Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2024 | |
Document Information Line Items | |
Entity Registrant Name | SWIFTMERGE ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001845123 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 2,633 | $ 148,349 | $ 461,914 |
Prepaid expenses | 42,525 | 514,200 | |
Total current assets | 45,158 | 148,349 | 976,114 |
Investments held in Trust Account | 13,534,219 | 24,376,178 | 229,792,494 |
TOTAL ASSETS | 13,579,377 | 24,524,527 | 230,768,608 |
Current liabilities: | |||
Accounts payable | 2,364,888 | 2,015,734 | 51,453 |
Accrued offering costs | 311,430 | 311,430 | 311,430 |
Due to Sponsor | 2,284 | 2,284 | 2,284 |
Accrued expenses | 346,407 | 185,310 | 504,181 |
Total current liabilities and total liabilities | 3,997,525 | 3,170,274 | 912,864 |
Shareholders’ Deficit | |||
Preference shares, value | |||
Additional paid-in capital | |||
Accumulated deficit | (3,852,929) | (2,922,487) | 162,688 |
Total Shareholders’ Deficit | (3,852,367) | (2,921,925) | 163,250 |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 13,579,377 | 24,524,527 | 230,768,608 |
Related Party [Member] | |||
Current liabilities: | |||
Accrued expenses – related party | 61,516 | 55,516 | 43,516 |
Promissory note – related party | 711,000 | 600,000 | |
Due to related party | 200,000 | ||
Class A Ordinary Shares Subject to Possible Redemption | |||
Current liabilities: | |||
Ordinary shares subject to possible redemption | 13,434,219 | 24,276,178 | 229,692,494 |
Class A Ordinary Shares | |||
Shareholders’ Deficit | |||
Ordinary shares, value | 337 | 337 | |
Class B Ordinary Shares | |||
Shareholders’ Deficit | |||
Ordinary shares, value | $ 225 | $ 225 | $ 562 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preference shares, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares Subject to Possible Redemption | |||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued | 1,214,913 | 2,246,910 | 22,500,000 |
Ordinary shares subject to possible redemption, shares outstanding | 1,214,913 | 2,246,910 | 22,500,000 |
Ordinary shares subject to possible redemption, redemption value per share (in Dollars per share) | $ 11.06 | $ 10.8 | $ 10.21 |
Class A Ordinary Shares | |||
Ordinary shares, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares outstanding | 3,375,000 | 3,375,000 | |
Ordinary shares, shares issued | 3,375,000 | 3,375,000 | |
Class B Ordinary Shares | |||
Ordinary shares, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 | 5,625,000 |
Ordinary shares, shares issued | 2,250,000 | 2,250,000 | 5,625,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 529,467 | $ 1,212,603 | $ 930,442 | $ 2,431,309 | $ 3,085,175 | $ 1,452,694 |
Loss from operations | (529,467) | (1,212,603) | (930,442) | (2,431,309) | (3,085,175) | (1,452,694) |
Loss on sale of Private Placement Warrants | (30,000) | |||||
Gain on investments held in Trust Account | 173,957 | 2,685,418 | 483,863 | 5,014,364 | 6,501,789 | 2,542,494 |
Gain on waiver of deferred underwriting fee payable | 442,750 | |||||
Net (loss) income | $ (355,510) | $ 1,472,815 | $ (446,579) | $ 2,583,055 | $ 3,416,614 | $ 1,502,550 |
Class A Redeemable Ordinary Shares | ||||||
Basic weighted average shares outstanding (in Shares) | 1,214,913 | 19,347,527 | 1,708,230 | 20,915,055 | 10,232,877 | 22,376,712 |
Diluted weighted average shares outstanding (in Shares) | 1,214,913 | 19,347,527 | 1,708,230 | 20,915,055 | 10,232,877 | 22,376,712 |
Basic net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Diluted net (loss) income per share (in Dollars per share) | $ (0.05) | 0.06 | $ (0.06) | 0.1 | $ 0.22 | $ 0.05 |
Class A Non-Redeemable Ordinary Shares | ||||||
Basic weighted average shares outstanding (in Shares) | 3,375,000 | 3,375,000 | 1,840,068 | |||
Diluted weighted average shares outstanding (in Shares) | 3,375,000 | 3,375,000 | 1,840,068 | |||
Basic net (loss) income per share (in Dollars per share) | $ (0.05) | 0 | $ (0.06) | 0 | $ 0.22 | |
Diluted net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0 | $ (0.06) | $ 0 | $ 0.22 | |
Class B Ordinary Shares | ||||||
Basic weighted average shares outstanding (in Shares) | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Diluted weighted average shares outstanding (in Shares) | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Basic net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Diluted net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Ordinary Shares Class A | Ordinary Shares Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Dec. 31, 2021 | $ 575 | $ (5,484,631) | $ (5,484,056) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | ||||
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs | 1,181,250 | 1,181,250 | |||
Issuance of Private Placement Warrants | 780,000 | 780,000 | |||
Forfeiture of Class B Shares by Sponsor | $ (13) | 13 | |||
Forfeiture of Class B Shares by Sponsor (in Shares) | (125,000) | ||||
Accretion of Class A ordinary shares to redemption amount | (912,664) | (1,529,830) | (2,442,494) | ||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | (1,048,586) | (1,757,664) | (2,806,250) | ||
Forgiveness of deferred underwriting fee payable | 7,432,250 | 7,432,250 | |||
Net income (loss) | 1,502,550 | 1,502,550 | |||
Balance at Dec. 31, 2022 | $ 562 | 162,688 | 163,250 | ||
Balance (in Shares) at Dec. 31, 2022 | 5,625,000 | ||||
Accretion of Class A ordinary shares to redemption amount | (2,328,946) | (2,328,946) | |||
Net income (loss) | 1,110,240 | 1,110,240 | |||
Balance at Mar. 31, 2023 | $ 562 | (1,056,018) | (1,055,456) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,625,000 | ||||
Balance at Dec. 31, 2022 | $ 562 | 162,688 | 163,250 | ||
Balance (in Shares) at Dec. 31, 2022 | 5,625,000 | ||||
Net income (loss) | 2,583,055 | ||||
Balance at Jun. 30, 2023 | $ 337 | $ 225 | (2,268,621) | (2,268,059) | |
Balance (in Shares) at Jun. 30, 2023 | 3,375,000 | 2,250,000 | |||
Balance at Dec. 31, 2022 | $ 562 | 162,688 | 163,250 | ||
Balance (in Shares) at Dec. 31, 2022 | 5,625,000 | ||||
Conversion of Founder Shares to Class A Ordinary Shares | $ 337 | $ (337) | |||
Conversion of Founder Shares to Class A Ordinary Shares (in Shares) | 3,375,000 | (3,375,000) | |||
Accretion of Class A ordinary shares to redemption amount | (6,501,789) | (6,501,789) | |||
Net income (loss) | 3,416,614 | 3,416,614 | |||
Balance at Dec. 31, 2023 | $ 337 | $ 225 | (2,922,487) | (2,921,925) | |
Balance (in Shares) at Dec. 31, 2023 | 3,375,000 | 2,250,000 | |||
Balance at Mar. 31, 2023 | $ 562 | (1,056,018) | (1,055,456) | ||
Balance (in Shares) at Mar. 31, 2023 | 5,625,000 | ||||
Conversion of Founder Shares to Class A Ordinary Shares | $ 337 | $ (337) | |||
Conversion of Founder Shares to Class A Ordinary Shares (in Shares) | 3,375,000 | (3,375,000) | |||
Accretion of Class A ordinary shares to redemption amount | (2,685,418) | (2,685,418) | |||
Net income (loss) | 1,472,815 | 1,472,815 | |||
Balance at Jun. 30, 2023 | $ 337 | $ 225 | (2,268,621) | (2,268,059) | |
Balance (in Shares) at Jun. 30, 2023 | 3,375,000 | 2,250,000 | |||
Balance at Dec. 31, 2023 | $ 337 | $ 225 | (2,922,487) | (2,921,925) | |
Balance (in Shares) at Dec. 31, 2023 | 3,375,000 | 2,250,000 | |||
Accretion of Class A ordinary shares to redemption amount | (309,906) | (309,906) | |||
Contribution from Sponsor of shares to be issued under non-redemption agreements | 326,773 | 326,773 | |||
Finance cost of shares to be issued under non-redemption agreements | (326,773) | (326,773) | |||
Net income (loss) | (91,069) | (91,069) | |||
Balance at Mar. 31, 2024 | $ 337 | $ 225 | (3,323,462) | (3,322,900) | |
Balance (in Shares) at Mar. 31, 2024 | 3,375,000 | 2,250,000 | |||
Balance at Dec. 31, 2023 | $ 337 | $ 225 | (2,922,487) | (2,921,925) | |
Balance (in Shares) at Dec. 31, 2023 | 3,375,000 | 2,250,000 | |||
Net income (loss) | (446,579) | ||||
Balance at Jun. 30, 2024 | $ 337 | $ 225 | (3,852,929) | (3,852,367) | |
Balance (in Shares) at Jun. 30, 2024 | 3,375,000 | 2,250,000 | |||
Balance at Mar. 31, 2024 | $ 337 | $ 225 | (3,323,462) | (3,322,900) | |
Balance (in Shares) at Mar. 31, 2024 | 3,375,000 | 2,250,000 | |||
Accretion of Class A ordinary shares to redemption amount | (173,957) | (173,957) | |||
Net income (loss) | (355,510) | (355,510) | |||
Balance at Jun. 30, 2024 | $ 337 | $ 225 | $ (3,852,929) | $ (3,852,367) | |
Balance (in Shares) at Jun. 30, 2024 | 3,375,000 | 2,250,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (446,579) | $ 2,583,055 | $ 3,416,614 | $ 1,502,550 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Loss on sale of Private Placement Warrants | 30,000 | |||
Gain on investments held in Trust Account | (483,863) | (5,014,364) | (6,501,789) | (2,542,494) |
Gain on waiver of deferred underwriting fee payable | (442,750) | |||
Changes in operating assets and liabilities: | ||||
Accrued offering costs | (8,755) | |||
Prepaid expenses | (42,525) | 234,161 | 514,200 | 560,833 |
Accounts payable | 349,154 | 1,805,591 | 1,964,281 | 18,394 |
Accrued expenses | 161,097 | (100,057) | (318,871) | 429,305 |
Accrued expenses – related party | 6,000 | 2,600 | 12,000 | 39,000 |
Net cash used in operating activities | (456,716) | (489,014) | (913,565) | (413,917) |
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (25,250,000) | |||
Proceeds from Trust Account for payment to redeeming shareholders | 11,325,822 | 211,918,104 | 211,918,105 | |
Net cash provided by investing activities | 11,325,822 | 211,918,104 | 211,918,105 | (25,250,000) |
Cash Flows from Financing Activities: | ||||
Proceeds from Initial Public Offering, net of underwriting discount paid | 24,500,000 | |||
Proceeds from sale of Private Placement Warrants | 750,000 | |||
Payment to redeeming shareholders | (11,325,822) | (211,918,104) | (211,918,105) | |
Proceeds from Promissory note – related party | 111,000 | 600,000 | ||
Proceeds from advance from Sponsor | 200,000 | |||
Proceeds from related party | 200,000 | |||
Net cash used in financing activities | (11,014,822) | (211,718,104) | (211,318,105) | 25,250,000 |
Net Change in Cash | (145,716) | (289,014) | (313,565) | (413,917) |
Cash – Beginning of period | 148,349 | 461,914 | 461,914 | 875,831 |
Cash – End of period | 2,633 | 172,900 | 148,349 | 461,914 |
Non-cash investing and financing activities: | ||||
Shareholder non-redemption agreement | 326,773 | |||
Accretion of Class A ordinary shares subject to redemption value | 483,863 | 5,014,364 | 6,501,789 | 5,248,744 |
Forgiveness of def er red underwriting fee payable allocated to equity | (6,557,250) | |||
Forfeiture of Class B ordinary shares by Sponsor | 13 | |||
Conversion of Founder Shares to Class A ordinary shares | $ 338 | $ 337 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity and Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Description of Organization, Business Operations, Liquidity and Going Concern [Abstract] | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 5. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over -allotment -Allotment -Allotment Following the closing of the Initial Public Offering (including the closing of the Over -Allotment -7 Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees, $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 6) and $977,966 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the 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 other 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 6) and executive officers have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of their Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre -initial The Company had until 18 months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the initial redemption amount of $10.10 per share. In November 2022, the Company obtained a waiver letter (the “Waiver Letter”) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company’s shareholders, which had been adjourned from June 12, 2023 (the “June 2023 Meeting”). At the June 2023 Meeting, the shareholders of the Company approved an amendment of the investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial business combination or (ii) March 15, 2024. At the June 2023 Meeting, the Company’s shareholders approved (i) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination, from June 17, 2023 to March 15, 2024 and (ii) a proposal to provide for the right of a holder of the Company’s Class B ordinary shares to convert such shares into Class A ordinary shares on a one -for-one In connection with the shareholders’ vote at the June 2023 Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $211,918,105. Immediately following the approval of the proposals at the June 2023 Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares. On March 15, 2024, the Company reconvened the extraordinary general meeting of the Company’s shareholders, which had been adjourned from March 13, 2024 (the “March 2024 Meeting”). At the March 2024 Meeting, the shareholders of the Company approved a second amendment (the “Second Trust Amendment”) of the Trust Agreement to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial business combination or (ii) June 17, 2025 (“the Extension Date”). At the March 2024 Meeting, the Company’s shareholders also approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from March 15, 2024 to June 17, 2025 (the “Extension Amendment Proposal”). In connection with the shareholders’ vote at the March 2024 Meeting, the holders of 1,031,997 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount of approximately $11.3 million. As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 4,589,913 Class A ordinary shares outstanding. Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the applicable Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On March 14, 2024, the Company and the Sponsor entered into non -redemption -Redemption -Redeemed -Redeemed -Redeemed The Non -Redemption -Redemption The Original Merger Agreement and Subsequent Termination On August 11, 2023, the Company entered into a Merger Agreement (the “Original Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Original Merger Sub” and, together with the Company and HDL the “Parties”). On February 14, 2024, the Company, HDL and Original Merger Sub entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which they terminated the Original Merger Agreement by mutual agreement and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Original Merger Agreement. No termination fee or other payment is due to either party from the other as a result of the termination. The Merger Agreement On June 4, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly -owned -owned -register At the closing of the Business Combination (the “Closing”) on the date the Business Combination is consummated (the “Closing Date”), (a) the Company will change its name to “AleAnna, Inc.” (“Surviving PubCo”); (b) each Class A ordinary share, par value $0.0001 per share, of the Company (“Swiftmerge Class A Ordinary Shares”) will convert into one share of Class A common stock, par value $0.0001 per share, of Surviving PubCo (“Surviving PubCo Class A Common Stock”); (c) each Class B ordinary share, par value $0.0001 per share, of the Company (“Swiftmerge Class B Ordinary Shares” and together with the Swiftmerge Class A Ordinary Shares, the “Swiftmerge Ordinary Shares”) will convert into one share of Class B common stock, par value $0.0001 per share, of Surviving PubCo; (d) each warrant to purchase Swiftmerge Class A Ordinary Shares will convert on a one -to-one The aggregate merger consideration to be issued to equity holders of AleAnna immediately prior to the Closing is equal to 65,098,476 Concurrently with the execution of the Merger Agreement, the Company, AleAnna, Swiftmerge Holdings LP, a Delaware limited partnership (“Sponsor”) and certain affiliates and representatives of Sponsor (including the officers and directors of the Company) (together with Sponsor, collectively, the “Sponsor Related Parties”) entered into an amended and restated letter agreement (the “A&R Sponsor Letter Agreement”), pursuant to which each Sponsor Related Party has agreed to, among other things, (a) vote its Swiftmerge Ordinary Shares in favor of the Merger Agreement and the Business Combination, including the Merger, (b) take all other actions necessary to consummate the Business Combination, (c) not transfer the Swiftmerge Ordinary Shares beneficially owned by such Sponsor Related Party prior to the Closing, (d) certain lock -up -dilution Liquidity, Capital Resources, and Going Concern As of June 30, 2024, the Company had cash held outside of the Trust Account of $2,633 and a working capital deficit of $3,952,367. Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Furthermore, the Company will have until June 17, 2025 to complete a Business Combination. If a Business Combination is not consummated by June 17, 2025 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. Based on the cash forecast prepared by management as of June 30, 2024, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of June 17, 2025. Based on the liquidity condition and the mandatory liquidation, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 5. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over -allotment -Allotment -Allotment Following the closing of the Initial Public Offering (including the closing of the Over -Allotment -7 Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees, $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 6) and $977,966 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the 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 other 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 6) and executive officers have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of their Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre -initial The Company has until 18 months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the initial redemption amount of $10.10 per share. In November 2022, the Company obtained a waiver letter (the “Waiver Letter”) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial business combination or (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”). On March 14, 2024 the Company, convened an extraordinary general meeting of shareholders to amend the amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025 (the “Extended Date”). In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of $211,918,105. Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 5,621,910 Class A ordinary shares outstanding. Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Merger Agreement and Subsequent Termination On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“Merger Sub” and, together with Swiftmerge and HDL the “Parties”). On February 14, 2024, the Company, HDL and Merger Sub entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which they terminated the Merger Agreement by mutual agreement and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Merger Agreement. No termination fee or other payment is due to either party from the other as a result of the termination. Liquidity, Capital Resources, and Going Concern As of December 31, 2023, the Company had cash held outside of the Trust Account of $148,349 and a working capital deficit of $3,021,925. Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Furthermore, the Company will have until June 17, 2025 to complete a Business Combination. If a Business Combination is not consummated by June 17, 2025 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. Based on the cash forecast prepared by management as of December 31, 2023, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of June 17, 2025. Based on the liquidity condition and the mandatory liquidation, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. The mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to effect an extension of the time in which the Company must complete a business combination or complete a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Use of Estimates The preparation of the financial statements in conformity with US 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 Held in Trust Account As of June 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of June 30, 2024 and December 31, 2023, the Company had $13,534,219 and $24,376,178 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 1,214,913 Class A ordinary shares remain outstanding at June 30, 2024 sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid -in As of June 30, 2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2024 $ 24,276,178 Less: Redemptions (11,325,822 ) Plus: Remeasurement of carrying value to redemption value 309,906 Class A ordinary shares subject to possible redemption at March 31, 2024 13,260,262 Plus: Remeasurement of carrying value to redemption value 173,957 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 13,434,219 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 — Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net (Loss) Income Per Ordinary Share Net (loss) income per ordinary share is computed by dividing income by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Class A Class A Redeemable Shares Non- Shares Class B Class A Class B Redeemable Shares Non- Shares Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Net (loss) income $ (63,146 ) $ (175,418 ) $ (116,946 ) $ 1,213,134 $ 259,681 $ (104,028 ) $ (205,531 ) $ (137,020 ) $ 2,094,453 $ 488,602 Denominator: Basic and diluted weighted average shares outstanding 1,214,913 3,375,000 2,250,000 19,347,527 4,141,484 1,708,230 3,375,000 2,250,000 20,915,055 4,879,144 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) $ (0.06 ) $ 0.10 $ 0.10 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging Recent Accounting Standards On December 14, 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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 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 Use of Estimates The preparation of the financial statements in conformity with US 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 Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of December 31, 2023 and 2022, the Company had $24,376,178 and $229,792,494 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 2,246,910 Class A ordinary shares remain outstanding at December 31, 2023, sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid -in As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Income Per Ordinary Share Net income per ordinary share is computed by dividing income by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Redeemable Non- Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one -half On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over -Allotment | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one -half On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over -Allotment |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over -Allotment is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over -Allotment Simultaneously with the partial exercise of the Over -Allotment | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over -Allotment -Allotment Simultaneously with the partial exercise of the Over -Allotment |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 7). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over -Allotment -converted -Allotment -public The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to one -half -fourth -trading -fourth -trading -trading The Anchor Investors purchased a total of 19,800,000 units and 3,000,000 Private Placement Warrants in the Initial Public Offering at the offering price of $10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. See Note 1 for more information on the effect of the Non -Redemption Promissory Note — Related Party On May 19, 2023, the Sponsor provided a $200,000 advance (“Advance”) to the Company. On September 15, 2023, the Company issued an unsecured promissory note (the “Note”) with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. This note was subsequently amended for a principal balance of $600,000 in November 2023, with an additional $85,000 in April 2024, and an additional $26,000 in May 2024. The Note is non -interest Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company, are payable on demand and are non -interest Due to Related Party Due to Related Party consists of advances from a related party to pay for offering costs and formation costs on behalf of the Company, are payable on demand and are non -interest Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2024, the Company incurred $3,000 and $6,000 in administrative services agreement expenses, respectively. For the three and six months ended June 30, 2023, the Company incurred $2,600 and $5,200, respectively. These amounts are included within formation and operation costs on the accompanying statements of operations. As of June 30, 2024 and December 31, 2023, the Company incurred $61,516 and $55,516 in administrative services expenses which are included in Accrued expenses — related party in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post -Business Advisory Services Agreement — Related Party In April 2024, the Company entered into an advisory services agreement (“Advisory Agreement”) with Rowdeston Capital Corp. (“Rowdeston”), an entity owned by Thomas J. Loch, its Managing Director and Chief Executive Officer, to provide financial advisory services to the Company. Mr. Thomas Loch is the father of Aston Loch, the Company’s Chief Operating Officer and Secretary and a control person of the Sponsor. The Advisory Agreement provides for a one -time -going Non-Redemption Agreement On March 14, 2024, the Company and the Sponsor entered into Non -Redemption -Redeemed -Redeemed -Redeemed -Redemption The Non -Redemption -Redemption Investor Letter Agreement Concurrently with the execution of the Merger Agreement, the Company and Sponsor entered into letter agreements with certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) and certain unaffiliated third -party -up NRA Investor pursuant to such Investor Letter Agreement, irrevocably surrender to the Company all of the Swiftmerge Ordinary Shares acquired by such NRA Investor pursuant to the terms set forth in the Non -Redemption | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 7). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over -Allotment -converted -Allotment -public The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to one -half -fourth -trading -fourth share capitalizations, reorganizations, recapitalizations and other similar transactions) for the Requisite Trading Period. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30 -trading -trading The Anchor Investors purchased a total of 19,800,000 units and 3,000,000 Private Placement Warrants in the Initial Public Offering at the offering price of $10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Promissory Note — Related Party On May 19, 2023, the Sponsor provided a $200,000 advance (“Advance”) to the Company. On September -interest Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company, are payable on demand and are non -interest Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. The Company incurred $12,000 and $43,516 in administrative services agreement expenses during the years ended December 31, 2023 and 2022, respectively and these amounts are included within formation and operation costs on the accompanying statements of operations. As of December 31, 2023 and 2022, the Company has $55,516 and $43,516 in administrative services expenses which are included in accrued expenses — related party in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post -Business |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -Allotment The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the Over -Allotment underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Shareholders' Deficit [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference shares no Class A ordinary shares — Class B ordinary shares — On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over -Allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one Warrants five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • • • • The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked -trading The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non -redeemable At June 30, 2024 and December 31, 2023, there were 11,250,000 Public Warrants outstanding, and 9,350,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity -classified | NOTE 7. SHAREHOLDERS’ DEFICIT Preference shares no Class A ordinary shares — Class B ordinary shares — On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over -Allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023. At the Meeting, the shareholders of the Company approved an amendment that certain investment management trust agreement, dated December 17, 2021 to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the earliest of (i) the Company’s completion of an initial business combination and (ii) March 15, 2024 (the “Extension Date”). On March 14, 2024 the Company, convened an extraordinary general meeting of shareholders to amend the amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025. The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a one -for-one At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) the Founder Share Amendment Proposal; and (iv) a proposal to approve the adjournment of the Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”). In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,253,090 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of $211,918,105. Immediately following the approval of the proposals at the Meeting in June 2023, Swiftmerge Holdings, L.P. as the holder of 3,375,000 Class B Ordinary Shares, converted all 3,375,000 of such shares into the same number of Class A Ordinary Shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B Ordinary Shares, there are an aggregate of 5,621,910 Class A Ordinary Shares outstanding . Warrants five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • • • • The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked -trading The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non -redeemable At December 31, 2023 and 2022, there were 11,250,000 Public Warrants outstanding, and 9,350,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity -classified |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2024 (Unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 13,534,219 $ 13,534,219 $ — $ — December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
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. Other than the developments described below, the Company did not identify any subsequent events that have occurred that would have required adjustment or disclosure in the unaudited condensed financial statements. | 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. On February 14, 2024, the Company entered into the Mutual Termination Agreement with HDL. On March 14, 2024, the Company extended the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025. On March 14, 2024 the Company and the Sponsor entered into non -redemption -Redemption -Redeemed -Redeemed -Redeemed On March 15, 2024 the Company convened an extraordinary general meeting of the Company’s shareholders (the “2024 Meeting”). At the 2024 Meeting, the shareholders of the Company approved the Second Trust Amendment of that certain investment management trust agreement, dated December 17, 2021, as amended on June 15, 2023, by and between the Company and Continental, to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) June 17, 2025. At the 2024 Meeting, the Company’s shareholders also approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination, from March 15, 2024 to June 17, 2025 (the “Extension Amendment Proposal”). In connection with the shareholders’ vote at the 2024 Meeting, the holders of 1,031,997 public Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount of approximately $11.3 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US 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. | Use of Estimates The preparation of the financial statements in conformity with US 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 | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of June 30, 2024 and December 31, 2023, the Company had $13,534,219 and $24,376,178 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of December 31, 2023 and 2022, the Company had $24,376,178 and $229,792,494 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 1,214,913 Class A ordinary shares remain outstanding at June 30, 2024 sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid -in As of June 30, 2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2024 $ 24,276,178 Less: Redemptions (11,325,822 ) Plus: Remeasurement of carrying value to redemption value 309,906 Class A ordinary shares subject to possible redemption at March 31, 2024 13,260,262 Plus: Remeasurement of carrying value to redemption value 173,957 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 13,434,219 | Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 2,246,910 Class A ordinary shares remain outstanding at December 31, 2023, sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid -in As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 — Expenses of Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Net (Loss) Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share Net (loss) income per ordinary share is computed by dividing income by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Class A Class A Redeemable Shares Non- Shares Class B Class A Class B Redeemable Shares Non- Shares Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Net (loss) income $ (63,146 ) $ (175,418 ) $ (116,946 ) $ 1,213,134 $ 259,681 $ (104,028 ) $ (205,531 ) $ (137,020 ) $ 2,094,453 $ 488,602 Denominator: Basic and diluted weighted average shares outstanding 1,214,913 3,375,000 2,250,000 19,347,527 4,141,484 1,708,230 3,375,000 2,250,000 20,915,055 4,879,144 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) $ (0.06 ) $ 0.10 $ 0.10 | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing income by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Redeemable Non- Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Warrant Classification | Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging | Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging |
Recent Accounting Standards | Recent Accounting Standards On December 14, 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 | Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Class A Ordinary Shares Reflected in the Balance Sheets | As of June 30, 2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2024 $ 24,276,178 Less: Redemptions (11,325,822 ) Plus: Remeasurement of carrying value to redemption value 309,906 Class A ordinary shares subject to possible redemption at March 31, 2024 13,260,262 Plus: Remeasurement of carrying value to redemption value 173,957 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 13,434,219 | As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 |
Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Class A Class A Redeemable Shares Non- Shares Class B Class A Class B Redeemable Shares Non- Shares Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Net (loss) income $ (63,146 ) $ (175,418 ) $ (116,946 ) $ 1,213,134 $ 259,681 $ (104,028 ) $ (205,531 ) $ (137,020 ) $ 2,094,453 $ 488,602 Denominator: Basic and diluted weighted average shares outstanding 1,214,913 3,375,000 2,250,000 19,347,527 4,141,484 1,708,230 3,375,000 2,250,000 20,915,055 4,879,144 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) $ (0.06 ) $ 0.10 $ 0.10 | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Redeemable Non- Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | ||
Schedule of Financial Assets that are Measured at Fair Value | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2024 (Unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 13,534,219 $ 13,534,219 $ — $ — December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity and Going Concern (Details) | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 15, 2023 USD ($) $ / shares shares | Jan. 18, 2022 USD ($) $ / shares shares | Dec. 17, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Aug. 16, 2022 | Dec. 31, 2021 $ / shares | Jul. 31, 2021 shares | |
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Exempted date | Feb. 03, 2021 | ||||||||||
Gross proceeds from sale of units | $ | $ 3,000,000 | ||||||||||
Aggregate amount | $ | $ 25,250,000 | ||||||||||
Restricted Investments Term | 185 days | 185 days | |||||||||
Deferred underwriting fees | $ | (6,557,250) | ||||||||||
Number of business combination | 1 | ||||||||||
Fair value of assets trust account | 80% | ||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.1 | $ 10.1 | |||||||||
Net tangible assets | $ | $ 5,000,001 | $ 5,000,001 | |||||||||
Percentage of public shares | 15% | 15% | |||||||||
Initial business combination public shares | 100% | 100% | |||||||||
Period to complete Business Combination | 18 months | 18 years | |||||||||
Ten business days | 10 days | 10 days | |||||||||
Interest to pay | $ | $ 100,000 | $ 100,000 | |||||||||
Cash redemption price (in Dollars per share) | $ 10.1 | ||||||||||
Conversion of stock, description | one-for-one | one-for-one | |||||||||
Public price per share (in Dollars per share) | $ 10.1 | ||||||||||
Aggregate shares issued to equity holders (in Shares) | shares | 65,098,476 | ||||||||||
Cash | $ | $ 2,633 | 148,349 | $ 461,914 | ||||||||
Working capital | $ | $ 3,952,367 | $ 3,021,925 | |||||||||
Share price (in Dollars per share) | $ 10.1 | ||||||||||
Excise tax rate | 1% | ||||||||||
Percentage of amount of excise tax | 1% | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Number of units sold (in Shares) | shares | 8,600,000 | 8,600,000 | |||||||||
Purchase price, per unit (in Dollars per share) | $ 1 | $ 1 | $ 1 | ||||||||
Gross proceeds from sale of units | $ | $ 8,600,000 | $ 8,600,000 | |||||||||
Minimum [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Fair value of assets trust account | 80% | ||||||||||
Post-transaction ownership percentage | 50% | 50% | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Number of units sold (in Shares) | shares | 5,600,000 | 5,600,000 | |||||||||
Gross proceeds from sale of units | $ | $ 6,500,000 | ||||||||||
Class A Ordinary Shares [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Cash redemption price (in Dollars per share) | $ 10.46 | ||||||||||
Stock redeemed (in Shares) | shares | 20,253,090 | 20,253,090 | |||||||||
Redemption price (in Dollars per share) | $ 10.4 | ||||||||||
Redemption amount | $ | $ 211,918,105 | $ 211,918,105 | |||||||||
Financial instruments subject to mandatory redemption, settlement terms, number of shares (in Shares) | shares | 1,031,997 | ||||||||||
Share redemption price per share (in Dollars per share) | $ 10.92 | ||||||||||
Aggregate redemption amount | $ | $ 11,300,000 | ||||||||||
Common stock outstanding (in Shares) | shares | 3,375,000 | 3,375,000 | |||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Share price (in Dollars per share) | 18 | ||||||||||
Conversion of stock issued (in Shares) | shares | 3,375,000 | ||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Conversion of stock shares converted to non public shares (in Shares) | shares | 3,375,000 | 3,375,000 | |||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
Conversion of stock issued (in Shares) | shares | 3,375,000 | ||||||||||
Class A Ordinary Shares [Member] | Swiftmerge HoldCo LLC [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | 0.0001 | ||||||||||
Class A Ordinary Shares [Member] | Surviving PubCo [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
Class B Ordinary Shares [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Common stock outstanding (in Shares) | shares | 5,625,000 | 2,250,000 | 2,250,000 | 5,625,000 | 5,750,000 | ||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class B Ordinary Shares [Member] | Surviving PubCo [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Common stock outstanding (in Shares) | shares | 5,621,910 | 5,625,000 | 4,589,913 | 5,750,000 | |||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Conversion of stock (in Shares) | shares | 3,375,000 | 3,375,000 | 3,375,000 | 3,375,000 | |||||||
Conversion of stock shares converted to non public shares (in Shares) | shares | 3,375,000 | ||||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
Class B Ordinary Shares [Member] | Swiftmerge HoldCo LLC [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
Class C Ordinary Shares [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.0001 | ||||||||||
IPO [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Common stock issued (in Shares) | shares | 20,000,000 | ||||||||||
Shares issued price per share (in Dollars per share) | $ 10 | ||||||||||
Total gross proceeds | $ | $ 25,000,000 | $ 200,000,000 | |||||||||
Additional units (in Shares) | shares | 2,500,000 | ||||||||||
Offering price per unit (in Dollars per share) | $ 10 | ||||||||||
Aggregate amount | $ | 227,250,000 | $ 227,250,000 | |||||||||
Transaction costs | $ | 26,958,716 | 26,958,716 | |||||||||
Cash underwriting fees | $ | 4,500,000 | 4,500,000 | |||||||||
Deferred underwriting fees | $ | 7,875,000 | 7,875,000 | |||||||||
Excess fair value amount | $ | 13,605,750 | 13,605,750 | |||||||||
Other offering costs | $ | 977,966 | $ 977,966 | |||||||||
Period to complete Business Combination | 18 months | ||||||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Number of units sold (in Shares) | shares | 8,600,000 | ||||||||||
Private Placement [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Aggregate amount | $ | $ 6,000,000 | ||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Gross proceeds from sale of units | $ | $ 750,000 | $ 750,000 | $ 750,000 | ||||||||
Sold of additional shares (in Shares) | shares | 750,000 | 750,000 | 750,000 | ||||||||
Public Shareholders [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.1 | ||||||||||
Public shares [Member] | |||||||||||
Description of Organization, Business Operations, Liquidity And Going Concern [Line Items] | |||||||||||
Total gross proceeds | $ | $ 200,000,000 | ||||||||||
Offering price per unit (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 17, 2021 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Cash and cash equivalents | $ 2,633 | $ 2,633 | $ 148,349 | $ 461,914 | ||||
Investments held in trust | 13,534,219 | 13,534,219 | 24,376,178 | 229,792,494 | ||||
Expenses payable on dissolution | 100,000 | 100,000 | 100,000 | |||||
Accretion of Class A ordinary shares subject to redemption value | 173,957 | $ 309,906 | $ 2,685,418 | $ 2,328,946 | 6,501,789 | 2,442,494 | ||
Deferred underwriting fee payable | (6,557,250) | |||||||
Unrecognized tax benefits | ||||||||
Accrued interest and penalties | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 20,600,000 | 20,600,000 | ||||||
Cash insured with federal depository insurance corporation | 250,000 | $ 250,000 | $ 250,000 | |||||
Cash | 2,633 | 2,633 | 148,349 | 461,914 | ||||
Investments held in the trust account | $ 24,376,178 | $ 229,792,494 | ||||||
IPO [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Offering cost | 26,958,716 | 26,958,716 | ||||||
Underwriting fees | 4,500,000 | |||||||
Deferred underwriting fee payable | $ 7,875,000 | 7,875,000 | ||||||
Excess Fair Value of Founder Shares Attributable to Anchor Investors | 13,605,750 | 13,605,750 | ||||||
Other Offering Costs | 977,966 | 977,966 | ||||||
Issuance costs allocated to Class A ordinary shares | 24,864,388 | |||||||
Offering costs reduction of permanent equity | $ 2,094,328 | 2,094,328 | ||||||
Transaction costs | 26,958,716 | 26,958,716 | ||||||
Cash Underwriting Fees | $ 4,500,000 | $ 4,500,000 | ||||||
IPO [Member] | Class A Ordinary Shares [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stock shares issued during the period for services value (in Shares) | 22,500,000 | 22,500,000 | ||||||
Temporary Equity, Shares Outstanding (in Shares) | 1,214,913 | 1,214,913 | 2,246,910 | |||||
Issuance costs allocated to Class A ordinary shares | $ 24,864,388 | |||||||
Adjustments to additional paid in capital stock issued issuance costs | $ 2,094,328 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Balance Sheets - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Plus: | ||||||
Remeasurement of carrying value to redemption value | $ 173,957 | $ 309,906 | $ 2,685,418 | $ 2,328,946 | $ 6,501,789 | $ 2,442,494 |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||||||
Schedule of Class A Ordinary Shares Reflected in the Balance Sheets [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | 13,260,262 | 24,276,178 | $ 229,692,494 | 229,692,494 | 202,000,000 | |
Less: | ||||||
Redemptions | (11,325,822) | (211,918,105) | ||||
Plus: | ||||||
Remeasurement of carrying value to redemption value | 309,906 | 6,501,789 | 2,442,494 | |||
Class A ordinary shares subject to possible redemption | $ 13,434,219 | $ 13,260,262 | $ 24,276,178 | $ 229,692,494 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||||||
Numerator: | ||||||
Net (loss) income | $ 1,213,134 | $ 2,094,453 | $ 1,202,040 | |||
Denominator: | ||||||
Basic weighted average shares outstanding | 19,347,527 | 20,915,055 | 22,376,712 | |||
Diluted weighted average shares outstanding | 19,347,527 | 20,915,055 | 22,376,712 | |||
Basic net (loss) income per ordinary share | $ 0.06 | $ 0.1 | $ 0.05 | |||
Diluted net (loss) income per ordinary share | $ 0.06 | $ 0.1 | $ 0.05 | |||
Common Class A [Member] | Redeemable [Member] | ||||||
Numerator: | ||||||
Net (loss) income | $ (63,146) | $ (104,028) | ||||
Denominator: | ||||||
Basic weighted average shares outstanding | 1,214,913 | 1,708,230 | ||||
Diluted weighted average shares outstanding | 1,214,913 | 1,708,230 | ||||
Basic net (loss) income per ordinary share | $ (0.05) | $ (0.06) | ||||
Diluted net (loss) income per ordinary share | $ (0.05) | $ (0.06) | ||||
Common Class A [Member] | Non Redeemable [Member] | ||||||
Numerator: | ||||||
Net (loss) income | $ (175,418) | $ (205,531) | ||||
Denominator: | ||||||
Basic weighted average shares outstanding | 3,375,000 | 3,375,000 | ||||
Diluted weighted average shares outstanding | 3,375,000 | 3,375,000 | ||||
Basic net (loss) income per ordinary share | $ (0.05) | $ (0.06) | ||||
Diluted net (loss) income per ordinary share | $ (0.05) | $ (0.06) | ||||
Common Class B [Member] | ||||||
Numerator: | ||||||
Net (loss) income | $ (116,946) | $ 259,681 | $ (137,020) | $ 488,602 | $ 815,472 | $ 300,510 |
Denominator: | ||||||
Basic weighted average shares outstanding | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Diluted weighted average shares outstanding | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Basic net (loss) income per ordinary share | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Diluted net (loss) income per ordinary share | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 18, 2022 | Dec. 17, 2021 |
Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Consummated shares | 20,000,000 | |
Gross proceeds (in Dollars) | $ 25,000,000 | $ 200,000,000 |
Sale of an additional shares | 2,500,000 | |
Offering price (in Dollars per share) | $ 10 | |
IPO [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Redeemable warrant | one-half of one | |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Unit shares | 1 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 18, 2022 | Dec. 17, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement [Line Items] | |||||
Aggregate amount | $ 3,000,000 | ||||
Over-allotment option | $ 6,500,000 | ||||
Warrants shares | 3,000,000 | ||||
Deposited into the operating account | $ 2,600,000 | ||||
Generating gross proceeds | $ 3,000,000 | ||||
proceeds from sale | $ 25,250,000 | ||||
Cash deposit | $ 2,600,000 | ||||
Private Placement Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 8,600,000 | 8,600,000 | |||
Price per share | $ 1 | $ 1 | $ 1 | ||
Class of warrants or rights number of shares called by each warrant or right | 1 | 1 | |||
Share price | $ 11.5 | $ 11.5 | |||
Proceeds from the sale of the Private Placement | $ 6,000,000 | ||||
Generating gross proceeds | $ 8,600,000 | $ 8,600,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 5,600,000 | 5,600,000 | |||
Generating gross proceeds | $ 6,500,000 | ||||
Private Placement Warrants [Member] | Anchor Investors [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 3,000,000 | 3,000,000 | |||
IPO [Member] | |||||
Private Placement [Line Items] | |||||
proceeds from sale | $ 227,250,000 | $ 227,250,000 | |||
IPO [Member] | Private Placement Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 8,600,000 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 6,500,000 | 8,600,000 | |||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Private Placement [Line Items] | |||||
Anchor investors | 6,500,000 | ||||
Generating gross proceeds | $ 5,600,000 | ||||
Private Placement [Member] | |||||
Private Placement [Line Items] | |||||
Aggregate amount | $ 5,600,000 | ||||
proceeds from sale | $ 6,000,000 | ||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Additional share | 750,000 | 750,000 | 750,000 | ||
Generating gross proceeds | $ 750,000 | $ 750,000 | $ 750,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 30, 2024 | Mar. 14, 2024 | Jun. 30, 2023 | Jun. 15, 2023 | Apr. 08, 2022 | Jan. 18, 2022 | Dec. 17, 2021 | Jul. 31, 2021 | Feb. 08, 2021 | Jul. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 31, 2024 | Nov. 30, 2023 | Sep. 15, 2023 | May 19, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | $ 10.1 | |||||||||||||||||||
Closing price (in Dollars per share) | $ 14 | |||||||||||||||||||
Sponsor costs and expenses | $ 85,000 | $ 26,000 | ||||||||||||||||||
Due to sponsor | $ 2,284 | $ 2,284 | $ 2,284 | $ 2,284 | ||||||||||||||||
Due to related party | 200,000 | 200,000 | 0 | |||||||||||||||||
Administrative services agreement expenses | $ 2,600 | $ 5,200 | ||||||||||||||||||
Remains outstanding amount | 145,500 | $ 145,500 | ||||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Class of warrants or rights warrants issued during the period (in Shares) | 8,600,000 | 8,600,000 | ||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Due to sponsor | 2,284 | |||||||||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Administrative services agreement expenses | $ 3,000 | $ 6,000 | ||||||||||||||||||
Amounts outstanding | 12,000 | 43,516 | ||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of founder shares (in Shares) | 3 | |||||||||||||||||||
Number of non-redeemed shares (in Shares) | 10 | |||||||||||||||||||
Amounts outstanding | 0 | 0 | ||||||||||||||||||
Due to sponsor | $ 2,284 | |||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Sponsor costs and expenses | $ 600,000 | |||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Class of warrants or rights warrants issued during the period (in Shares) | 5,600,000 | 5,600,000 | ||||||||||||||||||
Sponsor [Member] | Working Capital Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Sponsor advance | $ 600,000 | |||||||||||||||||||
Sponsor costs and expenses | $ 500,000 | |||||||||||||||||||
Per warrant (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||||||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Office space per month | $ 10,000 | $ 10,000 | ||||||||||||||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Per warrant (in Dollars per share) | 1 | $ 1 | $ 1 | |||||||||||||||||
loans, convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Anchor Investors [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Holding period for transfer | 1 year | 1 year | ||||||||||||||||||
Units issued during period new issues (in Shares) | 19,800,000 | 19,800,000 | ||||||||||||||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||||||
Anchor Investors [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Class of warrants or rights warrants issued during the period (in Shares) | 3,000,000 | 3,000,000 | ||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Sponsor advance | $ 711,000 | $ 711,000 | $ 600,000 | |||||||||||||||||
Administrative services expenses | 61,516 | 61,516 | 55,516 | 43,516 | ||||||||||||||||
Due to sponsor | 200,000 | 200,000 | ||||||||||||||||||
Related Party [Member] | Working Capital Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Sponsor advance | $ 200,000 | |||||||||||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Administrative services expenses | 61,516 | 61,516 | $ 55,516 | $ 43,516 | ||||||||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Administrative and support service | $ 10,000 | |||||||||||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Administrative and support service | $ 1,000 | |||||||||||||||||||
Rowdeston Capital Corp. (“Rowdeston”) [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Advisory services fee | $ 25,000 | $ 145,500 | $ 145,500 | |||||||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Stock surrendered during period shares (in Shares) | 1,437,500 | |||||||||||||||||||
Common stock, shares outstanding (in Shares) | 5,625,000 | 5,750,000 | 5,750,000 | 2,250,000 | 2,250,000 | 2,250,000 | 5,625,000 | |||||||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 5,625,000 | |||||||||||||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Aggregate value | $ 25,000 | |||||||||||||||||||
Sponsor paid (in Shares) | 7,187,500 | |||||||||||||||||||
Stock surrendered during period shares (in Shares) | 125,000 | 1,437,500 | 1,437,500 | |||||||||||||||||
Common stock, shares outstanding (in Shares) | 5,621,910 | 5,625,000 | 4,589,913 | 4,589,913 | 5,750,000 | |||||||||||||||
Common stock, other shares outstanding (in Shares) | 750,000 | 750,000 | 750,000 | |||||||||||||||||
Percentage of ownership after transaction | 20% | 20% | ||||||||||||||||||
Stock shares issued during the period for services shares | $ 7,187,500 | |||||||||||||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Conversion of stock, shares converted (in Shares) | 3,375,000 | 3,375,000 | 3,375,000 | 3,375,000 | ||||||||||||||||
Conversion of stock shares converted to non public shares (in Shares) | 3,375,000 | |||||||||||||||||||
Class B Ordinary Shares [Member] | Anchor Investors [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 0.003 | $ 0.003 | ||||||||||||||||||
Shares issued price per share (in Dollars per share) | 0.003 | $ 0.003 | $ 0.003 | |||||||||||||||||
Founder shares (in Shares) | 2,250,000 | 2,250,000 | ||||||||||||||||||
Anchor Investors | $ 13,612,500 | $ 13,612,500 | ||||||||||||||||||
Fair value per share (in Dollars per share) | $ 6.05 | $ 6.05 | $ 6.05 | |||||||||||||||||
Founder shares sold | $ 6,750 | $ 6,750 | ||||||||||||||||||
Class B Ordinary Shares [Member] | Individual Anchor Investor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Founder shares (in Shares) | 225,000 | 225,000 | ||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 3,375,000 | 3,375,000 | 3,375,000 | |||||||||||||||||
Share price (in Dollars per share) | $ 18 | $ 18 | ||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Conversion of stock shares converted to non public shares (in Shares) | 3,375,000 | 3,375,000 | ||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor Directors and Executive Officers [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | 12 | $ 12 | ||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor Directors and Executive Officers [Member] | Redemption of Founder Shares Tranche Two [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | $ 12 | |||||||||||||||||||
Number of trading days | 20 days | 20 days | ||||||||||||||||||
Number of trading days | 30 days | 30 days | ||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor Directors and Executive Officers [Member] | Redemption of Founder Shares Tranche Three [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | $ 14 | |||||||||||||||||||
Class A Ordinary Shares [Member] | Anchor Investors [Member] | Redemption of Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | 12 | $ 12 | $ 12 | |||||||||||||||||
Number of trading days | 20 days | 20 days | ||||||||||||||||||
Number of trading days | 30 days | 30 days | ||||||||||||||||||
Class A Ordinary Shares [Member] | Holders of Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Number of trading days | 30 days | |||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 12 | $ 12 | ||||||||||||||||||
Commencing period after the initial | 150 days | |||||||||||||||||||
Class A Ordinary Shares [Member] | Holders of Founder Shares [Member] | Subsequent to Initial Business Combination [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Share price (in Dollars per share) | $ 12 | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Number of trading days | 30 days | |||||||||||||||||||
Commencing period after the initial | 150 days | |||||||||||||||||||
Founder Shares [Member] | Anchor Investors [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Shares issued price per share (in Dollars per share) | $ 0.003 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 18, 2022 | Dec. 17, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||||
Deferred underwriting commissions amount | $ (6,557,250) | ||||
Underwriter Agreement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Deferred underwriting commissions price | 0.35 | ||||
Deferred underwriting commissions amount | $ 7,875,000 | ||||
Over-Allotment Option [Member] | Underwriter Agreement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Underwriter day option | 45 days | ||||
Additional Units (in Shares) | 3,000,000 | ||||
IPO [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Sale of an additional units (in Shares) | 2,500,000 | ||||
Offering price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 25,000,000 | $ 200,000,000 | |||
Aggregate amount | 4,500,000 | $ 4,500,000 | |||
Deferred underwriting commissions amount | $ 7,875,000 | $ 7,875,000 | |||
IPO [Member] | Underwriter Agreement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Cash underwriting discount price | $ 0.2 | ||||
Aggregate amount | $ 4,500,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 15, 2023 | Jan. 18, 2022 | Jul. 31, 2021 | Feb. 08, 2021 | Jul. 31, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders' Deficit [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | |||||||||
Preferred stock, shares outstanding | |||||||||
Conversion of stock, description | one-for-one | one-for-one | |||||||
Period for registration statement to become effective | 60 days | ||||||||
Share price (in Dollars per share) | $ 10.1 | ||||||||
Public Warrants [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Expiration period of warrants | 5 years | 5 years | |||||||
Period for registration statement to become effective | 60 days | ||||||||
Warrant redemption price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||
Notice period to redeem warrants | 30 days | 30 days | |||||||
Adjusted exercise price of warrants percentage | 115% | 115% | |||||||
Number of warrants or rights outstanding | 11,250,000 | 11,250,000 | 11,250,000 | ||||||
Period to exercise warrants | 30 days | ||||||||
Period to file registration statement | 20 days | ||||||||
Private Placement Warrants [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Number of warrants or rights outstanding | 9,350,000 | 9,350,000 | 9,350,000 | ||||||
Period to exercise warrants | 30 days | ||||||||
Conversion From Class B to Class A Common Stock [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Percentage of ordinary shares issued and outstanding | 20% | 20% | |||||||
Conversion of stock, description | one-to-one | one-to-one | |||||||
Class A Ordinary Shares [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | one vote | one vote | |||||||
Common stock, shares issued | 3,375,000 | 3,375,000 | |||||||
Common stock, shares outstanding | 3,375,000 | 3,375,000 | |||||||
Share price (in Dollars per share) | $ 18 | ||||||||
Ordinary Shares properly exercised | 20,253,090 | 20,253,090 | |||||||
Stock redeemption price per share (in Dollars per share) | $ 10.46 | ||||||||
Redemption amount (in Dollars) | $ 211,918,105 | $ 211,918,105 | |||||||
Conversion of stock, shares issued | 3,375,000 | ||||||||
Class A Ordinary Shares [Member] | Public Warrants [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Share price (in Dollars per share) | $ 18 | $ 18 | |||||||
Number of trading days for determining the share price | 20 days | ||||||||
Number of consecutive trading days | 30 days | ||||||||
Adjusted share price percentage | 180% | ||||||||
Class A Ordinary Shares [Member] | Redemption of Warrants when Price Equals or Exceeds Eighteen Dollar [Member] | Public Warrants [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Share price (in Dollars per share) | $ 18 | ||||||||
Number of trading days for determining the share price | 20 days | ||||||||
Number of consecutive trading days | 30 days | ||||||||
Adjusted share price percentage | 180% | ||||||||
Class A Ordinary Shares [Member] | Extension Amendment Proposal [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Redemption amount (in Dollars) | $ 211,918,105 | ||||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||
Conversion of stock, shares issued | 3,375,000 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, shares issued | 4,589,913 | 5,621,910 | 22,500,000 | ||||||
Common stock, shares outstanding | 4,589,913 | 5,621,910 | 22,500,000 | ||||||
Class A Ordinary Shares Subject to Possible Redemption [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Temporary equity, shares outstanding | 1,214,913 | 2,246,910 | 22,500,000 | ||||||
Class B Ordinary Shares [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | one vote | one vote | |||||||
Common stock, shares issued | 2,250,000 | 2,250,000 | 5,625,000 | ||||||
Common stock, shares outstanding | 5,625,000 | 5,750,000 | 5,750,000 | 2,250,000 | 2,250,000 | 5,625,000 | |||
Stock surrendered | 1,437,500 | ||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, shares outstanding | 5,625,000 | ||||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, shares outstanding | 5,621,910 | 5,625,000 | 4,589,913 | 5,750,000 | |||||
Shares issued (in Dollars) | $ 25,000 | ||||||||
Sponsor paid | 7,187,500 | ||||||||
Stock surrendered | 125,000 | 1,437,500 | 1,437,500 | ||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||
Conversion of stock, shares converted | 3,375,000 | 3,375,000 | 3,375,000 | 3,375,000 | |||||
Additional Offering [Member] | Class A Ordinary Shares [Member] | |||||||||
Shareholders' Deficit [Line Items] | |||||||||
Shares issued price per share (in Dollars per share) | $ 9.2 | $ 9.2 | |||||||
Percentage of equity proceeds | 60% | 60% | |||||||
weighted average trading period | 20 days | 20 days | |||||||
Volume weighted average price per share (in Dollars per share) | $ 9.2 | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Financial Assets that are Measured at Fair Value - Fair Value, Recurring [Member] - U.S. Treasury Securities [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Financial Assets that are Measured at Fair Value [Line Items] | |||
U.S. Treasury Securities Money Market Funds | $ 13,534,219 | $ 24,376,178 | $ 229,792,494 |
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | 13,534,219 | 24,376,178 | 229,792,494 |
Level 1 [Member] | |||
Schedule of Financial Assets that are Measured at Fair Value [Line Items] | |||
U.S. Treasury Securities Money Market Funds | 13,534,219 | 24,376,178 | 229,792,494 |
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | 13,534,219 | 24,376,178 | 229,792,494 |
Level 2 [Member] | |||
Schedule of Financial Assets that are Measured at Fair Value [Line Items] | |||
U.S. Treasury Securities Money Market Funds | |||
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | |||
Level 3 [Member] | |||
Schedule of Financial Assets that are Measured at Fair Value [Line Items] | |||
U.S. Treasury Securities Money Market Funds | |||
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Mar. 14, 2024 | Mar. 15, 2024 |
Subsequent Events (Details) [Line Items] | ||
Trust account balance (in Dollars) | $ 13.3 | |
Sponsor [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Redeem certain public price (in Dollars per share) | $ 0.001 | |
Sponsor [Member] | Anchor Investors [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Founder shares | 3 | |
Non-redeemed shares | 10 | |
Class A Ordinary Shares [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Holders of public shares | 1,031,997 | |
Redemption price (in Dollars per share) | $ 10.92 | |
Redemption amount (in Dollars) | $ 11.3 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of the Class A Ordinary Shares Reflected in the Balance Sheets - Class A Ordinary Shares Subject to Possible Redemption [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of the Class A Ordinary Shares Reflected in the Balance Sheets [Line Items] | |||||
Class A ordinary shares subject to possible redemption | $ 13,260,262 | $ 24,276,178 | $ 24,276,178 | $ 229,692,494 | $ 202,000,000 |
Class A ordinary shares subject to possible redemption | $ 13,434,219 | 13,260,262 | $ 13,434,219 | 24,276,178 | 229,692,494 |
Less: | |||||
Proceeds allocated to Public Warrants | (1,250,000) | ||||
Issuance costs allocated to Class A ordinary shares | (1,556,250) | ||||
Plus: | |||||
Proceeds from over-allotment warrants | 750,000 | ||||
Proceeds from over-allotment units less cash underwriting discount | 24,500,000 | ||||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | 2,806,250 | ||||
Remeasurement of carrying value to redemption value | 309,906 | 6,501,789 | $ 2,442,494 | ||
Less: | |||||
Redemptions | $ (11,325,822) | $ (211,918,105) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Redeemable Shares [Member] | ||||||
Numerator: | ||||||
Net income | $ 2,204,696 | |||||
Denominator: | ||||||
Basic weighted average shares outstanding | 10,232,877 | |||||
Diluted weighted average shares outstanding | 10,232,877 | |||||
Basic net income per ordinary share | $ 0.22 | |||||
Diluted net income per ordinary share | $ 0.22 | |||||
Class A Non- Redeemable Shares [Member] | ||||||
Numerator: | ||||||
Net income | $ 396,447 | |||||
Denominator: | ||||||
Basic weighted average shares outstanding | 3,375,000 | 3,375,000 | 1,840,068 | |||
Diluted weighted average shares outstanding | 3,375,000 | 3,375,000 | 1,840,068 | |||
Basic net income per ordinary share | $ (0.05) | $ 0 | $ (0.06) | $ 0 | $ 0.22 | |
Diluted net income per ordinary share | $ (0.05) | $ 0 | $ (0.06) | $ 0 | $ 0.22 | |
Class B Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Net income | $ (116,946) | $ 259,681 | $ (137,020) | $ 488,602 | $ 815,472 | $ 300,510 |
Denominator: | ||||||
Basic weighted average shares outstanding | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Diluted weighted average shares outstanding | 2,250,000 | 4,141,484 | 2,250,000 | 4,879,144 | 3,784,932 | 5,594,178 |
Basic net income per ordinary share | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Diluted net income per ordinary share | $ (0.05) | $ 0.06 | $ (0.06) | $ 0.1 | $ 0.22 | $ 0.05 |
Class A Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Net income | $ 1,213,134 | $ 2,094,453 | $ 1,202,040 | |||
Denominator: | ||||||
Basic weighted average shares outstanding | 19,347,527 | 20,915,055 | 22,376,712 | |||
Diluted weighted average shares outstanding | 19,347,527 | 20,915,055 | 22,376,712 | |||
Basic net income per ordinary share | $ 0.06 | $ 0.1 | $ 0.05 | |||
Diluted net income per ordinary share | $ 0.06 | $ 0.1 | $ 0.05 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets that are Measured at Fair Value - Fair Value, Recurring [Member] - US Treasury Securities [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | $ 13,534,219 | $ 24,376,178 | $ 229,792,494 |
Level 1 [Member] | |||
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | 13,534,219 | 24,376,178 | 229,792,494 |
Level 2 [Member] | |||
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds | |||
Level 3 [Member] | |||
Investments held in Trust Account: | |||
U.S. Treasury Securities Money Market Funds |