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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class:
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Trading Symbol(s)
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Name of Each Exchange on Which Registered:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company | |
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Page
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2
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Item 1.
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2
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Item 1A.
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11
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Item 1B.
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46
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Item 1C.
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46 |
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Item 2.
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47
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Item 3.
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47
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Item 4.
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47
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48
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Item 5.
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48
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Item 6.
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49
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Item 7.
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49
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Item 7A.
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57
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Item 8.
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58 | |
Item 9.
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80
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Item 9A.
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80 | |
Item 9B.
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83 | |
Item 9C.
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83
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84 | ||
Item 10.
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84 | |
Item 11.
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91 | |
Item 12.
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92 | |
Item 13.
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94 | |
Item 14.
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96 | |
97 | ||
Item 15.
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97 | |
Item 16.
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98 | |
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99 |
•
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Founding companies that have scaled into large, successful businesses;
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Operating companies, setting and changing strategies and capital allocation, and identifying, monitoring and recruiting world-class talent;
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•
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Acquiring and integrating companies;
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Developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of
businesses;
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Sourcing, structuring, and selling businesses;
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Accessing the capital markets, including financing businesses and helping companies transition to public ownership; and
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Engaging with public market analysts and investors to help companies better communicate their business model, opportunity and strategy to maximize value for their
shareholders.
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Tech-enabled Consumer: Shoebuy.com; DraftKings; Rue Gilt Groupe; Restoration Hardware; Eastern Bank; Resident; Rent the Runway; CABA Design; Monument; FlexCar;
CoachUp; Blitsy; and Paintzen.
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•
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Technology: SessionM; Communispace; Definitive Healthcare; Infinata; CLYPD; Returnalyze; Reblaze; Vee24; UpShift; Brightcove; Yieldify; Jebbit; Aperio; Black Kite;
JobGet; connectRN; Quattro Wireless; and Raptor Maps.
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•
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Can achieve rapid revenue growth in a large and growing market.
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Have achieved scale and are on a predictable growth trajectory. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the
ability to grow that profitability over time.
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Have a defensible market position with demonstrated advantages compared to competitors that create barriers to entry against new potential market entrants. We intend
to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we strongly value an organization’s ability to evolve with a changing market in order to continue to be the
disruptor rather than the disrupted as the business gains scale.
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•
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Have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding
attractive bolt-on acquisition targets. Our management team and Industry Advisors have significant experience in identifying such targets and helping target management assess the strategic and financial fit of potential bolt-on
acquisitions. Similarly, we believe our management team and Industry Advisors have the expertise to assess the likely synergies between target companies and help a target effectively integrate acquisitions.
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•
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Exhibit unrecognized value or other characteristics that we believe represent upside in the public markets based on our company-specific analysis and due diligence
review. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate governance,
customers, material contracts, and industry background and trends.
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•
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Have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth, profitability, and
value creation.
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Are prepared to be public companies and will benefit from having access to the public markets in order to enhance their ability to grow, pursue accretive acquisitions,
high-return capital projects, and/or strengthen their balance sheet.
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We have no operating history and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.
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We may not be able to consummate a Business Combination before November 12, 2024 or during any Extension Period, in which case we would
cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
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If we have not completed our Business Combination by November 12, 2024, unless otherwise extended, our public shareholders may be forced to wait beyond such date before redemption proceeds from our Trust Account become available. |
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Our shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our Business
Combination even though a majority of our public shareholders do not support such a combination. |
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Our Initial Shareholders will be able to approve the Business Combination, regardless of how our public shareholders vote. |
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a Business Combination with a target. |
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
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The net proceeds of the Public Offering, the sale of the Private Placement Warrants and the Sponsor Loan not being held in the Trust Account are insufficient to allow us to operate until November 12, 2024, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our Business Combination. |
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The requirement that we consummate a Business Combination by November 12, 2024 may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders. |
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Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the ongoing military conflicts and other geopolitical uncertainties. |
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Increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate a Business Combination. |
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Our Sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase public shares or Warrants, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares or Public Warrants. |
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If we seek shareholder approval of our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Business Combination. If we have not consummated our Business Combination by November 12, 2024, unless otherwise extended, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. |
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You do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to
liquidate your investment, you may be forced to sell your public shares or Public Warrants, potentially at a loss. |
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The Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our
securities and subject us to additional trading restrictions. |
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Our Initial Shareholders have a controlling interest in us and thus may exert control over actions requiring a shareholder vote, potentially in a manner that you do not support. |
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We have identified material weaknesses in our internal controls over financial reporting. The material weaknesses could continue to adversely affect our ability to report our results of operations
and financial condition accurately and in a timely manner.
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The funds in the Trust Account are currently held in cash in an interest-bearing account, and interest rate can vary significantly, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.20 per share. |
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Since our Sponsor, executive officers and directors will lose their entire investment in us if our Business Combination is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Business Combination. |
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You will not be entitled to protections normally afforded to investors of many other blank check companies. |
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Our registered independent public accountants have included an explanatory paragraph on our ability to continue as a going concern in their report of registered independent public accounting firm. |
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restrictions on the nature of our investments; and
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•
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restrictions on the issuance of securities,
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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•
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the
maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary
shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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•
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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•
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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•
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and
other purposes and other disadvantages compared to our competitors who have less debt.
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent
rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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laws granting government authorities the power to block, modify or unwind business combinations;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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unexpected changes in regulatory requirements;
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longer payment cycles;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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corruption;
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•
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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•
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regime changes and political upheaval;
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terrorist attacks, natural disasters and wars; or
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•
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deterioration of political relations with the United States.
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•
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may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary
shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
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•
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
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•
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could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
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•
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
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•
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may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants; and
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•
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may not result in adjustment to the exercise price of our Warrants.
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•
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we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;
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•
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and
responsibilities; and
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•
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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities.
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Item 1B.
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Unresolved Staff Comments.
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Item 1C.
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Cybersecurity.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
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(a)
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Market Information
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(b)
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Holders
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(c)
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Dividends
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(d)
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Securities Authorized for Issuance Under Equity Compensation Plans
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(e)
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Page
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Report of Independent Registered Public Accounting Firm (
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59
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60
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61 | |
62 | |
63 | |
64 |
ASSETS |
December 31, 2023 | December 31, 2022 | ||||||
Cash
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$
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$ | |||||
Prepaid expenses
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|||||||
Total current assets
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|||||||
Cash (Investments) held in Trust Account
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||||||||
Total Assets
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$
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$ | |||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$
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$ | |||||
Accrued expenses
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|||||||
Total current liabilities
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|||||||
Deferred underwriting fees payable
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|||||||
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|||||||
Total liabilities
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|||||||
Commitments and Contingencies
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||||||||
Class A ordinary shares subject to possible redemption,
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|||||||
Shareholders’ deficit
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||||||||
Preference shares, $
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|||||||
Class A ordinary shares, $
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|||||||
Class B ordinary shares, $
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|||||||
Additional paid-in capital
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|||||||
Accumulated deficit
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(
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)
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(
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)
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Total shareholders’ deficit
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(
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)
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(
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)
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
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$
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$ |
For The Year Ended
December 31, 2023
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For The Year Ended
December 31, 2022
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|||||||
General and administrative expenses
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||||||||
Loss from operations
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( |
) |
(
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)
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Earnings on cash (investments) held in Trust Account
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||||||||
Net income
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$ |
$
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|||||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted
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|||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
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$ |
$
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|||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted
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|||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares
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$ |
$
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Ordinary Shares | ||||||||||||||||||||||||||||
Class A
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Class B
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|||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Additional
Paid-In
Capital
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Accumulated
Deficit
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Total Shareholders’
Deficit
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||||||||||||||||||||||
Balance as of January 1, 2023
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|
$
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|
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$
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$
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$
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(
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)
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$
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(
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)
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||||||||||||||
Capital contribution made by Sponsor for non-redemption agreement
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-
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-
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|||||||||||||||||||||
Cost of raising capital related to shareholder non-redemption agreements
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- | - | ( |
) | ( |
) | ||||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value
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-
|
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-
|
|
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(
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)
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(
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)
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|||||||||||||||||||
Net income
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-
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-
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|||||||||||||||||||||
Balance as of December 31, 2023
|
$ | $ | $ | $ | ( |
) | $ | ( |
) |
Ordinary Shares | ||||||||||||||||||||||||||||
Class A
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Class B
|
|
||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of January 1, 2022
|
|
$
|
|
|
$
|
|
$ |
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$ |
(
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)
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$
|
(
|
)
|
||||||||||||||
Remeasurement of Class A
ordinary shares to redemption value
|
-
|
|
-
|
|
|
(
|
)
|
(
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)
|
|||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2022 | $ |
$ | $ | $ |
( |
) | $ |
( |
) |
For The Year Ended
December 31, 2023
|
For The Year Ended
December 31, 2022
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net income
|
$ |
$
|
|
|||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Earnings on cash (investments) held in Trust Account
|
( |
) | ( |
) | ||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|||||||
Other assets
|
||||||||
Accounts payable
|
(
|
)
|
||||||
Accrued expenses
|
|
|||||||
Net cash used in operating activities
|
( |
) |
(
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Trust Account Withdrawal-redemption
|
|
|||||||
Net cash provided by investing activities
|
|
|||||||
Cash Flows from Financing Activities
|
||||||||
Redemption of Class A ordinary shares
|
( |
) | ||||||
Net cash used in financing activities
|
( |
) |
|
|||||
|
||||||||
Net change in cash
|
( |
) |
(
|
)
|
||||
Cash – beginning of period
|
|
|||||||
Cash – end of period
|
$ |
$
|
|
|||||
|
||||||||
Supplemental disclosure of noncash investing and financing
activities:
|
||||||||
Remeasurement of Class A shares to redemption value
|
$ | $ | ||||||
Capital contribution from Sponsor
|
$ |
$
|
|
|||||
Offering cost associated with non-redemption agreement
|
$ | ( |
) | $ |
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient
frequency and volume to provide pricing information on an ongoing basis.
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in
markets that are not active.
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Year Ended December 31, 2023 | ||||||||
Class A
subject to possible redemption
|
Class B |
|||||||
Allocation of net income
|
$ | |||||||
Basic and diluted weighted average shares outstanding
|
||||||||
Basic and diluted net income per share
|
$ |
Year Ended December 31, 2022 | ||||||||
Class A
subject to possible redemption
|
Class B |
|||||||
Allocation of net income
|
$ | |||||||
Basic and diluted weighted average shares outstanding
|
||||||||
Basic and diluted net income per share
|
$ |
Number of
Shares
|
Amount | |||||||
Gross proceeds
|
$
|
|
||||||
Less:
|
||||||||
Class A Ordinary Shares issuance costs
|
- | ( |
) | |||||
Fair value of Public Warrants at issuance
|
- | ( |
) | |||||
|
||||||||
Plus:
|
||||||||
Accretion of carrying value to redemption value
|
- |
|
||||||
Class A Ordinary Shares subject to possible redemption at December 31, 2021
|
|
|
||||||
Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption
|
- | |||||||
Class A Ordinary Shares subject to possible redemption at December 31, 2022
|
|
|||||||
Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption
|
- | |||||||
Redemption of Class A ordinary shares
|
( |
) | ( |
) | ||||
Class A Ordinary Shares subject to possible redemption at December 31, 2023
|
|
$
|
|
•
|
in whole and not in part;
|
|
•
|
at a price of $
|
|
•
|
upon a minimum of
|
|
•
|
if, and only if the last reported sale price of Class A Ordinary Shares for any
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Other Unobservable Inputs
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$
|
|
$
|
|
$
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
• |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
|
• |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors, and
|
• |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9C.
|
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Title
|
||
Scott Savitz
|
54
|
Chief Executive Officer and Chairman
|
||
Bruce Revzin
|
66
|
Chief Financial Officer
|
||
Lars Albright
|
48
|
Director
|
||
Diane Hessan
|
68
|
Director
|
||
Leonard Schlesinger
|
70
|
Director
|
• |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
• |
monitoring the independence of the independent registered public accounting firm;
|
• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
• |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
• |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
• |
appointing or replacing the independent registered public accounting firm;
|
• |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies;
|
• |
monitoring compliance on a quarterly basis with the terms of the Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or
otherwise causing compliance with the terms of the Public Offering; and
|
• |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be
reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of
such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
• |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
should have demonstrated notable or significant achievements in business, education or public service;
|
• |
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to
its deliberations; and
|
• |
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
directors should not improperly fetter the exercise of future discretion;
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
• |
duty to exercise independent judgment.
|
Name of Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
Scott Savitz
|
• Data Point Capital
|
• Venture Capital
|
• Managing Partner
|
|||
Bruce Revzin
|
• Data Point Capital
|
• Venture Capital
|
• Chief Financial Officer
|
|||
Lars Albright
|
• Unusual Ventures
|
• Venture Capital
|
• General Partner
|
|||
Diane Hessan
|
• Brightcove
|
• Technology
|
• Director
|
|||
• Eastern Bank
|
• Banking
|
• Director
|
||||
• Panera Bread
|
• Restaurant
|
• Director
|
||||
• Schlesinger Group
|
• Marketing Research
|
• Director
|
||||
Leonard Schlesinger
|
• RH
|
• Home Furnishing
|
• Director
|
|||
• Viewpost
|
• Technology
|
• Director
|
• |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged
in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
• |
Our Sponsor subscribed for Founder Shares prior to the Close Date and purchased Private Placement Warrants on the Close Date.
|
• |
Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and
Public Shares held by them in connection with (i) the completion of our Business Combination, and (ii) a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if
we do not complete our Business Combination by November 12, 2024 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights
to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our Business Combination within
the prescribed time frame, the Private Placement Warrants will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder
Shares until the earliest of (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our Business Combination, or
(y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other
property. Except as described herein, the Private Placement Warrants will not be transferable until 30 days following the completion of our Business Combination. Because each of our executive officers and director nominees will own
ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.
|
• |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included
by a target business as a condition to any agreement with respect to our Business Combination.
|
• |
Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including special purpose acquisition
companies they may become involved with, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands
law. In addition, our sponsor, officers and directors are not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business
combinations, prior to us completing our Business Combination. Therefore, our Sponsor, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. These companies may seek to complete a business combination in any location and may not focus on any particular industry for a business combination.
Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination with a potential acquisition target.
|
• |
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our Business
Combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our Business Combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business
combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a Business Combination.
|
•
|
Our Sponsor has loaned us $4,600,000 as of the Close Date at no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account and will be repaid
or converted into Private Placement Warrants, at the discretion of our Sponsor, at a conversion price of $1.50 per Private Placement Warrant upon the consummation of our Business Combination.
|
• |
Pursuant to the terms of the Third A&R M&A, on February 9, 2024, our Sponsor and its affiliates have elected to convert an aggregate of 5,749,997 Founder Shares on a one-for-one basis into
Class A ordinary shares.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
• |
each of our executive officers and directors that beneficially own ordinary shares; and
|
• |
all our executive officers and directors as a group.
|
Class A Ordinary Shares
|
Class B Ordinary Shares(2)
|
Approximate
Percentage of
Outstanding
Ordinary
Shares
|
||||||||||||||||||
Name and Address of Beneficial Owner (1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
||||||||||||||||
5% Holders of the Company
|
||||||||||||||||||||
DP Investment Management Sponsor I LLC (our Sponsor)(3)
|
2,874,999
|
39.66
|
%
|
1
|
(2)(3)
|
33.33
|
%
|
39.66
|
%
|
|||||||||||
Funds affiliated with Data Point Capital(4)
|
2,874,998
|
39.66
|
%
|
2
|
(2)
|
66.67
|
%
|
39.66
|
%
|
|||||||||||
Polar Asset Management Partners Inc.(5)
|
419,396
|
5.78
|
%
|
—
|
—
|
5.78
|
%
|
|||||||||||||
Hudson Bay Capital Management LP(6)
|
400,000
|
5.52
|
%
|
—
|
—
|
5.52
|
%
|
|||||||||||||
Radcliffe Capital Management L.P.(7)
|
400,000
|
5.52
|
%
|
—
|
—
|
5.52
|
%
|
|||||||||||||
Exos Asset Management LLC(8)
|
397,045
|
5.44
|
%
|
—
|
—
|
5.44
|
%
|
|||||||||||||
Fir Tree Capital Management LP(9)
|
367,588
|
5.07
|
%
|
—
|
—
|
5.07
|
%
|
|||||||||||||
Executive Officers and Directors
|
||||||||||||||||||||
Scott Savitz(3)(4)
|
2,874,998
|
39.66
|
%
|
2
|
66.67
|
%
|
39.66
|
%
|
||||||||||||
Bruce Revzin
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Lars Albright
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Diane Hessan
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Leonard Schlesinger
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
All directors and executive officers as a group (5 individuals)
|
2,874,998
|
39.66
|
%
|
2
|
66.67
|
%
|
39.66
|
%
|
* |
Less than one percent.
|
(1) |
Unless otherwise noted, the business address of each of our shareholders, directors and executives in this table is 341 Newbury St, 6th Floor, Boston, MA 02115.
|
(2) |
Interests shown consist solely of Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis,
subject to adjustment.
|
(3) |
The shares reported above are held in the name of our Sponsor. Our Sponsor is governed by three managing members: Scott Savitz, Mike Majors and Geoff Oblak. Each managing member has one vote, and the
approval of a majority of the managing members is required to approve any action of our Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more
individuals, and a voting or dispositive decision requires the approval of at least a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing
analysis, no managing member of our Sponsor exercises voting or dispositive control over any of the securities held by our Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed
to have or share beneficial ownership of such shares.
|
(4) |
Consists of 1,929,124 Class A Ordinary Shares and 1 Class B Ordinary Shares held by Data Point Capital III, LP and 945,874 Class A Ordinary Shares and 1 Class B Ordinary Shares
held by Data Point Capital III-Q, LP. The voting shares of each of Data Point Capital III, LP and Data Point Capital III-Q, LP (the “Data Point Capital Entities”) are held by Data Point Partners III, LLC, the general partner of the
Funds. Scott Savitz is a managing member of Data Point Partners III, LLC and holds 66.67% of the voting shares of such entity, which requires the affirmative vote of 66.67% of the voting shares to vote or dispose of the shares held
by the Funds. Therefore, Scott Savitz may be deemed to have beneficial ownership of the shares held by the Funds.
|
(5) |
Based solely on the Schedule 13G filed with the SEC on February 2, 2024 interests shown are held by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada and
the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company. The address of the principal business office of Polar Asset Management Partners Inc. is 16 York Street Suite 2900, Toronto, A6, M5J 0E6,
Canada.
|
(6) |
Based solely on the Schedule 13G filed with the SEC on February 2, 2024, interests shown are held by Hudson Bay Capital Management LP (“Hudson Bay”), a Delaware limited partnership. Hudson Bay serves
as the investment manager to HB Strategies LLC, in whose name the Class A Ordinary Shares are held. The business address of Hudson Bay is 28 Havemeyer Place 2nd Floor, Greenwich, CT 06830.
|
(7) |
Based solely on the Schedule 13G filed with the SEC on May 16, 2023, interests shown are held by Radcliffe Capital Management, L.P., a Delaware limited partnership. Radcliffe
Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. The business address of Radcliffe Capital Management, L.P. is 50
Monument Road, Suite 300, Bala Cynwyd, PA 19004.
|
(8) |
Based solely on the Schedule 13G filed with the SEC on May 23, 2023, interests shown are held by Exos Asset Management LLC, a Delaware limited company (“Exos”) and Morgan Creek –
Exos SPAC+ Fund, LP, a Delaware limited partnership (“SPAC+ Fund”). Exos is the investment manager to the SPAC+ Fund. The business address of Exos and SPAC+ Fund is 1370 Broadway, Suite 1450, New York, NY 10018.
|
(9) |
Based solely on the Schedule 13G filed with the SEC on February 14, 2024, interests shown are held by Fir Tree Capital Management LP. The business address of Fir Tree Capital
Management LP is 500 Fifth Avenue, 9th Floor, New York, NY 10110.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Year Ended
December 31, 2023
|
Year Ended
December 31, 2022
|
|||||||
Audit Fees(1)
|
$
|
120,510
|
$
|
134,822
|
||||
Audit-Related Fees
|
—
|
—
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
|
—
|
—
|
||||||
Total
|
$
|
120,510
|
$
|
134,822
|
(1) |
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audits of our year-end financial statements, reviews of our unaudited quarterly financial statements and
services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
|
Item 15.
|
Exhibit and Financial Statement Schedules.
|
(a) |
The following documents are filed as part of this Annual Report on Form 10-K:
|
(b) |
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
Exhibit
Number
|
|
Description
|
|
Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed by the Company on
February 12, 2024 (File No. 001-41041)).
|
|
|
Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October
29, 2021 (File No. 333-260456)).
|
|
|
Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated herein by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed
by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Description of Registrant’s Securities (incorporated herein by reference to Exhibit 4.5 filed with the Company’s Form 10-K filed by the Company on March 29, 2024 (File No.
001-41041)).
|
|
|
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K
filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Company (incorporated herein by reference to Exhibit 10.2 filed with
the Company’s Form 8-K filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Registration Rights Agreement among the Company, the Sponsor and the other holders party thereto (incorporated herein by reference to Exhibit 10.3 filed with the Company’s Form
8-K filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed by
the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Promissory Note, dated October 20, 2021, issued to DP Investment Management Sponsor I LLC (incorporated herein by reference to Exhibit 10.6 filed with the Company’s Amendment
No. 1 to Form S-1 filed by the Company on October 29, 2021 (File No. 333-260456)).
|
|
|
Promissory Note between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed by the Company on November 16, 2021
(File No. 001-41041)).
|
|
Amendment No. 1 to Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Company, dated November 7, 2023 (incorporated herein by
reference to Exhibit 10.8 filed with the Company’s Form 10-K filed by the Company on March 29, 2024 (File No. 001-41041)).
|
||
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
DP Cap Acquisition Corp I Policy for Recovery of Erroneously Awarded Compensation (incorporated herein by reference to Exhibit 97.1 filed with the Company’s Form 10-K filed by
the Company on March 29, 2024 (File No. 001-41041)).
|
||
101.INS*
|
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
Item 16.
|
Form 10-K Summary
|
Date: April 10, 2024
|
DP CAP ACQUISITION CORP I
|
|
By:
|
/s/ Scott Savitz
|
|
Name:
|
Scott Savitz
|
|
Title:
|
Chief Executive Officer and Chairman
|
Name
|
Title
|
Date
|
||
/s/ Scott Savitz
|
Chief Executive Officer and Chairman
|
April 10, 2024
|
||
Scott Savitz
|
(Principal Executive Officer)
|
|||
/s/ Bruce Revzin
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
April 10, 2024
|
||
Bruce Revzin
|
||||
* |
Director
|
April 10, 2024
|
||
Lars Albright
|
||||
*
|
Director
|
April 10, 2024
|
||
Diane Hessan
|
||||
*
|
Director
|
April 10, 2024
|
||
Leonard Schlesinger
|
||||
* By /s/ Scott Savitz |
||||
Scott Savitz Attorney-in-Fact |
Date: April 10, 2024
|
By:
|
/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: April 10, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: April 10, 2024
|
By:
|
/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: April 10, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2023 |
Mar. 25, 2024 |
Jun. 30, 2023 |
|
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | DP Cap Acquisition Corp I (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024, solely to amend the Report of Independent Registered Public Accounting Firm included in Item 8. The city and state in the signature block on the Report of Independent Registered Public Accounting Firm should be East Hanover, NJ. Except as described above, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendment discussed above. | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-41041 | ||
Entity Registrant Name | DP CAP ACQUISITION CORP I | ||
Entity Central Index Key | 0001857803 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 341 Newbury St, | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02115 | ||
City Area Code | 617 | ||
Local Phone Number | 874-5152 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 42,826,691 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | East Hanover, NJ | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | DPCSU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary share, $0.0001 par value | ||
Trading Symbol | DPCS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 7,249,997 | ||
Redeemable Public Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | DPCSW | ||
Security Exchange Name | NASDAQ | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
General and administrative expenses | $ 1,512,474 | $ 948,157 |
Loss from operations | (1,512,474) | (948,157) |
Earnings on cash (investments) held in Trust Account | 5,299,109 | 3,382,862 |
Net income | $ 3,786,635 | $ 2,434,705 |
Class A Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 10,753,476 | 23,000,000 |
Weighted-average outstanding of shares, diluted (in shares) | 10,753,476 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Class B Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted-average outstanding of shares, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
Diluted net income per share (in dollars per share) | $ 0.23 | $ 0.08 |
ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS |
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and General
DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 2021. The Company was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of December 31, 2023, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through December 31, 2023
relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for the Company’s Business Combination. The Company will not generate any operating revenues until
after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings on cash (investments) held in Trust Account relating to the proceeds derived from the Public Offering on
November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.
On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A
Ordinary Shares”), and
of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder
thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00
per Unit, generating gross proceeds of $230.0 million, which is described in Note 3.Simultaneously with the closing of the Public Offering, the Company completed the private sale of 4,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50
per Private Placement Warrant (the “Private Placement”), to DP Investment Management Sponsor I LLC (the “Sponsor”), generating gross proceeds to the Company of $7,100,000, which is described in Note 4. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share.
Simultaneously with the closing of the IPO, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned $4,600,000 to the Company (the “Sponsor Loan”) at no
interest. The proceeds of the Sponsor Note were deposited into the Trust Account (described below) and will be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s discretion and at any time until the consummation of the Company’s Business Combination. The Sponsor Loan Warrants are
identical to the Private Placement Warrants.
Transaction costs amounted to $13,148,152,
including $8,050,000 in deferred underwriting fees, $4,600,000 in paid underwriting fees and $498,152 in other offering costs.
Upon completion of the Public Offering, cash of $2,030,974 was held outside of the Trust Account (as defined below) for the payment
of offering costs and for working capital purposes. Offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private warrants using the relative fair value method.
A total of $234,600,000 ($10.20 per unit), which consisted of $225,400,000
of the net proceeds from the IPO, $4,600,000 of the proceeds of the sale of the Private Placement Warrants and $4,600,000 of the proceeds from a loan by the Sponsor under the Sponsor Loan, was placed in a U.S.-based Trust Account maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the Trust Account (the “Trust Account”) that may be released to the Company to pay its taxes and winding up and dissolution
expenses, the funds held in the Trust Account will not be released from the Trust Account until (i) the completion of the Company’s Business Combination, or (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to
amend the Company’s third amended and restated memorandum and articles of association (the “Third A&R M&A”) to (A) modify the substance or timing of its obligation to provide holders of its Class A Ordinary Shares the right to have
their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete its Business Combination by November 12, 2024 (the “Extended Combination
Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its Business Combination within the
Extended Combination Period, subject to applicable law. See discussion below regarding the extensions of the combination period.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of 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 one or more Business Combinations having an aggregate fair market value of at least 80% of
the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business
Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50%
or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940,
as amended (the “Investment Company Act”). Upon the closing of the Public Offering, management agreed that an amount equal to at least $10.20
per Unit sold in the Public Offering, will be held in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States ‘‘government securities’’ within the
meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the distribution of the Trust Account as described below. On November 7, 2023, in order to mitigate the potential risks of being
deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company entered into an amendment to the investment management trust agreement by and between the Company and Continental
Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On
the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit
account until the earlier of: (i) the completion of a Business Combination, or (ii) the distribution of the Trust Account as described below.
The Company is required to provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the Public Offering (the “Public Shares”) 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 shareholders 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 held in the Trust
Account (initially $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6, Commitments and Contingencies). These Public Shares were recorded at a redemption value and
classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company
does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Third A&R M&A, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for
business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect
to redeem its Public Shares irrespective of whether such Public Shareholder votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder
Shares (as defined below in Note 5) (“the initial shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of a Business Combination. In addition, the initial
shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Third A&R M&A provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed not to propose an amendment to the Third
A&R M&A (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Extended Combination Period or (B) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination by November 12, 2024 (refer to “Non-Redemption Agreements,
Extension Deposits and Extraordinary General Meetings” below for additional information), and the Company's shareholders have not amended the Third A&R M&A to extend such 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 business days
thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if
any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company
fails to complete a Business Combination within the Extended Combination Period. However, if the initial shareholders acquire Public Shares after the Public Offering (other than by converting Founder Shares into Public Shares), they will be
entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Extended Combination Period. The underwriters have agreed to waive their rights
to the deferred underwriting commission (see Note 6, Commitments and Contingencies) held in the Trust Account in the event the Company does not complete a Business Combination within the Extended
Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the
per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for
services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the
value of the trust assets, in each case net of interest which may be withdrawn to pay taxes. Such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust
Account. Such liability will also not apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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.
Non-Redemption Agreements, Extension Deposits and Extraordinary General Meetings
On May 5, 2023, certain of the Company’s
unaffiliated investors (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the Sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously-held Class A Ordinary Shares (the “Investor Shares”) in connection with the First Extension (as defined below) and
(ii) vote the Investor Shares in favor of the First Extension. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors, in each case on or promptly after the consummation of the
Business Combination: (i) an aggregate of up to 1,000,000 Class B ordinary shares in connection with an extension until
November 12, 2023 (the “Original Extension”) and (ii) to the extent our board of directors agrees to further extend the date up to three times by an additional month each time until February 12, 2024 to consummate its Business
Combination, an aggregate of up to 1,500,000 Class B ordinary shares (each an “Optional Extension”), which includes the
Class B ordinary shares referred to in clause (i). As of December 31, 2023, in connection with the Original Extension and the first and second Optional Extensions, the Sponsor agreed to transfer to the Investors an aggregate of 1,333,324 Class B ordinary shares promptly after the consummation of the Business Combination. The 1,333,324 Class B ordinary shares were recognized by the Company as a capital contribution by the Sponsor to induce the Investors not to
redeem their Class A Ordinary Shares, under the guidance in Staff Accounting Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. As of
December 31, 2023, the Company estimated the aggregate fair value of the 1,333,324 Class B ordinary shares attributable to
the Investors to be $2,791,710, or a weighted average of $2.09 per share. The excess of the fair value of the Class B ordinary shares was determined to be an offering cost in accordance with Staff Accounting Bulletin
Topic 5A. Subsequently, in connection with the third Optional Extension which was approved by the Company’s board of directors on January 8, 2024 (as discussed below), the Sponsor agreed to transfer additional 166,662 Class B ordinary shares to the Investors, amounting to an aggregate of 1,500,000 Class B ordinary shares to be transferred to the Investors by the Sponsor on or promptly after the consummation of the Business Combination pursuant to
the Non-Redemption Agreements.
On May 10, 2023, the Company held an extraordinary
general meeting of shareholders (the “First Extraordinary General Meeting”) at which the Company’s shareholders voted to approve, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum
and articles of association (the “Second A&R M&A”), to extend the date (the “Extension Date”) by which the Company must (1) consummate the Business Combination, (2) cease its operations except for the purpose of winding up if
it fails to complete such Business Combination, and (3) redeem all of the Class A Ordinary Shares included as part of the Units sold in the Company’s IPO, from May 12, 2023 to November 12, 2023, with optional additional extensions of
up to three times by an additional month each time, at the option of the Company’s board of directors, until February 12, 2024 (the “First Extension”). In connection with the First
Extension, shareholders holding 18,940,598 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.51. As a result, approximately $199.0 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions, the Company has 4,059,402 Class A Ordinary Shares with redemption rights outstanding.
On November 8, 2023, the Company’s board of directors approved the extension of the date by which the Company is
required to complete the Business Combination until December 12, 2023. On December 8, 2023, the Company’s board of directors approved the extension of the date by which the
Company is required to complete the Business Combination from December 12, 2023 until January 12, 2024. On January 8, 2024, the Company’s board of directors approved the extension of the date by which the Company is required to
complete an initial business combination from January 12, 2024 until February 12, 2024.
On February 8, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”) at which the Company’s shareholders
approved, by special resolution, a proposal to amend and restate the Company’s Second A&R M&A to extend the Extension Date from February 12, 2024 to November 12, 2024 (the “Second Extension”). In connection with the Second
Extraordinary General Meeting, holders of additional 2,559,402 Class A Ordinary Shares properly exercised their right to
redeem their Class A Ordinary Shares for cash at a redemption price of approximately $10.96 per share. As a result, on
February 13, 2024, an aggregate of approximately $28 million was removed from the Company’s Trust Account to pay such
holders. Following this redemption, the Company has 1,500,000 Class A Ordinary Shares with redemption rights outstanding, and approximately $16.4 million remained in the
Trust Account.
In connection with the approval of the Second Extension, the Sponsor has agreed to deposit on a monthly basis, or pro rata portion thereof if less than a
month, $49,500 into the Company’s Trust Account for the benefit of the public shareholders (the “Extension Deposit”), until
the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve a Business Combination and (ii) November 12, 2024 (or any earlier date of termination, dissolution or winding up of
the Company as determined in the sole discretion of the Company’s board of directors). The Sponsor made the first and second Extension Deposits on February 12, 2024 and March 12, 2024, respectively.
Share Conversion
Pursuant
to the terms of the Third A&R M&A, on February 9, 2024, the Initial Shareholders elected to convert an aggregate of 5,749,997
Class B ordinary shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The
initial shareholders will not have any redemption rights or be entitled to liquidating distributions from the Trust Account in connection with the Converted Shares if the Company fails to consummate a Business Combination, and the
Converted Shares will be subject to the restrictions on transfer pursuant to the letter agreement entered into by and between the initial shareholders and the Company in connection with the IPO. Following such conversion, an aggregate
of 7,249,997 Class A Ordinary Shares are issued and outstanding, of which 1,500,000 Class A Ordinary Shares issued and outstanding are with redemption rights, and three Class B ordinary shares are issued and outstanding.
Nasdaq Compliance
On August
21, 2023, the Company received a letter from the Listing Qualifications staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Nasdaq Listing Rule
5450(b)(2)(A), which requires that the Company’s listed securities maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million (the “MVLS Rule”). Subsequently on March 11, 2024, the Nasdaq Staff notified the Company
that the Company has regained compliance with the MVLS Rule. On October 12, 2023, the Company received a second letter from the Nasdaq Staff notifying the Company that the Company is not in compliance with Nasdaq Listing Rule
5450(a)(2), which requires that the Company maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). To resolve the deficiencies and regain compliance with the
Nasdaq continued listing requirements, the Company submitted an application to Nasdaq for a transfer from The Nasdaq Global Market to The Nasdaq Capital Market on January 24, 2024. On March 26, 2024 (the “Transfer Application”), the
Nasdaq Staff notified the Company that the Transfer Application has been approved, and that the Units, Class A Ordinary Shares and Public Warrants will be transferred from The Nasdaq Global Market to The Nasdaq Capital Market at the
opening of business on April 4, 2024.
As of the
date of this Annual Report on Form 10-K, the Company has not entered into any non-binding or definitive agreements with a potential Business Combination target.
Liquidity and Going Concern
In connection with the assessment of going concern considerations in accordance with the FASB ASC Subtopic 205-40, “Presentation of Financial Statements- Going Concern,” as a result of the Second Extension, the Company has until
November 12, 2024 to consummate a Business Combination. It is currently uncertain that the Company will be able to consummate a Business Combination by this time. If its Business Combination cannot be completed prior to November 12,
2024, the Company will cease operations except for the purpose of winding-up, redeem the Company’s then outstanding public shares, and liquidate and dissolve unless, prior to such date, the Company receives an extension approval
from its shareholders and elects to extend the date on which a Business Combination must be consummated.
As of
December 31, 2023, the working capital deficit is $692,819. The current cash position from the net proceeds of the Public
Offering, the sale of the Private Placement Warrants and the Sponsor Loan not being held in the Trust Account are insufficient to allow us to operate until November 12, 2024, and, as such, the Company will likely depend on loans from
our Sponsor, its affiliates or members of the Company’s management team to fund our search and to complete a Business Combination. The Sponsor, its affiliates, or members of the Company’s management team are not under any obligation to
advance additional funds to, or to invest in, the Company. Also, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so,
the Company may need to obtain funding sooner. As such, there is substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements.
The Company
plans to continue its search for a target and continue to pursue all options to complete a Business Combination by November 12, 2024. The Company is considering obtaining loans from the Sponsor, its affiliates, or members of the
management team to fund the search and to make a business combination. The Sponsor is not under any obligation to advance additional funds to, or to invest in, the Company, and the Company cannot provide any assurance that new financing
will be available to it on commercially acceptable terms, if at all. If the Company is unable to raise additional funds it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be
limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses, all of which would have a material adverse effect on the Company and its financial statements.
These
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement
declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt
out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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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 U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Risks and Uncertainties
Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and
potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global
health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business
Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls,
tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.
Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of
risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of issuance of these financial statements.
These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management
has broad discretion with respect to the specific application of the net proceeds of the 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. See Note 1 (Liquidity and Going Concern).
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.
Making estimates requires management to exercise significant judgement. 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 estimates, could change in the near term. Accordingly, the actual results could differ significantly from
those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash
equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2023
and 2022.
Cash (Investments) Held in Trust Account
The Company’s investments have consisted of a portfolio of U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, each 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 and are recognized at fair value. When the Company’s investments
held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on (cash) investments held in
the Trust Account in the statements of operations. On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the
Company entered into an amendment to the investment management trust agreement by and between the Company and Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for
Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money
market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation.
As of December 31, 2023, all the Company’s investments in the Trust Account were cash held in an
interest-bearing demand deposit account.
As of December 31, 2022, the majority of the Company’s investments were investments in money market funds
that invest in U.S. government securities, cash, or a combination thereof.
Fair Value of Financial Instruments
The Company follows the guidance in ASC 820, “Fair Value Measurement” for its financial assets and liabilities that
are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection
with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities,
the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
In some
circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based
on the lowest level input that is significant to the fair value measurement.
Net Income Per Ordinary Share
The Company
follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of Class A Ordinary Shares or Class B Ordinary Shares
outstanding during the period. The Company has not considered the effect of the warrants sold as part of the Units in the Public Offering or the private placement to purchase an aggregate of 16,233,333 Class A Ordinary Shares in the calculation of diluted loss per share, since the inclusion of such warrants are contingent upon the occurrence of future event.
The Sponsor Loan Warrants to purchase a total of up to 3,066,067 Class A Ordinary Shares to be granted upon conversion of the
Sponsor Loan, if any, would also be contingent upon the occurrence of future event and would therefore also be excluded from the calculation.
The Company’s statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the
two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average
number of ordinary shares subject to possible redemption outstanding over the period. Net income is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period.
Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value.
A reconciliation of net income per ordinary share is as follows:
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of December 31, 2023.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company is
considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by
maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. As such, the Company’s tax provision was zero for the periods presented.
Warrants
The Company accounts for the 16,233,333 warrants
issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC 815-40”) and ASC 480, “Distinguishing Liabilities from Equity.”
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which
requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding.
Such guidance provides that because the warrants meet the criteria thereunder for equity classification, each warrant is recorded within
Shareholders’ equity (deficit). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.
Non-Redemption Agreements
As of December 31, 2023, in connection with the 1,333,324 Class B ordinary shares the Sponsor agreed to transfer to the Investors on or promptly after the consummation of the Business Combination pursuant to the Non-Redemption
Agreements, the Company estimated the aggregate fair value of the 1,333,324 Class B Ordinary Shares attributable to the Investors
to be $2,791,710 or a weighted average of $2.09 per share, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of
carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff
Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting Bulletin
Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.
Sponsor Loan
When the Company issues convertible debt it first evaluates the balance sheet classification
of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A
conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone
instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as
defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host
instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows
for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated.
Recent Accounting Standards
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This update requires companies to disclose
specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with
early adoption permitted. The Company will adopt the standards required under ASU 2023-09 as of January 1, 2025. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements.
The Company's management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the accompanying financial statements.
|
PUBLIC OFFERING |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING |
NOTE 3 - PUBLIC OFFERING
Pursuant to the Public Offering, the Company offered 23,000,000
Units at a price of $10.00 per Unit, which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consisted of one Class A Ordinary Share and Warrants). The proceeds from the Public Offering and
the related offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private Placement Warrants using the relative fair value method. Costs associated with Class A Ordinary Shares were classified as a reduction
of temporary equity, and costs allocated to the warrants were classified as a reduction of permanent equity.
of one Public
Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 9, |
PRIVATE PLACEMENT |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
NOTE 4 - PRIVATE PLACEMENT
The Sponsor purchased an aggregate of 4,733,333
Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or approximately $7,100,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Placement
Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share. $4,600,000 of the proceeds from the sale of the Private
Placement Warrants to the Sponsor were added to the proceeds from the Public Offering to be held in the Trust Account. The remaining cash was deposited into the Company’s operating account for future working capital purposes. If the Company
does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Sponsor, as purchaser of the Private Placement Warrants, agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement
Warrants (except to permitted transferees) until 30 days after the completion of the initial business combination.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay any outstanding Working Capital
Loans out of the proceeds of the Trust Account released to the Company. Otherwise, any outstanding Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not
close, the Company may use a portion of funds held outside the Trust Account to repay any outstanding Working Capital Loans but no funds held in the Trust Account would be used to repay any outstanding Working Capital Loans. Any outstanding
Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000
of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per
warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working
Capital Loans. As of December 31, 2023 and 2022, and as of the date of the issuance of these financial statements, there were no
Working Capital Loans outstanding.
|
RELATED PARTY TRANSACTIONS |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 5 - RELATED PARTY TRANSACTIONS
Founder Shares
On May 13, 2021, the Sponsor, along with certain funds controlled by Data Point Capital, acquired 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Prior to the initial investment in the Company of $25,000 by our
Sponsor along with certain funds controlled by Data Point Capital, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company
by the aggregate number of Founder Shares issued.
The
Founder Shares will automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to
time at the option of the holders thereof and (b) automatically on the day of the closing of the Business Combination. Notwithstanding the foregoing, in the case that additional Class A Ordinary Shares or any other equity-linked securities
(as defined in the Third A&R M&A), are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Founder Shares in issue shall automatically
convert into Class A Ordinary Shares at the time of the closing of the Business Combination, 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 basis, 20% of the sum of (i) the total number of all Class A Ordinary Shares and Founder Shares issued and
outstanding, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined in the Third A&R M&A) or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of the Business Combination, excluding (x) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued,
deemed issued, or to be issued, to any seller in the Business Combination, and (y) the Private Placement Warrants issued to the Sponsor, any Sponsor Loan
Warrants which may be issued to the Sponsor, and any private placement warrants issued to our Sponsor, its
affiliates or any member of our management team upon conversion of Working Capital Loans (as defined in Note 4). In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. The holders of a majority of the Founder Shares in issue may agree to waive such anti-dilution adjustment with respect to any such
issuance or deemed issuance. Prior to our Business Combination, only holders of the Founder Shares will be entitled to vote on the appointment of directors. Pursuant to the terms of the Third A&R M&A, on February 9, 2024, the
Initial Shareholders elected to convert an aggregate of 5,749,997 Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”) (See Note 11, Subsequent
Events).
Sponsor Loan
The Sponsor loaned the Company $4,600,000
as of the closing date of the Public Offering. The Sponsor Loan bears no interest. The proceeds of the Sponsor Note were deposited into the Trust Account and can be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law). The Sponsor Loan shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.50 per
Sponsor Loan Warrant, at the discretion of the Sponsor, upon the consummation of a Business Combination. The Sponsor Loan was extended in order to ensure that the amount in the Trust Account is $10.20 per public share. If the Company does not consummate a Business Combination and the Sponsor Loan has not been converted into Sponsor Loan Warrants by such time, the
Company will not repay the Sponsor Loan and its proceeds will be distributed to the Public Shareholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. As of December 31, 2023 and 2022, and as
of the date of issuance of these financial statements, there was $4,600,000 outstanding under the Sponsor Loan.
|
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights
The holders of Founder Shares, Private Placement Warrants and warrants 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 and warrants issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any), are entitled to registration rights pursuant to the registration
rights agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and the undersigned parties listed under holders thereto. These holders are entitled to certain demand and “piggyback” registration rights. However, the
registration rights agreement provides that the Company will not be 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 underwriter was entitled to an underwriting discount of $0.20
per Unit, or $4,600,000 in the aggregate paid at the closing of the Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the
aggregate will be payable to the underwriters for deferred underwriting commissions, which is included in the accompanying balance sheet. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Non-Redemption Agreements
On May 5,
2023, the Company entered into Non-Redemption Agreements with certain unaffiliated investors that were eligible to redeem the Company’s Class A ordinary shares held by them at the Company’s extraordinary general meeting held on May 10,
2023. Pursuant to the Non-Redemption Agreements, the Investors agreed to (i) not redeem an aggregate of up to 4,000,000
previously held Class A ordinary shares (the “Investor Shares”) in connection with the First Extension (as defined below) and (ii) vote the Investor Shares in favor of the First Extension. In exchange for these commitments from the
Investors, the Sponsor has agreed to transfer to the Investors (i) an aggregate of up to 1,000,000 Class B ordinary shares in
connection with an extension until November 12, 2023 and (ii) to the extent our board of directors agrees to further extend the date up to three
times by an additional month each time until February 12, 2024 to consummate its Business Combination, an aggregate of up to 1,500,000
Class B ordinary shares, which includes the Class B ordinary shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination.
As of December 31, 2023, in connection with the First Extension and pursuant to the Non-Redemption
Agreements, the Sponsor agreed to transfer 1,333,324 Class B ordinary shares to the Investors on or promptly after the
consummation of the Business Combination. The Company evaluated the transfer of Class B ordinary shares in connection with the Non-Redemption Agreements pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) and
concluded that, the transfer of Class B ordinary shares in connection with the Non-Redemption Agreements should be classified as an equity instrument. The classification of whether such instruments should be recorded as liabilities or as
equity is reassessed at the end of each reporting period. The Company recorded the transfer of Class B ordinary shares in the amount of the fair value of the 1,333,324 Class B ordinary shares, approximately $2.8 million, to be
issued to the Investors. The fair value of these Class B ordinary shares was based on the publicly traded prices of the Company’s Class A ordinary shares on respective extension approval dates, management’s estimate of concessions and
management’s estimate of the probability of completing a Business Combination.
|
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
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CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
NOTE 7 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480,
“Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A
Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At
all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the
occurrence of uncertain future events. Accordingly, such shares of the Company are classified as temporary equity.
At December 31, 2023 and 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled as follows:
|
SHAREHOLDERS' DEFICIT |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT |
NOTE 8 - SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue 1,000,000
preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may
be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no
preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par
value of $0.0001 per share. As of December 31, 2023 and 2022, there were no Class A Ordinary Shares issued and outstanding, excluding 4,059,402 and 23,000,000 shares subject to possible redemption, respectively. Please refer to
Note 11, Subsequent Events for additional redemptions following the Second Extension.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2023 and 2022, 5,750,000 Class B Ordinary Shares were issued and outstanding. Up to 750,000 of Founder
Shares were subject to forfeiture in the event that the underwriter did not purchase additional Units to cover over-allotments. The underwriters’ over-allotment option was exercised in full on November 12, 2021 and forfeiture restrictions
lapsed. Prior to the initial investment in the Company of $25,000 by the Sponsor along with certain funds controlled by Data
Point Capital, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued.
Holders of the Class A Ordinary Shares and holders of the 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 or stock exchange rule;
provided that only holders of the Class B Ordinary Shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination. As of December 31, 2023, in connection with the First Extension and
Non-Redemption Agreements, the Sponsor agreed to transfer 1,333,324 Class B ordinary shares to the Investors on or promptly
after the consummation of the Business Combination. The estimated aggregated fair value is $2,791,710, or a weighted average of $2.09 per share. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff
Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting
Bulletin Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. Please refer to Note 11, Subsequent Events for
the agreement to transfer additional Class B Ordinary Shares under the Non-Redemption Agreements, as well as the conversion of Class B Ordinary Shares into Class A Ordinary Shares subsequent to December 31, 2023.
|
WARRANTS |
12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||
WARRANTS [Abstract] | |||||||||||||
WARRANTS |
NOTE 9 - WARRANTS
Public Warrants may only be exercised for a whole number of Class A Ordinary Shares. No fractional Public Warrants were or will be issued upon separation of the
Units and only whole Public Warrants trade. The Public Warrants will become exercisable on the later of (a) 30 days after the
completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the
Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants and a current prospectus relating to the Public Warrants is available and such Class A
Ordinary Shares issuable upon exercise of the Public Warrants are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their
Public Warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective
registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Public
Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise
their Public Warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Ordinary Shares to holders seeking to exercise their Public
Warrants, unless the issuance of the Class A Ordinary 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 Public Warrants have an exercise price of $11.50
per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon
redemption or liquidation of the Company. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an
issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective
issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%
of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of
Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the Public Warrant Agreement, dated November 8, 2021 by and between the Company and
Continental Stock Transfer & Trust Company, under “Redemption of warrants for Class A Ordinary Shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be
redeemable by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, and (iii) are subject to registration rights.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding
warrants (except as described herein with respect to the Private Placement Warrants):
The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A
Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant
being exercised.
In no event will the Company be required to net cash settle any Public Warrant. If the Company is unable to complete a Business Combination by November 12, 2024
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 the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. Private Placement Warrants have the same terms as the Public Warrants.
|
FAIR VALUE MEASUREMENTS |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS |
NOTE 10 — 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, 2022 by
level within the fair value hierarchy:
As of December 31, 2022
On November 8, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the
Investment Company Act, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust
Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation. As such, the amount held in the Trust Account
as of December 31, 2023 is not subject to fair value measurement.
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2023 and 2022.
|
SUBSEQUENT EVENTS |
12 Months Ended |
---|---|
Dec. 31, 2023 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 11 - SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued.
Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below.
On January 8, 2024, in accordance with the Company’s Second A&R M&A, the Board approved a third extension of the date by which the Company is required
to complete an initial business combination from January 12, 2024 until February 12, 2024. As a result, pursuant to the Non-Redemption Agreements, the Sponsor agreed to transfer an additional 166,662 Class B ordinary shares to the Investors on or promptly after the consummation of the Business Combination.
On February 8, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”) at which the Company’s
shareholders approved, by special resolution, a proposal to amend and restate the Company’s Second A&R M&A to extend the Extension Date from February 12, 2024 to November 12, 2024 (the “Second Extension”). In connection with the
Second Extension, holders of an additional 2,559,402 Class A Ordinary Shares exercised their right to redeem such shares at a per
share redemption price of approximately $10.96. As a result, approximately $28 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions, the Company has 1,500,000 Class A Ordinary Shares with redemption rights outstanding. As of March 19, 2024, approximately $16.6 million remained in the Trust Account.
In connection with the approval of the Second Extension, the Sponsor has agreed to deposit on a monthly basis, or pro rata portion thereof if less than a month,
$49,500 into the Company’s Trust Account for the benefit of the public shareholders (the “Extension Deposit”), until the earlier of
(i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve a Business Combination and (ii) November 12, 2024 (or any earlier date of termination, dissolution or winding up of the Company as
determined in the sole discretion of the Company’s board of directors). The Sponsor made the first Extension Deposit on February 12, 2024 and the second Extension Deposit on March 12, 2024.
Pursuant to the terms of the Third A&R M&A, on February 9, 2024, the Initial Shareholders elected to convert an aggregate of 5,749,997 Class B Ordinary Shares on a one-for-one
basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The initial shareholders will not have any redemption rights or be entitled to liquidating distributions from the Trust Account in connection with the Converted Shares
if the Company fail to consummate a Business Combination, and the Converted Shares will be subject to the restrictions on transfer pursuant to the letter agreement entered into by and between the initial shareholders and the Company in
connection with the IPO. Following such conversion, an aggregate of 7,249,997 Class A Ordinary Shares are issued and
outstanding, of which 1,500,000 Class A ordinary shares issued and outstanding are with redemption rights, and three Class B Ordinary Shares are issued and outstanding.
On August 21, 2023, the Company received a letter from the Listing Qualifications staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires that the Company’s listed securities maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million (the “MVLS Rule”).
Subsequently on March 11, 2024, the Nasdaq Staff notified the Company that the Company has regained compliance with the MVLS Rule. On October 12, 2023, the Company received a second letter from the Nasdaq Staff notifying the Company that the
Company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires that the Company maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). To resolve the
deficiencies and regain compliance with the MVLS continued listing requirements, the Company submitted an application to Nasdaq for a transfer of the listing of our Units, Class A ordinary shares and Public Warrants from The Nasdaq Global
Market to The Nasdaq Capital Market on January 24, 2024 (the “Transfer Application”). On March 26, 2024, the Nasdaq Staff notified us that our Transfer Application has been approved, and that our Units, Class A ordinary shares and Public
Warrants will be transferred from The Nasdaq Global Market to The Nasdaq Capital Market at the opening of business on April 4, 2024.
|
Insider Trading Arrangements |
3 Months Ended |
---|---|
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
|
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Risks and Uncertainties |
Risks and Uncertainties
Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and
potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global
health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business
Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls,
tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.
Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of
risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of issuance of these financial statements.
These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management
has broad discretion with respect to the specific application of the net proceeds of the 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. See Note 1 (Liquidity and Going Concern).
|
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Use of Estimates |
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.
Making estimates requires management to exercise significant judgement. 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 estimates, could change in the near term. Accordingly, the actual results could differ significantly from
those estimates.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash
equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2023
and 2022.
|
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Cash (Investments) Held in Trust Account |
Cash (Investments) Held in Trust Account
The Company’s investments have consisted of a portfolio of U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, each 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 and are recognized at fair value. When the Company’s investments
held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on (cash) investments held in
the Trust Account in the statements of operations. On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the
Company entered into an amendment to the investment management trust agreement by and between the Company and Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account (“Continental”), to allow for
Continental to hold all funds in the Trust Account uninvested or in cash in an interest-bearing bank demand deposit account. On the same day, the Company instructed Continental to liquidate the U.S. government treasury obligations and money
market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of the Company’s Business Combination or liquidation.
As of December 31, 2023, all the Company’s investments in the Trust Account were cash held in an
interest-bearing demand deposit account.
As of December 31, 2022, the majority of the Company’s investments were investments in money market funds
that invest in U.S. government securities, cash, or a combination thereof.
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The Company follows the guidance in ASC 820, “Fair Value Measurement” for its financial assets and liabilities that
are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection
with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities,
the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
In some
circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based
on the lowest level input that is significant to the fair value measurement.
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Net Income Per Ordinary Share |
Net Income Per Ordinary Share
The Company
follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of Class A Ordinary Shares or Class B Ordinary Shares
outstanding during the period. The Company has not considered the effect of the warrants sold as part of the Units in the Public Offering or the private placement to purchase an aggregate of 16,233,333 Class A Ordinary Shares in the calculation of diluted loss per share, since the inclusion of such warrants are contingent upon the occurrence of future event.
The Sponsor Loan Warrants to purchase a total of up to 3,066,067 Class A Ordinary Shares to be granted upon conversion of the
Sponsor Loan, if any, would also be contingent upon the occurrence of future event and would therefore also be excluded from the calculation.
The Company’s statements of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the
two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average
number of ordinary shares subject to possible redemption outstanding over the period. Net income is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period.
Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value.
A reconciliation of net income per ordinary share is as follows:
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Income Taxes |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of December 31, 2023.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company is
considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by
maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. As such, the Company’s tax provision was zero for the periods presented.
|
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Warrants |
Warrants
The Company accounts for the 16,233,333 warrants
issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC 815-40”) and ASC 480, “Distinguishing Liabilities from Equity.”
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which
requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding.
Such guidance provides that because the warrants meet the criteria thereunder for equity classification, each warrant is recorded within
Shareholders’ equity (deficit). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.
|
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Non-Redemption Agreements |
Non-Redemption Agreements
As of December 31, 2023, in connection with the 1,333,324 Class B ordinary shares the Sponsor agreed to transfer to the Investors on or promptly after the consummation of the Business Combination pursuant to the Non-Redemption
Agreements, the Company estimated the aggregate fair value of the 1,333,324 Class B Ordinary Shares attributable to the Investors
to be $2,791,710 or a weighted average of $2.09 per share, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of
carrying charges to eliminate the investor’s exposure to changes in the price of their Class B Ordinary Shares. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff
Accounting Bulletin Topic 5A. In substance, the Company recognized the offering cost as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A ordinary shares, under the guidance in Staff Accounting Bulletin
Topic 5T, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.
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Sponsor Loan |
Sponsor Loan
When the Company issues convertible debt it first evaluates the balance sheet classification
of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A
conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone
instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as
defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host
instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows
for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated.
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Recent Accounting Standards |
Recent Accounting Standards
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This update requires companies to disclose
specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with
early adoption permitted. The Company will adopt the standards required under ASU 2023-09 as of January 1, 2025. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements.
The Company's management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the accompanying financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Net Income Per Ordinary Share |
A reconciliation of net income per ordinary share is as follows:
|
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
At December 31, 2023 and 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled as follows:
|
FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Financial Assets Measured at Fair Value on Recurring Basis |
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, 2022 by
level within the fair value hierarchy:
As of December 31, 2022
|
ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Going Concern (Details) |
Dec. 31, 2023
USD ($)
|
---|---|
Liquidity and Going Concern [Abstract] | |
Working capital deficit | $ (692,819) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) |
12 Months Ended |
---|---|
Dec. 31, 2023
USD ($)
| |
Income Taxes [Abstract] | |
Net deferred tax assets | $ 0 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Income tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrants (Details) |
Nov. 12, 2021
shares
|
---|---|
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 11,500,000 |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 4,733,333 |
Public Offering [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 16,233,333 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Non-Redemption Agreements (Details) - Non-Redemption Agreements [Member] - Class B Ordinary Shares [Member] - USD ($) |
Dec. 31, 2023 |
May 05, 2023 |
---|---|---|
Non-Redemption Agreements [Abstract] | ||
Number of shares subject to transfer upon Business Combination (in shares) | 1,333,324 | 1,500,000 |
Fair value of shares transferred | $ 2,791,710 | |
Weighted average price of shares issued (in dollars per share) | $ 2.09 |
RELATED PARTY TRANSACTIONS, Founder Shares (Details) |
12 Months Ended | ||
---|---|---|---|
Feb. 09, 2024
shares
|
May 13, 2021
USD ($)
shares
|
Dec. 31, 2023
USD ($)
|
|
Class A Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | |||
Founder Shares [Abstract] | |||
Shares converted (in shares) | 5,749,997 | ||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Ownership interest, as converted percentage | 20.00% | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Number of shares issued (in shares) | 5,750,000 | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | $ 25,000 |
RELATED PARTY TRANSACTIONS, Sponsor Loan (Details) - USD ($) |
9 Months Ended | |||
---|---|---|---|---|
Nov. 12, 2021 |
Dec. 31, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Sponsor Loan [Abstract] | ||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | ||
Sponsor [Member] | Sponsor Loan [Member] | ||||
Sponsor Loan [Abstract] | ||||
Proceeds from Sponsor | $ 4,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | ||
Sponsor [Member] | Sponsor Loan [Member] | Private Placement Warrants [Member] | ||||
Sponsor Loan [Abstract] | ||||
Conversion price of warrant (in dollars per share) | $ 1.5 |
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) |
Nov. 12, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
---|---|---|---|
Underwriting Agreement [Abstract] | |||
Payments for underwriting discount per unit (in dollars per share) | $ 0.2 | ||
Payments for underwriting discount | $ 4,600,000 | ||
Deferred underwriting fee per unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting fees payable | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 |
COMMITMENTS AND CONTINGENCIES, Non-Redemption Agreements (Details) |
May 05, 2023
ExtensionOption
shares
|
Feb. 08, 2024
shares
|
Dec. 31, 2023
USD ($)
shares
|
May 10, 2023
shares
|
Dec. 31, 2022
shares
|
Dec. 31, 2021
shares
|
---|---|---|---|---|---|---|
Class A Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Shares subject to possible redemption (in shares) | 1,500,000 | 4,059,402 | 4,059,402 | 23,000,000 | 23,000,000 | |
Non-Redemption Agreements [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Number of extensions | ExtensionOption | 3 | |||||
Non-Redemption Agreements [Member] | Class A Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Shares subject to possible redemption (in shares) | 4,000,000 | |||||
Non-Redemption Agreements [Member] | Class B Ordinary Shares [Member] | ||||||
Non-Redemption Agreements [Abstract] | ||||||
Number of shares transferred (in shares) | 1,000,000 | |||||
Number of shares subject to transfer upon Business Combination (in shares) | 1,500,000 | 1,333,324 | ||||
Fair value of shares transferred | $ | $ 2,791,710 |
FAIR VALUE MEASUREMENTS (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Assets [Abstract] | ||
Transfers in into Level 3 | $ 0 | $ 0 |
Transfers out of Level 3 | $ 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 237,982,862 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 0 |
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