| Significant Accounting Policies | Note 2 — Significant
Accounting Policies Basis of Presentation The accompanying
financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the
Securities and Exchange Commission (the “SEC”). Emerging Growth
Company Status The Company is
an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our
Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash
Equivalents The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
has $275,665 in cash as of December 31, 2023. Marketable Securities
Held in Trust Account At December
31, 2023, all of the assets held in the Trust Account were held in money market funds which are invested only in U.S. government securities.
Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Dividend income earned from investments in these securities are included in the accompanying statements of operations. Offering Costs The Company complies
with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”.
Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees
incurred through the balance sheet date that are related to the IPO. Offering costs were allocated to the separable financial instruments
issued in the IPO based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares
were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the IPO and
offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of
the IPO. Fair Value of
Financial Instruments The fair value
of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Class A Redeemable
Share Classification The Public Shares
contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,
or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance
with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions
are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding
instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated
proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will
adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the
closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying
value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December
31, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the
shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately
as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated
deficit. At December
31, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds $ 250,000,000
Less:
Proceeds allocated to Public Warrants (2,087,500 )
Class A ordinary shares issuance cost (18,183,179 )
Plus:
Accretion of carrying value to redemption value 29,242,197
Class A Ordinary Shares subject
to possible redemption, December 31, 2023 $ 258,971,518 Income Taxes The Company follows
the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company
accounts for income taxes under ASC 740. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial
statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined
that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. As of December 31, 2023, there were no unrecognized tax benefits and no amounts accrued
for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months. The Company is
considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject
to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income per
Ordinary Share The Company complies
with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is
computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with
the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair
value. The calculation
of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the
private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable
to purchase 20,150,000 Class A ordinary shares in the aggregate. At December 31, 2023, the Company did not have any dilutive securities
or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following
table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
For The
2023
Net income $ 6,748,069
Accretion of temporary equity to redemption value (21,520,679 )
Dividend income from Trust Account (7,721,518 )
Net loss including accretion of temporary equity
to redemption value $ (22,494,128 )
For
The Period from
Redeemable Non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss $ (16,662,030 ) $ (5,832,098 )
Accretion of temporary equity to redemption value 21,520,679 —
Net loss including accretion of temporary equity
to redemption value 7,721,518 —
Net income (loss) 12,580,167 (5,832,098 )
Denominator:
Basic and diluted weighted average shares outstanding 17,916,667 6,271,250
Basic and diluted net income (loss) per ordinary share $ 0.70 $ (0.93 ) Recent Accounting
Pronouncements Management does
not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on
the Company’s financial statements. Risks and Uncertainties United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization
(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union
and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities,
including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment
system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance
to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation
of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that
could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable,
they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the
global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of
the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting
from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could
adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately
consummate an initial business combination. |
