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Commitments and Contingencies
12 Months Ended
Dec. 31, 2023
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 6 – Commitments and Contingencies

 

Registration Rights

 

The holders of Founder Shares and Private Placement Warrants, including any that may be issued upon conversion of Working Capital Loans, if any (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants, including any that may be issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement entered into prior to the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments. The underwriters fully exercised the over-allotment option concurrently with the close of the IPO. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit (or $4,600,000) of the gross proceeds of the IPO. Additionally, the underwriters would be entitled to a deferred underwriting commission of $0.35 per Unit (or $8,050,000) of the gross proceeds of the IPO upon the completion of the Company’s Initial Business Combination. The deferred underwriting commissions would become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

 

On December 4, 2023, the Company received an executed deferred underwriting fees waiver letter from J.P. Morgan Securities LLC., one of the Company’s underwriters, informing the Company of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of any Business Combination. The waiver does not cover deferred underwriting fees payable to Citigroup Global Market Inc. (representing 50% of the total deferred underwriting fees payable).