Date not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall Sales equal the total potential Prepayment Shortfall, including all Additional Shortfall Requests, whether requested by the Company or otherwise. The FPA Amendment adds a section covering the Shortfall Warrants that provides that Seller in its sole discretion may request (in one or more requests) warrants of the Company exercisable for Shares in an amount equal to the lesser of (a) 10,000,000 and (b) 19.99% of the currently outstanding Class A ordinary shares (the “Shortfall Warrants,” and the Shares underlying the Shortfall Warrants, the “Shortfall Warrant Shares”). The Shortfall Warrants shall (i) have an exercise price equal to the Reset Price (except in the case of Shortfall Sales, under which the exercise price shall be zero) and (ii) expire on the Valuation Date. The FPA Amendment amends the Share Registration section to provide certain registration rights to holders of Recycled Shares, Share Consideration Shares, Shortfall Warrants, the Shortfall Warrant Shares and any Additional Shares. Lock-up Agreements On January 11, 2024, Pono entered into Lock-Up Agreements (the “Lock-up Agreements”) by and among Pono, the Sponsor, and certain shareholders of Horizon (such shareholders, the “Company Holders”), pursuant to which each Company Holder agreed not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination (the “Lock-up Shares”), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject to limited exceptions. As used herein, “Lock-Up Period” means the period commencing on the date of the Closing and ending on the earlier of: (i) six months after the Closing, (ii) the date on which the closing sale price of New Horizon Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing, and (iii) the date after the Closing on which New Horizon consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of New Horizon’s shareholders having the right to exchange their New Horizon Class A ordinary shares for cash, securities or other property. In connection with the Closing, Pono, Horizon, and the Sponsor waived lockup restrictions on approximately 1.69 million shares held by a non-affiliate Horizon shareholder. Non-Competition Agreements On January 12, 2024, New Horizon, Horizon, and each of E. Brandon Robinson, Jason O’Neill, Brian Robinson, and Stewart Lee entered into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”), pursuant to which such persons and their affiliates agreed not to compete with New Horizon during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers or clients of such entities. The Non-Competition and Non-Solicitation Agreements also contain customary non-disparagement and confidentiality provisions. Registration Rights Agreement In connection with the Business Combination, on January 12, 2024, Pono, Horizon, the Sponsor, the executive officers and directors of Pono immediately prior to the consummation of the Business Combination (with such executive officers and directors, together with the Sponsor, the “Sponsor Parties”), and a certain existing shareholder of Horizon (such party, together with the Sponsor Parties, the “Investors”) enter into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of New Horizon’s Class A ordinary shares issued to them in connection with the Business Combination. The Investors are entitled to (i) make three written demands for registration under the Securities Act of all or part of their shares and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination. New Horizon will bear the expenses incurred in connection with the filing of any such registration statements. On February 14, 2024, the Company filed a Registration Statement on Form S-1 with the SEC. PIPE Pursuant to the Subscription Agreement, on January 12, 2024, Pono issued 200,000 Class A ordinary shares to the Subscriber, and received $2,000,000 in net proceeds from such transaction. In addition, in connection with the closing of the PIPE Offering, Horizon caused 754,013 Incentive Shares to be transferred to the Subscriber or its designees. Pursuant to the Subscription Agreement, New Horizon has agreed to provide registration rights to the PIPE shares and the Incentive Shares. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Financial Statement Presentation | Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of December 31, 2023 and December 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated 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 from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase options, warrants, and the allocation of offering cost. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023 the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $121,961,421 and $0 and in investments held in the Trust Account as of December 31, 2023 and December 31, 2022, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Class A Ordinary Shares Subject To Possible Redemption | Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.60 per share as of December 31, 2023) 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. As of December 31, 2022, Class A ordinary shares subject to possible redemption was $0. As of December 31, 2023, the Class A ordinary shares reflected in the consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 15,658,015 Class A ordinary shares subject to possible redemption $ 121,861,421 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
Net Income (loss) Per Share | Net Income (loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number ordinary shares outstanding for the period. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. The 17,500 Class A Ordinary Shares (as defined in Note 5) that would be issuable upon conversion of the Convertible Related Party Note have been included in the calculation of diluted net income per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per share: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 5,889,800 $ 2,724,802 $ — $ (8,687 ) Denominator: Weighted Average Ordinary Shares 10,668,603 4,935,622 — 2,850,155 Basic and diluted net income (loss) per ordinary shares $ 0.55 $ 0.55 $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Forward Purchase Agreement (described in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a Monte Carlo simulation model and the fair value of the private warrants was measured using a Black-Scholes Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The accounting pronouncement is not expected to have a material impact on the Company's disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled | As of December 31, 2023, the Class A ordinary shares reflected in the consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 15,658,015 Class A ordinary shares subject to possible redemption $ 121,861,421 |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The following table reflects the calculation of basic and diluted net income (loss) per share: For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 5,889,800 $ 2,724,802 $ — $ (8,687 ) Denominator: Weighted Average Ordinary Shares 10,668,603 4,935,622 — 2,850,155 Basic and diluted net income (loss) per ordinary shares $ 0.55 $ 0.55 $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 121,961,421 $ 121,961,421 $ — $ — Liabilities Derivative liabilities - Forward Purchase Agreement $ 2,650,000 $ — $ — $ 2,650,000 |
Schedule of Level 3 Fair Value Measurements Inputs | As of As of Redemption Price $ 10.61 $ 10.43 Stock price $ 8.32 $ 10.49 Volatility 53.0 % 56.0 % Term (years) 2.62 3.00 Risk-free rate 4.09 % 4.64 % |
Schedule of Fair Value of the Assets and Liabilities | The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the year ended December 31, 2023 is summarized as follows: Fair value as of August 15, 2023 (inception) $ 8,810,000 Change in fair value of derivative liabilities (6,160,000 ) Fair value as of December 31, 2023 $ 2,650,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets (Liabilities) | The Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets Start-up costs $ 185,213 $ 20,335 Total deferred tax assets 185,213 20,335 Valuation allowance (185,213 ) (20,335 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ 1,095,448 $ — Deferred (132,884 ) (16,389 ) State Current — — Deferred (31,993 ) (3,946 ) Change in valuation allowance 164,878 20,335 Income tax provision $ 1,095,448 $ — |
Schedule of Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit (0.33 )% 0.0 % Change in fair value of derivative warrant liabilities (13.32 )% — % Non-deductible transaction costs 2.23 % — % Other permanent items, net 0.01 % — % Change in valuation allowance 1.70 % (21.0 )% Income tax provision 11.28 % — % |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||||
Dec. 27, 2023 | Aug. 15, 2023 | Feb. 14, 2023 | Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Gross proceeds | $ 115,000,000 | ||||||
Price per share (in Dollars per share) | $ 1.28 | ||||||
Gross proceeds | $ 5,653,750 | ||||||
Fair market value, percentage | 80% | ||||||
Redemption, percentage | 100% | ||||||
Cash | 88,277 | $ 16,138 | $ 88,277 | ||||
Working capital deficit | $ 352,489 | 864,387 | $ 352,489 | ||||
Working capital loans | $ 1,500,000 | ||||||
Federal excise tax percentage | 21% | 21% | |||||
Exercise price percent | 1% | ||||||
Aggregate value | $ 2,000,000 | ||||||
Share subscibed (in Shares) | 200,000 | ||||||
Subscription shares price per share (in Dollars per share) | $ 10 | ||||||
Aggregate incentive plans (in Shares) | 330,000 | ||||||
Incentive shares (in Shares) | 470,000 | ||||||
Percentage of exchange consideration | 3% | ||||||
Purchase percentage | 9.90% | ||||||
Agreed price per share (in Dollars per share) | $ 10 | ||||||
IPO [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 11,500,000 | ||||||
Net proceeds | $ 117,875,000 | ||||||
Transaction costs | $ 5,610,317 | ||||||
Cash underwriting fees | 1,265,000 | ||||||
Deferred underwriting fees | 3,450,000 | ||||||
Other offering costs | $ 895,317 | ||||||
Over-Allotment Option [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 1,500,000 | ||||||
Private Placement [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 54,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Class A Ordinary Shares [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 1 | 1 | |||||
Redeemable warrant (in Shares) | 1 | ||||||
Exercise price, per share (in Dollars per share) | $ 11.5 | ||||||
Shares amount | $ (96,000,000) | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares [Member] | IPO [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 11,500,000 | ||||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Gross proceeds | $ 115,000,000 | ||||||
Warrant [Member] | Over-Allotment Option [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 1,500,000 | ||||||
Business Combination [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Outstanding voting securities | 50% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Business Combination [Member] | IPO [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10.25 | $ 10.25 | |||||
Deposit amount | $ 379,500 | ||||||
Price per share (in Dollars per share) | $ 0.033 | ||||||
Net of taxes payable | $ 100,000 | ||||||
Mehana Capital L L C [Member] | Private Placement [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Sale of units (in Shares) | 565,375 | ||||||
Gross proceeds | $ 5,653,750 | ||||||
IR Act [Member] | |||||||
Description of Organization, Business Operations and Going Concern [Line Items] | |||||||
Federal excise tax percentage | 1% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Investment held in trust account | $ 121,961,421 | $ 0 |
Unrecognized tax benefits | ||
Net tangible assets | 5,000,001 | |
Offering cost | 5,404,094 | |
Temporary equity | 121,861,421 | |
Federal insurance | $ 250,000 | |
Possible Redemption [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Redemption per share (in Dollars per share) | $ 10.6 | |
IPO [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Offering cost | $ 5,610,317 | |
Underwriting fees | 1,265,000 | |
Deferred underwriting fees | 3,450,000 | |
Other offering costs | 895,317 | |
Temporary equity | $ 206,223 | |
Class A Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Redemption per share (in Dollars per share) | $ 10.6 | $ 0 |
Subject to possible redemption (in Dollars per share) | $ 0.0001 | 0.0001 |
Conversion of convertible shares (in Shares) | 17,500 | |
Class A Ordinary Shares [Member] | Possible Redemption [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Subject to possible redemption (in Dollars per share) | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled [Abstract] | ||
Gross proceeds | $ 115,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (3,392,500) | |
Issuance costs allocated to Class A ordinary shares | (5,404,094) | |
Plus: | ||
Accretion of Class A ordinary shares subject to redemption to redemption amount | 15,658,015 | |
Class A ordinary shares subject to possible redemption | $ 121,861,421 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Class A | ||
Numerator: | ||
Net income (loss) | $ 5,889,800 | |
Denominator: | ||
Weighted Average Ordinary Shares | 10,668,603 | |
Basic net income (loss) per ordinary shares | $ 0.55 | |
Class B | ||
Numerator: | ||
Net income (loss) | $ (8,687) | $ 2,724,802 |
Denominator: | ||
Weighted Average Ordinary Shares | 2,850,155 | 4,935,622 |
Basic net income (loss) per ordinary shares | $ 0 | $ 0.55 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Class A | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||
Weighted Average Ordinary Shares, diluted | 10,668,603 | |
Diluted net income (loss) per ordinary shares | $ 0.55 | |
Class B | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||
Weighted Average Ordinary Shares, diluted | 2,850,155 | 4,935,622 |
Diluted net income (loss) per ordinary shares | $ 0 | $ 0.55 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | |
Feb. 14, 2023 | Dec. 31, 2023 | |
Intial Public Offering [Line Items] | ||
Gross proceeds (in Dollars) | $ 115,000,000 | |
IPO [Member] | ||
Intial Public Offering [Line Items] | ||
Shares issued | 11,500,000 | |
Over-Allotment Option [Member] | ||
Intial Public Offering [Line Items] | ||
Shares issued | 1,500,000 | |
Class A Ordinary Shares [Member] | ||
Intial Public Offering [Line Items] | ||
Shares issued | 1 | 1 |
Redeemable warrant | 1 | |
Exercise price per share (in Dollars per share) | $ 11.5 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Intial Public Offering [Line Items] | ||
Shares issued | 11,500,000 | |
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Intial Public Offering [Line Items] | ||
Gross proceeds (in Dollars) | $ 115,000,000 | |
Public Warrants [Member] | ||
Intial Public Offering [Line Items] | ||
Redeemable warrant | 1 | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | ||
Intial Public Offering [Line Items] | ||
Shares issued | 1 | |
Exercise price per share (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Private Placement [Line Items] | ||
Placement units | 565,375 | |
Gross proceeds (in Dollars) | $ 5,653,750 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Placement units | 54,000 | |
Price per share (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||||
Feb. 15, 2023 | Dec. 22, 2022 | May 17, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 25, 2022 | |
Related Party Transactions [Line Items] | |||||||
Cash | $ 88,277 | $ 16,138 | $ 88,277 | ||||
Promissory note outstanding balance | 300,000 | ||||||
Company borrowed | 0 | 175,000 | 0 | ||||
Incurred expenses | $ 46,140 | ||||||
IPO [Member] | Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Cover expenses | $ 300,000 | ||||||
Promissory note outstanding balance | $ 300,000 | 300,000 | |||||
Class B Ordinary Shares [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Cash | $ 25,000 | ||||||
Issuance shares (in Shares) | 2,875,000 | ||||||
Sponsor consideration | $ 206 | ||||||
Converted percentage | 30% | ||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Founder shares issuance (in Shares) | 643,777 | ||||||
Administrative Support Agreement [Member] | Mehana Capital L L C [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Incurred expenses | $ 0 | $ 105,000 | |||||
Affiliate Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Repayments of Convertible Debt | $ 1,500,000 | ||||||
Price per unit (in Dollars per share) | $ 10 | ||||||
Sponser [Member] | Class B Ordinary Shares [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Founder shares issuance (in Shares) | 2,060,622 | ||||||
Related Party [Member] | IPO [Member] | Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Borrowed amount | $ 300,000 | ||||||
Related Party [Member] | Administrative Support Agreement [Member] | Mehana Capital L L C [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Service cost per month | 10,000 | ||||||
Incurred expenses | $ 10,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Commitments and Contingencies [Line Items] | |
Deferred underwriting fee | $ 2,345,000 |
Shares issued to underwriters (in Shares) | shares | 103,500 |
Deferred underwriting commission | $ 1,105,000 |
Outstanding commission | $ 70,000 |
Fair value shares price per share (in Dollars per share) | $ / shares | $ 1.28 |
Offering cost | $ 132,480 |
Over-Allotment Option [Member] | |
Commitments and Contingencies [Line Items] | |
Additional shares (in Shares) | shares | 1,500,000 |
Offering price per share (in Dollars per share) | $ / shares | $ 10 |
Aggregate purchase price | $ 15,000,000 |
IPO [Member] | |
Commitments and Contingencies [Line Items] | |
Representative shares value | $ 132,480 |
Representative shares issued (in Shares) | shares | 103,500 |
Class A Ordinary Shares [Member] | IPO [Member] | |
Commitments and Contingencies [Line Items] | |
Shares issued (in Shares) | shares | 103,500 |
Underwriters [Member] | |
Commitments and Contingencies [Line Items] | |
Underwriting cash discount per unit (in Dollars per share) | $ / shares | $ 0.3 |
Underwriter cash discount | $ 3,450,000 |
Underwriters [Member] | IPO [Member] | |
Commitments and Contingencies [Line Items] | |
Underwriting cash discount per unit (in Dollars per share) | $ / shares | $ 0.11 |
Underwriter cash discount | $ 1,265,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity (Deficit) [Line Items] | ||
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares issued | ||
Preference shares outstanding | ||
Representative shares | 565,375 | |
Warrants outstanding | ||
Price per share (in Dollars per share) | $ 1.28 | |
Warrant description | ●in whole and not in part; ● at a price of $0.01 per Public Warrant, ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders. | |
Placement Warrants [member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Representative shares | 54,000 | |
Warrants outstanding | 565,375 | |
Price per share (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Warrants issued | 565,375 | |
Public Warrant [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Warrants issued | 12,065,375 | |
Public Warrant [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Warrants outstanding | 11,500,000 | |
Public Warrant [Member] | Initial Public Offering [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Warrants issued | 11,500,000 | |
Class A ordinary shares [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Ordinary shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares issued | 12,168,875 | |
Shares outstanding | 12,168,875 | |
Shares subject to possible redemption | 11,500,000 | |
Remaining shares | 668,875 | |
Ordinary shares issued | 668,875 | 0 |
Ordinary shares outstanding | 668,875 | 0 |
Redeemed ordinary shares | 9,852,558 | |
Business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | |
Class A ordinary shares [Member] | Placement Warrants [member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Temporary equity, shares issued | 565,375 | |
Class A ordinary shares [Member] | Public Warrant [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Purchase of ordinary shares | 1 | |
Price per share (in Dollars per share) | $ 11.5 | |
Class B Ordinary Shares [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Ordinary shares authorized | 10,000,000 | 10,000,000 |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares issued | 4,935,622 | 4,935,622 |
Ordinary shares outstanding | 4,935,622 | 4,935,622 |
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Ordinary shares outstanding | 4,935,622 | |
Shares subject to forfeiture | 643,777 | |
Ownership [Member] | Initial Public Offering [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Initial shareholders ownership, percentage | 30% | |
Initial Business Combination [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Expire term | 5 years | |
Initial Business Combination [Member] | Class A ordinary shares [Member] | ||
Shareholders’ Equity (Deficit) [Line Items] | ||
Representative shares | 103,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2023 USD ($) |
Fair Value Measurements [Line Items] | |
Anticipates remaining | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account: | ||
U.S. Treasury Securities | $ 121,961,421 | |
Liabilities | ||
Derivative liabilities - Forward Purchase Agreement | 2,650,000 | |
Level 1 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | 121,961,421 | |
Liabilities | ||
Derivative liabilities - Forward Purchase Agreement | ||
Level 2 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Liabilities | ||
Derivative liabilities - Forward Purchase Agreement | ||
Level 3 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Liabilities | ||
Derivative liabilities - Forward Purchase Agreement | $ 2,650,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs | Dec. 31, 2023 | Aug. 15, 2023 |
Redemption Price [Member] | ||
Schedule of Level 3 Fair Value Measurements Inputs [Line Items] | ||
Fair Value Measurement Inputs | 10.61 | 10.43 |
Stock price [Member] | ||
Schedule of Level 3 Fair Value Measurements Inputs [Line Items] | ||
Fair Value Measurement Inputs | 8.32 | 10.49 |
Volatility [Member] | ||
Schedule of Level 3 Fair Value Measurements Inputs [Line Items] | ||
Fair Value Measurement Inputs | 53 | 56 |
Term [Member] | ||
Schedule of Level 3 Fair Value Measurements Inputs [Line Items] | ||
Fair Value Measurement Inputs | 2.62 | 3 |
Risk-free rate [Member] | ||
Schedule of Level 3 Fair Value Measurements Inputs [Line Items] | ||
Fair Value Measurement Inputs | 4.09 | 4.64 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value of the Assets and Liabilities | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Fair Value of the Assets and Liabilities [Abstract] | |
Fair value as of August 15, 2023 (inception) | $ 8,810,000 |
Change in fair value of derivative liabilities | (6,160,000) |
Fair value as of December 31, 2023 | $ 2,650,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Taxes [Abstract] | ||
Valuation allowance | $ 20,335 | $ 164,878 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets (Liabilities) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Start-up costs | $ 185,213 | $ 20,335 |
Total deferred tax assets | 185,213 | 20,335 |
Valuation allowance | (185,213) | (20,335) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Federal | ||
Current | $ 1,095,448 | |
Deferred | (16,389) | (132,884) |
State | ||
Current | ||
Deferred | (3,946) | (31,993) |
Change in valuation allowance | 20,335 | 164,878 |
Income tax provision | $ 1,095,448 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | (0.33%) | 0% |
Change in fair value of derivative warrant liabilities | (13.32%) | |
Non-deductible transaction costs | 2.23% | |
Other permanent items, net | 0.01% | |
Change in valuation allowance | 1.70% | (21.00%) |
Income tax provision | 11.28% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 04, 2024 | Jan. 04, 2024 | Jan. 16, 2024 | Dec. 31, 2023 | Jan. 12, 2024 | Dec. 27, 2023 | |
Subsequent Events [Line Items] | ||||||
Product rate | 5% | |||||
Prepayment | $ 5,000,000 | |||||
Selling Expense | $ 250,000 | |||||
Prepayment shortfall, description | (i) Seller has recovered 120% of the prior Additional Shortfall Request, if any, via Shortfall Sales as further described in the Section titled “Prepayment Shortfall Consideration” and (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number of Shares (excluding unregistered shares) held by Seller less Shortfall Sale Shares be at least seven (7) times greater than the Additional Shortfall Request ((i) and (ii) collectively as the “Equity Conditions”). Notwithstanding the foregoing, Seller, in its sole discretion, may waive the Equity Conditions for each Additional Shortfall Request, if applicable, in writing to the Company. | |||||
Prepayment shortfall rate | 120% | |||||
FPA Amendment description | (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale Proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. Without Seller’s prior written consent, the Company covenants and agrees from the date of the FPA Amendment until the Valuation Date not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall Sales equal the total potential Prepayment Shortfall, including all Additional Shortfall Requests, whether requested by the Company or otherwise | |||||
Lock up agreements description | (i) six months after the Closing, (ii) the date on which the closing sale price of New Horizon Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing, and (iii) the date after the Closing on which New Horizon consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of New Horizon’s shareholders having the right to exchange their New Horizon Class A ordinary shares for cash, securities or other property. | |||||
Restricted shares (in Shares) | 1,690,000 | |||||
Class A Ordinary Shares [Member] | ARITAS SECURITIES LLC [Member] | ||||||
Subsequent Events [Line Items] | ||||||
Shares issued (in Shares) | 200,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events [Line Items] | ||||||
Shareholder's voting rate | 33 1/3% | |||||
Redemption amount | $ 16,749,346 | |||||
Purchase price | $ 5,000,000 | |||||
Aggregate consideration | 250 | |||||
Consideration | $ 500 | |||||
Subsequent Event [Member] | ARITAS SECURITIES LLC [Member] | ||||||
Subsequent Events [Line Items] | ||||||
Net proceeds | $ 2,000,000 | |||||
Incentive shares (in Shares) | 754,013 | |||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | ||||||
Subsequent Events [Line Items] | ||||||
Redemption amount | $ 105,150,654 |