Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2023 | Mar. 27, 2024 | |
Document and entity information | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41744 | |
Entity Registrant Name | NABORS ENERGY TRANSITION CORP. II | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1729137 | |
Entity Address, Address Line One | 515 West Greens Road | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Houston | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 77067 | |
City Area Code | 281 | |
Local Phone Number | 874-0035 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Shell Company | true | |
Entity Public Float | $ 317.2 | |
Entity Central Index Key | 0001975218 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Auditor Name | WithumSmith+Brown, PC | |
Auditor Location | New York, New York | |
Auditor Firm ID | 100 | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant | ||
Document and entity information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | NETDU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document and entity information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | NETD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,500,000 | |
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document and entity information | ||
Title of 12(b) Security | Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | NETDW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document and entity information | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class F ordinary shares | ||
Document and entity information | ||
Entity Common Stock, Shares Outstanding | 7,625,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2023 USD ($) | |
Current assets | ||
Cash | $ 1,984,344 | |
Prepaid expenses | 8,539 | |
Short-term prepaid insurance | 239,649 | |
Total current assets | 2,232,532 | |
Long-term prepaid insurance | 130,475 | |
Marketable securities held in Trust Account | 315,668,115 | |
Total Assets | 318,031,122 | |
Current liabilities | ||
Accounts payable and accrued expenses | 120,904 | |
Accrued offering costs | 75,000 | |
Total current liabilities | 195,904 | |
Overfunding convertible notes - related parties | $ 3,050,000 | |
Overfunding convertible notes - related parties | Related Party [Member] | |
Deferred legal fees | $ 343,684 | |
Deferred underwriting fee payable | 10,675,000 | |
Total Liabilities | 14,264,588 | |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 30,500,000 shares at redemption value of $10.35 per share | 315,668,115 | |
Shareholders' Deficit | ||
Accumulated deficit | (11,902,344) | |
Total Shareholders' Deficit | (11,901,581) | |
Total Liabilities and Shareholders' Deficit | 318,031,122 | |
Class F ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 763 | [1] |
[1] On June 16, 2023, the Company issued an additional 2,875,000 Class F ordinary shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Class F ordinary shares. All share and per share presentations have been retroactively restated. On July 18, 2023, the underwriters purchased 500,000 Units subject to the over-allotment option. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares (Note 5). |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Preference shares, par value | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
Class A ordinary shares | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, shares issued | 0 |
Ordinary shares, shares outstanding. | 0 |
Ordinary shares subject to possible redemption, shares | 30,500,000 |
Class B ordinary shares | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 0 |
Ordinary shares, shares outstanding. | 0 |
Class F ordinary shares | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 7,625,000 |
Ordinary shares, shares outstanding. | 7,625,000 |
Class A ordinary shares subject to possible redemption | |
Ordinary shares subject to possible redemption, shares | 30,500,000 |
Ordinary shares subject to possible redemption, redemption value (in dollars per share) | $ / shares | $ 10.35 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended | |
Dec. 31, 2023 USD ($) $ / shares shares | ||
General and administrative expenses | $ 450,729 | |
Loss from operations | (450,729) | |
Other income: | ||
Change in fair value of over-allotment option liability | 402,224 | |
Other income | 290 | |
Income on marketable securities held in Trust Account | 7,618,115 | |
Total other income | 8,020,629 | |
Net income | $ 7,569,900 | |
Class A ordinary shares | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | shares | 19,250,951 | |
Diluted weighted average shares outstanding (in shares) | shares | 19,250,951 | |
Basic net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Diluted net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Class F ordinary shares | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | shares | 7,217,681 | [1] |
Diluted weighted average shares outstanding (in shares) | shares | 7,244,772 | [1] |
Basic net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Diluted net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
[1] On June 16, 2023, the Company issued an additional 2,875,000 Class F ordinary shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Class F ordinary shares. All share and per share presentations have been retroactively restated. On July 18, 2023, the underwriters purchased 500,000 Units subject to the over-allotment option. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares (Note 5). |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - shares | Aug. 27, 2023 | Jul. 18, 2023 | Jul. 13, 2023 | Jun. 16, 2023 | Apr. 24, 2023 | Apr. 13, 2023 |
Over-allotment option | ||||||
Number of shares subject to forfeiture | 500,000 | |||||
Option to purchase number of units expired | 4,000,000 | |||||
Class F ordinary shares | ||||||
Number of shares subject to forfeiture | 100,000 | |||||
Issuance of Class F ordinary shares to Sponsor (in shares) | 50,000 | |||||
Number of Shares Held | 7,625,000 | |||||
Class F ordinary shares | Sponsor and the independent directors | ||||||
Number of shares subject to forfeiture | 1,000,000 | |||||
Number of Shares Held | 7,625,000 | |||||
Class F ordinary shares | Sponsor | ||||||
Number of Shares Held | 7,625,000 | 8,525,000 | 8,625,000 | |||
Class F ordinary shares | Sponsor | Founder Shares | ||||||
Issuance of Class F ordinary shares to Sponsor (in shares) | 2,875,000 | 5,750,000 | 5,750,000 | |||
Number of Shares Held | 8,625,000 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 9 months ended Dec. 31, 2023 - USD ($) | Ordinary Shares Class A ordinary shares | Ordinary Shares Class B ordinary shares | Ordinary Shares Class F ordinary shares | Additional Paid-In Capital Private Placement Warrants | Additional Paid-In Capital Public Warrants | Additional Paid-In Capital | Accumulated Deficit | Class A ordinary shares | Class B ordinary shares | Class F ordinary shares | Private Placement Warrants | Public Warrants | Total | |
Balance - April 12, 2023 at Apr. 11, 2023 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Balance - April 12, 2023 (in shares) at Apr. 11, 2023 | 0 | 0 | 0 | |||||||||||
Issuance of Class F ordinary shares to Sponsor | $ 863 | 24,137 | 25,000 | |||||||||||
Issuance of Class F ordinary shares to Sponsor (in shares) | 8,625,000 | |||||||||||||
Sale of warrants | $ 9,540,000 | $ 3,507,500 | $ 9,540,000 | $ 3,507,500 | ||||||||||
Allocated value of transaction costs to warrants | (265,968) | (265,968) | ||||||||||||
Forfeiture of founder shares | [1] | $ (100) | 100 | |||||||||||
Forfeiture of founder shares (in shares) | [1] | (1,000,000) | ||||||||||||
Accretion of Class A ordinary shares subject to possible redemption | $ (12,805,769) | (19,472,244) | (32,278,013) | |||||||||||
Net income | 7,569,900 | 7,569,900 | ||||||||||||
Balance - December 31, 2023 at Dec. 31, 2023 | $ 763 | $ (11,902,344) | $ (11,901,581) | |||||||||||
Balance - December 31, 2023 (in shares) at Dec. 31, 2023 | 7,625,000 | 0 | 0 | 7,625,000 | ||||||||||
[1] On June 16, 2023, the Company issued an additional 2,875,000 Class F ordinary shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Class F ordinary shares. All share and per share presentations have been retroactively restated. On July 18, 2023, the underwriters purchased 500,000 Units subject to the over-allotment option. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares (Note 5). |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 9 Months Ended |
Dec. 31, 2023 shares | |
Sale of Private Placement Warrants | 9,540,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 7,569,900 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Payment of formation costs through issuance of Class F ordinary shares | 7,427 |
Interest earned on marketable securities held in Trust Account | (7,618,115) |
Change in fair value of over-allotment option liability | (402,224) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | 18,261 |
Short-term prepaid insurance | (239,649) |
Long-term prepaid insurance | (130,475) |
Accounts payable and accrued expenses | 120,904 |
Deferred legal fee payable | 93,684 |
Net cash used in operating activities | (580,287) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (308,050,000) |
Net cash used in investing activities | (308,050,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 298,900,000 |
Proceeds from sale of Private Placements Warrants | 9,540,000 |
Repayment of promissory note - related party | (217,553) |
Proceeds from convertible promissory note - related party | 3,050,000 |
Payment of offering costs | (657,816) |
Net cash provided by financing activities | 310,614,631 |
Net Change in Cash | 1,984,344 |
Cash - Beginning of period | 0 |
Cash - End of period | 1,984,344 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 75,000 |
Offering costs included in Deferred legal fee payable | 250,000 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class F ordinary shares | 23,985 |
Deferred offering costs paid through promissory note - related party | 184,341 |
Deferred underwriting fee payable | $ 10,675,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Dec. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NABORS ENERGY TRANSITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Nabors Energy Transition Corp. II (the “Company”) was incorporated in the Cayman Islands on April 12, 2023. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company intends to identify solutions, opportunities, companies or technologies that focus on advancing the energy transition; specifically, ones that facilitate, improve or complement the reduction of carbon or greenhouse gas emissions while satisfying growing energy consumption across markets globally. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2023, the Company had not yet commenced operations. All activity for the period from April 12, 2023 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues prior to the completion of the Business Combination, at the earliest, and will generate non-operating income in the form of interest income on permitted investments and cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On April 24, 2023, Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class F ordinary shares, par value $0.0001 per share (the “Founder Shares”). On June 16, 2023, the Company issued 2,875,000 additional Founder Shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, for approximately $0.003 per share. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares. The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2023. On July 18, 2023, the Company consummated the Initial Public Offering of 30,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes a partial exercise by the underwriters of their over-allotment option in the amount of 500,000 Units, at $10.00 per unit, generating gross proceeds of $305,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,540,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the direct or indirect owners of the Sponsor (the “Private Warrant holders”), generating gross proceeds of $9,540,000, which is discussed in Note 4. In addition, the direct or indirect owners of the Sponsor loaned the Company a total of $3,050,000, and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000 (see Note 5), as of the closing date of the Initial Public Offering at no interest, which are referred to as the Overfunding Loans. The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants. The Overfunding Loans were extended in order to ensure that the amount in the Trust Account (as defined below) was $10.10 per Public Share at the closing of the Initial Public Offering. If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to the Public Shareholders (as defined below), subject to the limitations; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so. Transaction costs amounted to $17,966,142, consisting of $6,100,000 of a cash underwriting discount, $10,675,000 of deferred underwriting fees and $1,191,142 of other final offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, the sale of Private Placement Warrants and the Overfunding Loans, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the Initial Public Offering on July 18, 2023, an amount of $308,050,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants and the Overfunding Loans was placed in the trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and held in cash or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (including any securities for which such shares are exchanged in any prior migration or other restructuring) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. Except as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.10 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Founder Shares are not entitled to redemption rights in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company has 24 months (or until July 18, 2025), or such earlier liquidation date as the Company’s board of directors may approve, to consummate an initial Business Combination. If the Company is unable to complete a Business Combination within 24 months, or such earlier liquidation date as the Company’s board of directors may approve, from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay Company taxes. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Liquidity As of December 31, 2023, the Company had $1,984,344 in the operating bank account and a working capital of $2,036,628. Until the consummation a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently maintains sufficient liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF 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 (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $1,984,344 in cash and no cash equivalents as of December 31, 2023. Marketable Securities in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its marketable securities as trading securities under ASC 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statement of operations. From April 12, 2023 (inception) through December 31, 2023, the Company did not withdraw any interest earned on the Trust Account. Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 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. As such, the Company’s tax provision was zero for the period presented. 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. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and the over-allotment option liability was derecognized in the statement of operations. Class A Ordinary Shares Subject to Possible Redemption 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 Initial Public Offering 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 Initial Public Offering, 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. At December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from Public Shareholders $ 305,000,000 Less: Proceeds allocated to Public Warrants (3,507,500) Proceeds allocated to the over-allotment option (402,224) Class A ordinary shares issuance costs (17,700,174) Plus: Accretion of carrying value to redemption value 32,278,013 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 315,668,115 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. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, the three classes of ordinary shares share pro rata in the income of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement, and any warrants issued in connection with the related party convertible promissory note, since the exercise of the warrants and the conversion of the related party convertible promissory note is contingent upon the occurrence of future events. The warrants are exercisable to purchase 24,790,000 Class A ordinary shares in the aggregate 30 days after the completion of a Business Combination. The related party convertible promissory note is convertible into 3,050,000 warrants upon the closing of a Business Combination. As of 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. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Period from April 12, 2023 (Inception) Through December 31, 2023 Class A Class B Class F Basic net income per ordinary share Numerator: Allocation of net income $ 5,505,678 $ — $ 2,064,222 Denominator: Basic weighted average shares outstanding 19,250,951 — 7,217,681 Basic net income per ordinary share $ 0.29 $ — $ 0.29 Diluted net income per ordinary share Numerator: Allocation of net income $ 5,500,049 $ — $ 2,069,851 Denominator: Diluted weighted average shares outstanding 19,250,951 — 7,244,772 Diluted net income per ordinary share $ 0.29 $ — $ 0.29 Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and 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 and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, 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 at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value. Share-Based Compensation The Company adopted ASC Topic 718, “Compensation—Stock Compensation”, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expense is included in costs and operating expenses depending on the nature of the services provided in the statement of operations. Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on April 12, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of April 12, 2023 (inception). There was no effect to the Company’s presented financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Dec. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on July 18, 2023, the Company sold 30,500,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 500,000 Units, at a purchase price of $10.00 per Unit generating gross proceeds of $305,000,000. Each Unit consists of one Class A ordinary share and one-half Warrant,” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Dec. 31, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Private Warrant holders purchased an aggregate of 9,540,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $9,540,000 in the aggregate, in a private placement. Each whole Private Placement Warrant is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Private Warrant holders was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Warrant holders and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On April 13, 2023, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in exchange for issuance of 5,750,000 Class F ordinary shares, which were issued on April 24, 2023. On June 16, 2023, the Company issued 2,875,000 additional Founder Shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, for approximately $0.003 per share. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares. The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, share exchange, or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their ordinary shares of for cash, securities or other property. On July 13, 2023, the Company, the Sponsor and the Company’s two independent directors entered into securities agreements in which the Sponsor forfeited 100,000 Class F ordinary shares and in turn the Company issued the same number of Class F ordinary shares to the Company’s two independent directors ( 50,000 Class F ordinary shares to each director). The 100,000 Class F ordinary shares are subject to forfeiture if the independent directors are removed or resigns from the Company’s board of directors before the Company’s initial Business Combination. The forfeiture of the Founder Shares by the Sponsor, and subsequent issuance of the Founder Shares by the Company to the Company’s independent directors, is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has estimated that the fair value of the Founder Shares granted to the Company’s independent directors on July 13, 2023 was approximately $59,000 using the Black-Scholes option-pricing model with the following assumptions: (1) risk-free rate of 3.91 %, (2) liquidation value of $ 10.12 , and (3) present value factor of 0.97 . The Founder Shares were granted subject to a performance condition (i.e., the occurrence of an initial Business Combination). Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of an initial business combination) in an amount equal to the number of the Class F ordinary shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class F ordinary shares. A total of $290 was received on July 13, 2023. Related Party Loans On April 24, 2023, an affiliate of the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of (i) October 21, 2023 and (ii) the consummation of the Initial Public Offering. The Company repaid the Note from the proceeds of the Initial Public Offering not being placed in the Trust Account. The Company borrowed $217,553 under the Note, and the Note was repaid on September 11, 2023. Borrowings under the Note are no longer available. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023, the Company had no borrowings under the Working Capital Loans. Overfunding Convertible Notes – Related Party On July 18, 2023, concurrently with the closing of the Initial Public Offering, direct or indirect owners of the Sponsor loaned the Company a total of $3,050,000, and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000 as of the closing of the Initial Public Offering at no interest (the “Overfunding Loans”). The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants. The Overfunding Loans were extended in order to ensure that the amount in the Trust Account is $10.10 per public share at the closing of the Initial Public Offering. If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to the Public Shareholders, subject to the limitations described herein; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so. The conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options,” and the notes did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” At December 31, 2023, there is $3,050,000 outstanding under the Overfunding Loans. Administrative Support Agreement The Company entered into an agreement which provides that, commencing on July 14, 2023 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. For the period from April 12, 2023 (inception) through December 31, 2023, the Company incurred $82,500 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and the Overfunding Loans (and the Class A ordinary shares issuable upon exercise or conversion thereof) are entitled to registration rights pursuant to a registration rights agreement entered into on July 13, 2023. These holders are entitled to make up to three demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggyback” registration rights with respect to certain underwritten offerings the Company may conduct. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On July 18, 2023, the underwriters partially exercised its over-allotment option and purchased an additional 500,000 Units. The underwriters had 45 days from the date of the prospectus for the Initial Public Offering to purchase the remaining 4,000,000 Units. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Deferred Legal Fees As of December 31, 2023, the Company had a total of $343,684 of deferred legal fees, of which $250,000 is related to the Initial Public Offering, to be paid to the Company’s legal advisors upon consummation of the Business Combination, which is classified as a non-current liability in the accompanying balance sheet as of December 31, 2023. Risks and Uncertainties United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. 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, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea 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, Middle East 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, conflicts in the Middle East and around the Red Sea 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. |
SHAREHOLDER'S DEFICIT
SHAREHOLDER'S DEFICIT | 9 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDER'S DEFICIT | |
SHAREHOLDER'S DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Class F Ordinary Shares Prior to the completion of the initial Business Combination, holders of the Class F ordinary shares will have the right to elect all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares, holders of the Class B ordinary shares (if any) and holders of the Class F ordinary shares will vote together as a single class, except as required by law or share exchange rule. Each ordinary share will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the Class F ordinary shares into Class B ordinary shares, holders of the Class A ordinary shares and Class B ordinary shares will generally vote together as a single class, except as required by law or stock exchange rule, on all matters presented for a shareholder vote with each Class A ordinary share entitling the holder to one vote per share and each Class B ordinary share entitling the holder to ten votes per share. The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each Class B ordinary share will be convertible, at the option of the holder, into one Class A ordinary share, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into Class A ordinary shares or Class B ordinary shares, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares or Class B ordinary shares, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company and the Overfunding Loans). Warrants In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A ordinary shares during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30-day redemption period”); and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective, and a current prospectus relating to those Class A ordinary shares is available throughout the 30- day redemption period or the company has elected to require exercise of the warrants on a cashless basis. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At December 31, 2023, assets held in the Trust Account were comprised of $46,357 in money market funds and $315,621,758 in U.S. Treasury bills. During the period from April 12, 2023 (inception) through December 31, 2023, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2023 Assets: Marketable securities held in Trust Account 1 $ 315,668,115 On July 18, 2023, at the Company’s Initial Public Offering, the Company recognized an over-allotment option liability which was measured at fair value. The over-allotment option was initially accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and the over-allotment option liability was derecognized in the statement of operations. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option. 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 option. The expected life of the option is assumed to be equivalent to their remaining contractual term. The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option: Input July 18, 2023 Risk-free interest rate 5.37 % Expected term (years) 0.12 Expected volatility 4.49 % Exercise price $ 10.00 Fair value of over-allotment unit $ 0.101 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Over- allotment liability Fair value at April 12, 2023 (inception) $ — Initial measurement of over-allotment option at July 18, 2023 402,224 Fair value at July 18, 2023 $ 402,224 Derecognition of over-allotment option liability on August 27, 2023 (402,224) Fair value at December 31, 2023 $ — The public warrants were valued at the closing of the Initial Public Offering using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants: July 18, 2023 Market price of public stock $ 10.12 Term (years) 5.0 Risk-free rate 3.91 % Dividend yield 0.00 % Volatility 40.0 % Probability of merger 8 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | 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 (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $1,984,344 in cash and no cash equivalents as of December 31, 2023. |
Marketable Securities in Trust Account | Marketable Securities in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its marketable securities as trading securities under ASC 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statement of operations. From April 12, 2023 (inception) through December 31, 2023, the Company did not withdraw any interest earned on the Trust Account. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 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. As such, the Company’s tax provision was zero for the period presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and the over-allotment option liability was derecognized in the statement of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption 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 Initial Public Offering 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 Initial Public Offering, 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. At December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from Public Shareholders $ 305,000,000 Less: Proceeds allocated to Public Warrants (3,507,500) Proceeds allocated to the over-allotment option (402,224) Class A ordinary shares issuance costs (17,700,174) Plus: Accretion of carrying value to redemption value 32,278,013 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 315,668,115 |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, the three classes of ordinary shares share pro rata in the income of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement, and any warrants issued in connection with the related party convertible promissory note, since the exercise of the warrants and the conversion of the related party convertible promissory note is contingent upon the occurrence of future events. The warrants are exercisable to purchase 24,790,000 Class A ordinary shares in the aggregate 30 days after the completion of a Business Combination. The related party convertible promissory note is convertible into 3,050,000 warrants upon the closing of a Business Combination. As of 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. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Period from April 12, 2023 (Inception) Through December 31, 2023 Class A Class B Class F Basic net income per ordinary share Numerator: Allocation of net income $ 5,505,678 $ — $ 2,064,222 Denominator: Basic weighted average shares outstanding 19,250,951 — 7,217,681 Basic net income per ordinary share $ 0.29 $ — $ 0.29 Diluted net income per ordinary share Numerator: Allocation of net income $ 5,500,049 $ — $ 2,069,851 Denominator: Diluted weighted average shares outstanding 19,250,951 — 7,244,772 Diluted net income per ordinary share $ 0.29 $ — $ 0.29 |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and 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 and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, 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 at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, “Compensation—Stock Compensation”, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expense is included in costs and operating expenses depending on the nature of the services provided in the statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on April 12, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of April 12, 2023 (inception). There was no effect to the Company’s presented financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of Class A ordinary shares subject to possible redemption | At December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from Public Shareholders $ 305,000,000 Less: Proceeds allocated to Public Warrants (3,507,500) Proceeds allocated to the over-allotment option (402,224) Class A ordinary shares issuance costs (17,700,174) Plus: Accretion of carrying value to redemption value 32,278,013 Class A ordinary shares subject to possible redemption, December 31, 2023 $ 315,668,115 |
Schedule of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Period from April 12, 2023 (Inception) Through December 31, 2023 Class A Class B Class F Basic net income per ordinary share Numerator: Allocation of net income $ 5,505,678 $ — $ 2,064,222 Denominator: Basic weighted average shares outstanding 19,250,951 — 7,217,681 Basic net income per ordinary share $ 0.29 $ — $ 0.29 Diluted net income per ordinary share Numerator: Allocation of net income $ 5,500,049 $ — $ 2,069,851 Denominator: Diluted weighted average shares outstanding 19,250,951 — 7,244,772 Diluted net income per ordinary share $ 0.29 $ — $ 0.29 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets that are measured at fair value on a recurring basis | December 31, Level 2023 Assets: Marketable securities held in Trust Account 1 $ 315,668,115 |
Summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis | Over- allotment liability Fair value at April 12, 2023 (inception) $ — Initial measurement of over-allotment option at July 18, 2023 402,224 Fair value at July 18, 2023 $ 402,224 Derecognition of over-allotment option liability on August 27, 2023 (402,224) Fair value at December 31, 2023 $ — |
Public Warrants | |
FAIR VALUE MEASUREMENTS | |
Schedule of valuation assumptions | July 18, 2023 Market price of public stock $ 10.12 Term (years) 5.0 Risk-free rate 3.91 % Dividend yield 0.00 % Volatility 40.0 % Probability of merger 8 % |
Over-allotment option | |
FAIR VALUE MEASUREMENTS | |
Schedule of valuation assumptions | Input July 18, 2023 Risk-free interest rate 5.37 % Expected term (years) 0.12 Expected volatility 4.49 % Exercise price $ 10.00 Fair value of over-allotment unit $ 0.101 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 9 Months Ended | ||||||
Aug. 27, 2023 | Jul. 18, 2023 | Jul. 13, 2023 | Jun. 16, 2023 | Apr. 24, 2023 | Apr. 13, 2023 | Dec. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Amount paid | $ 25,000 | ||||||
Gross proceeds from sale of units | 298,900,000 | ||||||
Amount in Trust Account per public share | $ 10.10 | ||||||
Transaction costs | 17,966,142 | ||||||
Cash underwriting discount | $ 6,100,000 | 6,100,000 | |||||
Deferred underwriting fees | 10,675,000 | 10,675,000 | |||||
Other offering costs | $ 1,191,142 | ||||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80% | ||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||||||
Amount placed in Trust Account | 308,050,000 | ||||||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | ||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||||
Threshold period to consummate initial Business Combination | 24 months | ||||||
Threshold business days for redemption of public shares | 10 days | ||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||||
Deferred offering costs | $ 250,000 | ||||||
Gross proceeds | $ 305,000,000 | ||||||
Purchase price of warrants | $ 11.50 | ||||||
Cash in operating bank account | $ 1,984,344 | ||||||
Working capital deficit | $ 2,036,628 | ||||||
Initial Public Offering | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Issue price per share or unit | $ 10 | ||||||
Number of units sold | 30,500,000 | ||||||
Gross proceeds from sale of units | $ 305,000,000 | ||||||
Over-allotment option | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Option to purchase number of units expired | 4,000,000 | ||||||
Number of units sold | 500,000 | ||||||
Private placement | Private Placement Warrants | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of warrants sold | 9,540,000 | ||||||
Sale price per warrant | $ 1 | ||||||
Gross proceeds from sale of warrants | $ 9,540,000 | ||||||
Class F ordinary shares | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of shares issued | 50,000 | ||||||
Par value per share | $ 0.0001 | ||||||
Number of shares held. | 7,625,000 | ||||||
Class F ordinary shares | Over-allotment option | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of shares forfeited | 1,000,000 | ||||||
Sponsor | Class F ordinary shares | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of shares held. | 7,625,000 | 8,525,000 | 8,625,000 | ||||
Issue price per share or unit | $ 0.003 | ||||||
Founder Shares | Sponsor | Class F ordinary shares | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Amount paid | $ 25,000 | $ 25,000 | |||||
Number of shares issued | 2,875,000 | 5,750,000 | 5,750,000 | ||||
Par value per share | $ 0.0001 | ||||||
Number of shares held. | 8,625,000 | ||||||
Issue price per share or unit | $ 0.003 | ||||||
Overfunding Loans | Sponsor | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Amount of loan | 3,050,000 | ||||||
Aggregate principal amount | $ 3,050,000 | ||||||
Interest rate (in percent) | 0% | 0% | |||||
Conversion price | $ 1 | $ 1 | |||||
Amount in Trust Account per public share | $ 10.10 | ||||||
Overfunding Loans | Sponsor | Overfunding Notes | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Amount of loan | $ 3,050,000 | ||||||
Aggregate principal amount | $ 3,050,000 | ||||||
Related Party Loans | Sponsor | Notes payable, other payables | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Maximum loan | $ 300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) | Dec. 31, 2023 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Cash | $ 1,984,344 |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) | Dec. 31, 2023 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Amount of unrecognized tax benefits | $ 0 |
Amount accrued for interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Financial Instruments (Details) | Aug. 27, 2023 shares |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Option to purchase number of units expired | 4,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A ordinary shares subject to possible redemption | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Investment Company, Change in Net Assets [Line Items] | |
Gross proceeds from Public Shareholders | $ 305,000,000 |
Proceeds allocated to Public Warrants | (3,507,500) |
Proceeds allocated to the over-allotment option | (402,224) |
Class A ordinary shares issuance costs | (17,700,174) |
Accretion of carrying value to redemption value | 32,278,013 |
Class A ordinary shares subject to possible redemption, December 31, 2023 | $ 315,668,115 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) | 9 Months Ended | |
Dec. 31, 2023 USD ($) $ / shares shares | ||
Net Income per Ordinary Share | ||
Promissory note convertible into number of warrants | 3,050,000 | |
Class A ordinary shares | ||
Net Income per Ordinary Share | ||
Warrants exercisable to purchase number of shares | 24,790,000 | |
Threshold period for exercise of warrants after the completion of a Business Combination | 30 days | |
Numerator: | ||
Allocation of net income - Basic | $ | $ 5,505,678 | |
Allocation of net income - Diluted | $ | $ 5,500,049 | |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 19,250,951 | |
Diluted weighted average shares outstanding (in shares) | 19,250,951 | |
Basic net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Diluted net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Class F ordinary shares | ||
Numerator: | ||
Allocation of net income - Basic | $ | $ 2,064,222 | |
Allocation of net income - Diluted | $ | $ 2,069,851 | |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 7,217,681 | [1] |
Diluted weighted average shares outstanding (in shares) | 7,244,772 | [1] |
Basic net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
Diluted net income per share, Class ordinary shares (in dollar per share) | $ / shares | $ 0.29 | |
[1] On June 16, 2023, the Company issued an additional 2,875,000 Class F ordinary shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Class F ordinary shares. All share and per share presentations have been retroactively restated. On July 18, 2023, the underwriters purchased 500,000 Units subject to the over-allotment option. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares (Note 5). |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jul. 18, 2023 | Dec. 31, 2023 |
INITIAL PUBLIC OFFERING | ||
Exercise price of warrant | $ 11.50 | |
Gross proceeds | $ 305,000,000 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | ||
Number of units sold | 30,500,000 | |
Issue price per share or unit | $ 10 | |
Initial Public Offering | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Number of warrants in a Unit | 0.5 | |
Initial Public Offering | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Number of shares in a Unit | 1 | |
Initial Public Offering | Class A ordinary shares | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Number of shares to purchase per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Over-allotment option | ||
INITIAL PUBLIC OFFERING | ||
Number of units sold | 500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | |
Jul. 18, 2023 | Dec. 31, 2023 | |
PRIVATE PLACEMENT | ||
Exercise price of warrant | $ 11.50 | |
Class A ordinary shares | ||
PRIVATE PLACEMENT | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private placement | Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Number of warrants sold | 9,540,000 | |
Sale price per warrant | $ 1 | |
Gross proceeds from sale of warrants | $ 9,540,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private placement | Private Placement Warrants | Class A ordinary shares | ||
PRIVATE PLACEMENT | ||
Number of shares to purchase per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 9 Months Ended | |||||||
Aug. 27, 2023 shares | Jul. 18, 2023 shares | Jul. 13, 2023 USD ($) director $ / shares shares | Jun. 16, 2023 $ / shares shares | Apr. 24, 2023 USD ($) shares | Apr. 13, 2023 USD ($) shares | Apr. 12, 2023 | Dec. 31, 2023 USD ($) $ / shares | |
RELATED PARTY TRANSACTIONS | ||||||||
Amount paid | $ | $ 25,000 | |||||||
Class F ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 50,000 | |||||||
Number of shares forfeited | 1,000,000 | |||||||
Number of shares held. | 7,625,000 | |||||||
Number of shares subject to forfeiture | 100,000 | |||||||
Number of independent directors to whom the shares issued | director | 2 | |||||||
Stock-based compensation expense | $ | $ 0 | |||||||
Amount received for purchase of shares | $ | $ 290 | |||||||
Sponsor | Class F ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Issue price per share | $ / shares | $ 0.003 | |||||||
Number of shares forfeited | 100,000 | |||||||
Number of shares held. | 7,625,000 | 8,525,000 | 8,625,000 | |||||
Percentage of issued and outstanding shares | 20% | |||||||
Sponsor and the independent directors | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of units sold | 500,000 | |||||||
Sponsor and the independent directors | Class F ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares held. | 7,625,000 | |||||||
Number of shares subject to forfeiture | 1,000,000 | |||||||
Over-allotment option | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Option to purchase number of units expired | 4,000,000 | |||||||
Number of units sold | 500,000 | |||||||
Number of shares subject to forfeiture | 500,000 | |||||||
Period of over-allotment | 45 days | 45 days | ||||||
Founder Shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Fair value of granted shares | $ | $ 59,000 | |||||||
Risk-free rate | 0.0391% | |||||||
Liquidation value | $ / shares | $ 10.12 | |||||||
Present value | $ / shares | $ 0.97 | |||||||
Founder Shares | Sponsor | Class F ordinary shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Amount paid | $ | $ 25,000 | $ 25,000 | ||||||
Number of shares issued | 2,875,000 | 5,750,000 | 5,750,000 | |||||
Issue price per share | $ / shares | $ 0.003 | |||||||
Number of shares held. | 8,625,000 | |||||||
Threshold period for not to transfer, assign or sell any of shares after the completion of the Business Combination | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares after the completion of the Business Combination (in dollars per share) | $ / shares | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares after the completion of the Business Combination | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares after the completion of the business combination | 30 days | |||||||
Threshold period after the Business Combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Related Party Loans - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Apr. 24, 2023 | |
Note | Sponsor | ||
RELATED PARTY TRANSACTIONS | ||
Maximum loan | $ 300,000 | |
Amount borrowed | $ 217,553 | |
Working Capital Loans | Sponsor or an affiliate of the Sponsor, or officers and directors | ||
RELATED PARTY TRANSACTIONS | ||
Maximum amount of loan convertible into warrants | $ 1,500,000 | |
Conversion price per warrant | $ 1 | |
Amount borrowed | $ 0 |
RELATED PARTY TRANSACTIONS - Sp
RELATED PARTY TRANSACTIONS - Sponsor Loan (Details) - USD ($) | Jul. 18, 2023 | Dec. 31, 2023 |
RELATED PARTY TRANSACTIONS | ||
Amount in Trust Account per public share | $ 10.10 | |
Overfunding Loans | Sponsor | ||
RELATED PARTY TRANSACTIONS | ||
Amount of loan | $ 3,050,000 | |
Interest rate (in percent) | 0% | 0% |
Aggregate principal amount | $ 3,050,000 | |
Conversion price | $ 1 | $ 1 |
Amount in Trust Account per public share | $ 10.10 | |
Outstanding balance | $ 3,050,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement - Sponsor or an affiliate - USD ($) | 9 Months Ended | |
Jul. 14, 2023 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Amount per month for office space, utilities, secretarial and administrative support. | $ 15,000 | |
Administrative fees expense | $ 82,500 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Registration and Shareholder Rights (Details) | 9 Months Ended |
Dec. 31, 2023 item | |
COMMITMENTS AND CONTINGENCIES | |
Maximum number of demands for registration of securities | 3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Underwriters Agreement (Details) - USD ($) | 9 Months Ended | |||
Jul. 18, 2023 | Apr. 12, 2023 | Dec. 31, 2023 | Aug. 27, 2023 | |
COMMITMENTS AND CONTINGENCIES | ||||
Underwriting discount per unit | $ 0.20 | |||
Underwriting discount | $ 6,100,000 | $ 6,100,000 | ||
Deferred underwriting commissions per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 10,675,000 | $ 10,675,000 | ||
Over-allotment option | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Period of over-allotment | 45 days | 45 days | ||
Maximum number of units to be issued | 4,000,000 | 4,500,000 | ||
Number of units sold | 500,000 | |||
Option to purchase number of units expired | 4,000,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Deferred Legal Fees (Details) | Dec. 31, 2023 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Deferred legal fees | $ 343,684 |
Payments of initial public offering legal advisors fees | $ 250,000 |
SHAREHOLDER'S DEFICIT - Preferr
SHAREHOLDER'S DEFICIT - Preferred Shares (Details) | Dec. 31, 2023 $ / shares shares |
SHAREHOLDER'S DEFICIT | |
Preference shares, shares authorized | 5,000,000 |
Preference shares, par value | $ / shares | $ 0.0001 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
SHAREHOLDER'S DEFICIT - Ordinar
SHAREHOLDER'S DEFICIT - Ordinary Shares (Details) | 9 Months Ended | ||||
Aug. 27, 2023 shares | Jul. 13, 2023 shares | Dec. 31, 2023 Vote $ / shares shares | Jun. 16, 2023 $ / shares shares | Apr. 24, 2023 shares | |
Over-allotment option | |||||
SHAREHOLDERS' EQUITY | |||||
Option to purchase number of units expired | 4,000,000 | ||||
Class A ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares, shares authorized | 500,000,000 | ||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||
Ordinary shares, shares issued | 0 | ||||
Ordinary shares, shares outstanding. | 0 | ||||
Ordinary shares subject to possible redemption, shares | 30,500,000 | ||||
Number of votes per share | Vote | 1 | ||||
Conversion ratio | 1 | ||||
Class B ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares, shares authorized | 50,000,000 | ||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||
Ordinary shares, shares issued | 0 | ||||
Ordinary shares, shares outstanding. | 0 | ||||
Number of votes per share | Vote | 10 | ||||
Conversion ratio | 1 | ||||
Class F ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares, shares authorized | 50,000,000 | ||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||
Number of shares issued | 50,000 | ||||
Number of shares held. | 7,625,000 | ||||
Number of shares forfeited | 1,000,000 | ||||
Ordinary shares, shares issued | 7,625,000 | ||||
Ordinary shares, shares outstanding. | 7,625,000 | ||||
Number of votes per share | Vote | 1 | ||||
Conversion ratio | 1 | ||||
Class F ordinary shares | Sponsor | |||||
SHAREHOLDERS' EQUITY | |||||
Number of shares held. | 7,625,000 | 8,525,000 | 8,625,000 | ||
Issue price per share | $ / shares | $ 0.003 | ||||
Number of shares forfeited | 100,000 | ||||
Percentage of issued and outstanding shares | 20% | ||||
Ordinary shares, shares issued | 2,875,000 | 5,750,000 | |||
Class F ordinary shares | Independent directors | |||||
SHAREHOLDERS' EQUITY | |||||
Number of shares issued | 100,000 | ||||
Class F ordinary shares | Sponsor and the independent directors | |||||
SHAREHOLDERS' EQUITY | |||||
Number of shares held. | 7,625,000 |
SHAREHOLDER'S DEFICIT - Warrant
SHAREHOLDER'S DEFICIT - Warrants (Details) | 9 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrant Instruments | |
Number of warrants outstanding | shares | 24,790,000 |
Exercise price of warrant | $ 11.50 |
Expiration term (in years) | 5 years |
Warrants exercisable term after the completion of an initial Business Combination | 30 days |
Threshold period for filling registration statement after business combination | 20 days |
Threshold period for registration statement to be effective after which warrants can be expired or redeemed | 60 days |
Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 | |
Warrant Instruments | |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of warrants | 30 days |
Threshold trading days for redemption of warrants | 20 days |
Threshold period for completion of Business Combination | 150 days |
Class A ordinary shares | |
Warrant Instruments | |
Percentage of gross proceeds on total equity proceeds | 60% |
Threshold trading days for calculating market value | 10 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption period of warrants | 30 days |
Class A ordinary shares | Minimum | |
Warrant Instruments | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2023 | Aug. 27, 2023 |
Assets: | ||
Marketable securities held in Trust Account | $ 315,668,115 | |
Over-allotment option | ||
Liabilities: | ||
Option to purchase number of units expired | 4,000,000 | |
Money Market Funds | ||
Assets: | ||
Marketable securities held in Trust Account | 46,357 | |
U.S. Treasury securities | ||
Assets: | ||
Marketable securities held in Trust Account | 315,621,758 | |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | $ 315,668,115 |
FAIR VALUE MEASUREMENTS - Over-
FAIR VALUE MEASUREMENTS - Over-allotment option (Details) - Over-allotment option | Jul. 18, 2023 Y USD ($) |
Risk-free interest rate | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.0537 |
Expected term (years) | |
FAIR VALUE MEASUREMENTS | |
Measurement input | Y | 0.12 |
Expected volatility | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.0449 |
Exercise price | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 10 |
Fair value of over-allotment unit | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.101 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of the Level 3 financial instruments (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Aug. 27, 2023 | Jun. 18, 2023 | Jul. 18, 2023 | |
Changes in the fair value | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in Fair Value of Over-allotment Option Liability | ||
Level 3 | Recurring | Over-allotment option | |||
Changes in the fair value | |||
Fair value at beginning of the year | $ 402,224 | ||
Initial measurement of over-allotment option at July 18, 2023 | $ 402,224 | ||
Derecognition of over-allotment option liability on August 27, 2023 | $ (402,224) | ||
Fair value at the end of the year | $ 402,224 |
FAIR VALUE MEASUREMENTS - Publi
FAIR VALUE MEASUREMENTS - Public warrants (Details) - Public Warrants | Jul. 18, 2023 Y USD ($) |
Market price of public stock | |
FAIR VALUE MEASUREMENTS | |
Measurement input | $ | 10.12 |
Term (years) | |
FAIR VALUE MEASUREMENTS | |
Measurement input | Y | 5 |
Risk-free rate | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.0391 |
Dividend yield | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0 |
Volatility | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.400 |
Probability of merger | |
FAIR VALUE MEASUREMENTS | |
Measurement input | 0.08 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Pay vs Performance Disclosure | |
Net Income (Loss) | $ 7,569,900 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |