Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | Swiftmerge Acquisition Corp. | ||
Entity Central Index Key | 0001845123 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-41164 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Interactive Data Current | Yes | ||
Entity Address, Address Line One | 4318 Forman Ave | ||
Entity Address, City or Town | Toluca Lake | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91602 | ||
Entity Tax Identification Number | 98-1582153 | ||
City Area Code | 424 | ||
Local Phone Number | 431-0030 | ||
Entity Public Float | $ 23,210,580 | ||
Auditor Firm ID | 688 | ||
Auditor Location | Hartford, CT | ||
Auditor Name | Marcum LLP | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | false | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | IVCP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 4,589,913 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,250,000 | ||
Units [Member] | |||
Document Information [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 | IVCPU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of 11.50 | ||
Trading Symbol | IVCPW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 148,349 | $ 461,914 |
Prepaid expenses | 0 | 514,200 |
Total current assets | 148,349 | 976,114 |
Investments held in Trust Account | 24,376,178 | 229,792,494 |
TOTAL ASSETS | 24,524,527 | 230,768,608 |
Current liabilities: | ||
Accounts payable | 2,015,734 | 51,453 |
Accrued offering costs | 311,430 | 311,430 |
Due to Sponsor | $ 2,284 | $ 2,284 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Accrued expenses | $ 185,310 | $ 504,181 |
Accrued expenses - related party | 55,516 | 43,516 |
Promissory note - related party | $ 600,000 | $ 0 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total current liabilities and total liabilities | $ 3,170,274 | $ 912,864 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,246,910 and 22,500,000 shares issued and outstanding at redemption value of $10.80 and $10.21 per share as of December 31, 2023 and 2022, respectively | 24,276,178 | 229,692,494 |
Shareholders' (Deficit) Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
(Accumulated deficit) Retained Earnings | (2,922,487) | 162,688 |
Total Shareholders' (Deficit) Equity | (2,921,925) | 163,250 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 24,524,527 | 230,768,608 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,246,910 and 22,500,000 shares issued and outstanding at redemption value of $10.80 and $10.21 per share as of December 31, 2023 and 2022, respectively | 24,276,178 | 229,692,494 |
Shareholders' (Deficit) Equity | ||
Common Stock, Value | 337 | 0 |
Common Class B [Member] | ||
Shareholders' (Deficit) Equity | ||
Common Stock, Value | $ 225 | $ 562 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Temporary Equity, Shares Outstanding | 2,246,910 | 22,500,000 |
Temporary Equity, Redemption Price Per Share | $ 10.8 | $ 10.21 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 2,246,910 | 22,500,000 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 2,246,910 | 22,500,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 3,375,000 | 0 |
Common Stock, Shares, Outstanding | 3,375,000 | 0 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 2,250,000 | 5,625,000 |
Common Stock, Shares, Outstanding | 2,250,000 | 5,625,000 |
Statements Of Operations
Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 3,085,175 | $ 1,452,694 |
Loss from operations | (3,085,175) | (1,452,694) |
Loss on sale of Private Placement Warrants | 0 | (30,000) |
Gain on investments held in Trust Account | 6,501,789 | 2,542,494 |
Gain on waiver of deferred underwriting fee payable | 0 | 442,750 |
Net income | 3,416,614 | 1,502,550 |
Common Class A [Member] | ||
Net income | $ 1,202,040 | |
Basic weighted average shares outstanding | 22,376,712 | |
Diluted weighted average shares outstanding | 22,376,712 | |
Basic net income per share | $ 0.05 | |
Diluted net income per share | $ 0.05 | |
Common Class A [Member] | Redeemable [Member] | ||
Net income | $ 2,204,696 | |
Basic weighted average shares outstanding | 10,232,877 | 22,376,712 |
Diluted weighted average shares outstanding | 10,232,877 | 22,376,712 |
Basic net income per share | $ 0.22 | $ 0.05 |
Diluted net income per share | $ 0.22 | $ 0.05 |
Common Class A [Member] | Non Redeemable [Member] | ||
Net income | $ 396,447 | |
Basic weighted average shares outstanding | 1,840,068 | 0 |
Diluted weighted average shares outstanding | 1,840,068 | 0 |
Basic net income per share | $ 0.22 | $ 0 |
Diluted net income per share | $ 0.22 | $ 0 |
Common Class B [Member] | ||
Net income | $ 815,472 | $ 300,510 |
Basic weighted average shares outstanding | 3,784,932 | 5,594,178 |
Diluted weighted average shares outstanding | 3,784,932 | 5,594,178 |
Basic net income per share | $ 0.22 | $ 0.05 |
Diluted net income per share | $ 0.22 | $ 0.05 |
Statements Of Changes In Shareh
Statements Of Changes In Shareholders' (Deficit) Equity - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Beginning Balance at Dec. 31, 2021 | $ (5,484,056) | $ 0 | $ 575 | $ 0 | $ (5,484,631) | ||
Beginning Balance, Shares at Dec. 31, 2021 | 0 | 5,750,000 | |||||
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs | 1,181,250 | 1,181,250 | |||||
Issuance of Private Placement Warrants | 780,000 | 780,000 | |||||
Forfeiture of Class B Shares by Sponsor | $ (13) | 13 | |||||
Forfeiture of Class B Shares by Sponsor, Shares | (125,000) | ||||||
Accretion of Class A ordinary shares to redemption amount | (2,442,494) | (912,664) | (1,529,830) | ||||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | (2,806,250) | (1,048,586) | (1,757,664) | ||||
Forgiveness of deferred underwriting fee payable | 7,432,250 | 7,432,250 | |||||
Net income | 1,502,550 | $ 1,202,040 | $ 300,510 | 1,502,550 | |||
Ending Balance at Dec. 31, 2022 | 163,250 | $ 0 | $ 562 | 0 | 162,688 | ||
Ending Balance, Shares at Dec. 31, 2022 | 0 | 5,625,000 | |||||
Conversion of Founder Shares to Class A Ordinary | $ 337 | $ (337) | |||||
Conversion of Founder Shares to Class A Ordinary, Shares | 3,375,000 | (3,375,000) | |||||
Accretion of Class A ordinary shares to redemption amount | (6,501,789) | (6,501,789) | |||||
Net income | 3,416,614 | $ 815,472 | 3,416,614 | ||||
Ending Balance at Dec. 31, 2023 | $ (2,921,925) | $ 337 | $ 225 | $ 0 | $ (2,922,487) | ||
Ending Balance, Shares at Dec. 31, 2023 | 3,375,000 | 2,250,000 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,416,614 | $ 1,502,550 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Loss on sale of Private Placement Warrants | 0 | 30,000 |
Gain on investments held in Trust Account | (6,501,789) | (2,542,494) |
Gain on waiver of deferred underwriting fee payable | 0 | (442,750) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 514,200 | 560,833 |
Accounts payable | 1,964,281 | 18,394 |
Accrued expenses | (318,871) | 429,305 |
Accrued offering costs | 0 | (8,755) |
Accrued expenses - related party | 12,000 | 39,000 |
Net cash used in operating activities | (913,565) | (413,917) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (25,250,000) |
Proceeds from Trust Account for payment to redeeming shareholders | 211,918,105 | 0 |
Net cash provided by (used in) investing activities | 211,918,105 | (25,250,000) |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriting discount paid | 0 | 24,500,000 |
Proceeds from sale of Private Placement Warrants | 0 | 750,000 |
Payment to redeeming shareholders | (211,918,105) | 0 |
Proceeds from Promissory note - related party | 600,000 | 0 |
Net cash (used in) provided by financing activities | (211,318,105) | 25,250,000 |
Net Change in Cash | (313,565) | (413,917) |
Cash - Beginning of period | 461,914 | 875,831 |
Cash - End of period | 148,349 | 461,914 |
Non-cash investing and financing activities: | ||
Conversion of Founder Shares to Class A ordinary shares | 337 | 0 |
Total Accretion of Class A ordinary shares subject to redemption value | 6,501,789 | 5,248,744 |
Forgiveness of deferred underwriting fee payable allocated to equity | 0 | (6,557,250) |
Forfeiture of Class B ordinary shares by Sponsor | $ 0 | $ 13 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 3,416,614 | $ 1,502,550 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity And Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Liquidity And Going Concern | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 5. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000. Following the closing of the Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees, $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 6) and $977,966 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 6) and executive officers have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of their Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. The Company has until 18 months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days per-share The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial redemption amount of $10.10 per share. In November 2022, the Company obtained a waiver letter (the “Waiver Letter”) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial business combination or (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”). On March 14, 2024 the Company ,convened an extraordinary general meeting of shareholders to amend the amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025 (the “Extended Date”). In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of $211,918,105. Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 5,621,910 Class A ordinary shares outstanding. Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Merger Agreement and Subsequent Termination On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“Merger Sub” and, together with Swiftmerge and HDL the “Parties”). On February 14, 2024, the Company, HDL and Merger Sub entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which they terminated the Merger Agreement by mutual agreement and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Merger Agreement. No termination fee or other payment is due to either party from the other as a result of the termination. Liquidity, Capital Resources, and Going Concern Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Furthermore, the Company will have until June 17, 2025 to complete a Business Combination. If a Business Combination is not consummated by June 17, 2025 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. Based on the cash forecast prepared by management as of December 31, 2023, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of June 17, 2025. Based on the liquidity condition and the mandatory liquidation, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. The mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to effect an extension of the time in which the Company must complete a business combination or complete a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $148,349 and $461,914 in cash as of December 31, 2023 and 2022, respectively. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of December 31, 2023 and 2022, the Company had $24,376,178 and $229,792,494 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 2,246,910 Class A ordinary shares remain outstanding at December 31, 2023, sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees (subsequently derecognized), $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. 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 or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted income per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one-half On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over-Allotment Option is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $3,000,000 in aggregate. An amount of $6,000,000 of proceeds from the sale of the Private Placement Warrants was added to the Trust Account and an amount of $2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000, which was added to the Trust Account. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 7). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over-Allotment Option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an as-converted outstanding. On June 15, 2023, the Sponsor converted 3,375,000 of its Class B ordinary shares into 3,375,000 non-public Class A ordinary shares, which Class A shares have no redemption rights. The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to one-half one-fourth 30-trading one-fourth 30-trading 30-trading The Anchor Investors purchased a total of 19,800,000 units and 3,000,000 Private Placement Warrants in the Initial Public Offering at the offering price of $10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Promissory Note - Related Party On May 19, 2023, the Sponsor provided a $200,000 advance (“Advance”) to the Company. On September 15, 2023, the Company issued an unsecured promissory note (the “Note”) with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. The Note is non-interest Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company, are payable on demand and are non-interest Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. The Company incurred $12,000 and $43,516 in administrative services agreement expenses during the years ended December 31, 2023 and 2022, respectively and these amounts are included within formation and operation costs on the accompanying statements of operations. As of December 31, 2023 and 2022, the Company has $55,516 and $43,516 in administrative services expenses which are included in accrued expenses—related party in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, there was $0 outstanding on related party loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the Over-Allotment Option. In addition, $0.35 per Unit, or $7,875,000 in the aggregate would have been payable to the underwriter for deferred underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares — Class B ordinary shares — On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023. At the Meeting, the shareholders of the Company approved an amendment that certain investment management trust agreement, dated December 17, 2021 to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the earliest of (i) the Company’s completion of an initial business combination and (ii) March 15, 2024 (the “Extension Date”). On March 14, 2024 the Company, convened an extraordinary general meeting of shareholders to amend the amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025. The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a one-for-one At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) the Founder Share Amendment Proposal; and (iv) a proposal to approve the adjournment of the Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”). In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,253,090 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of $211,918,105. Immediately following the approval of the proposals at the Meeting in June 2023, Swiftmerge Holdings, L.P. as the holder of 3,375,000 Class B Ordinary Shares, converted all 3,375,000 of such shares into the same number of Class A Ordinary Shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B Ordinary Shares, there are an aggregate of 5,621,910 Class A Ordinary Shares outstanding . Warrants on of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • at any time after the warrants become exercisable; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their respective 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable. At December 31, 2023 and 2022, there were 11,250,000 Public Warrants outstanding, and 9,350,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. On February 14, 2024, the Company entered into the Mutual Termination Agreement with HDL. On March 14, 2024, the Company extended the date by which the Company has to consummate an initial business combination from March 15, 2024 to June 17, 2025. On March 14, 2024 the Company and the Sponsor entered into non-redemption “Non-Redemption fo “Non-Redeemed Non-Redeemed Non-Redeemed On March 15, 2024 the Company convened an extraordinary general meeting of the Company’s shareholders (the “2024 Meeting”). At the 2024 Meeting, the shareholders of the Company approved the Second Trust Amendment of that certain investment management trust agreement, dated December 17, 2021, as amended on June 15, 2023, by and between the Company and Continental, to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) June 17, 2025. At the 2024 Meeting, the Company’s shareholders also approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination, from March 15, 2024 to June 17, 2025 (the “Extension Amendment Proposal”). In connection with the shareholders’ vote at the 2024 Meeting, the holders of 1,031,997 public Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount of approximately $ 11.3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $148,349 and $461,914 in cash as of December 31, 2023 and 2022, respectively. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of December 31, 2023 and 2022, the Company had $24,376,178 and $229,792,494 in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares of which, 2,246,910 Class A ordinary shares remain outstanding at December 31, 2023, sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 |
Offering Costs Associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees (subsequently derecognized), $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. 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 or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted income per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Warrant Classification | Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Temporary Equity | As of December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Accretion of carrying value to redemption value 2,442,494 Class A ordinary shares subject to possible redemption at December 31, 2022 229,692,494 Less: Redemptions (211,918,105 ) Plus: Remeasurement of carrying value to redemption value 6,501,789 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 24,276,178 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 2,204,696 $ 396,447 $ 815,472 $ 1,202,040 $ 300,510 Denominator: Basic and diluted weighted average shares outstanding 10,232,877 1,840,068 3,784,932 22,376,712 5,594,178 Basic and diluted net income per ordinary share $ 0.22 $ 0.22 $ 0.22 $ 0.05 $ 0.05 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value measurements | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 24,376,178 $ 24,376,178 $ — $ — December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity And Going Concern - Additional Information (Detail) | 12 Months Ended | |||||||
Jun. 15, 2023 USD ($) $ / shares shares | Jan. 18, 2022 USD ($) $ / shares shares | Dec. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 | Dec. 31, 2021 $ / shares | Jul. 31, 2021 shares | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Proceeds from Issuance of Warrants | $ 3,000,000 | $ 1,250,000 | ||||||
Cash deposited in Trust Account | $ 0 | 25,250,000 | ||||||
Cash deposited in Trust Account per Unit | $ / shares | $ 10.1 | |||||||
Term of restricted investments | 185 days | |||||||
Deferred underwriting fees | $ 0 | (6,557,250) | ||||||
Cash | $ 148,349 | $ 461,914 | ||||||
Number of operating businesses included in initial Business Combination | Day | 1 | |||||||
Minimum net worth to consummate business combination | $ 5,000,001 | |||||||
Percentage Of Public Shares That Can Be Redeemed Without Prior Consent | 15% | |||||||
Percentage Of Public Shares That Would Not Be Redeemed If Business Combination Is Not Completed With In Initial Combination Period | 100% | |||||||
Period to complete Business Combination from closing of Initial Public Offering | 18 days | |||||||
Expenses payable on dissolution | $ 100,000 | |||||||
Period to Redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.8 | $ 10.21 | $ 10.1 | |||||
Working Capital Surplus | $ 3,021,925 | |||||||
Percentage of excise tax on repurchases of stock | 1% | |||||||
Percentage of amount of excise tax is equal to amount of fair market value of the shares repurchased | 1% | |||||||
Common Class A [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Number of stock bought back by the entity at the redemption price | shares | 20,253,090 | |||||||
Redemption price | $ / shares | $ 10.46 | |||||||
Value of stock bought back by the entity at the redemption price | $ 211,918,105 | |||||||
Common stock, shares outstanding | shares | 3,375,000 | 0 | ||||||
Common Class A [Member] | Conversion of Common Stock Class B to Class A [Member] | Sponsor [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Conversion of stock, shares issued | shares | 3,375,000 | |||||||
Common Class B [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Common stock, shares outstanding | shares | 5,625,000 | 2,250,000 | 5,625,000 | 5,750,000 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Common stock, shares outstanding | shares | 5,621,910 | 5,625,000 | 5,750,000 | |||||
Common Class B [Member] | Conversion of Common Stock Class B to Class A [Member] | Sponsor [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Conversion of stock, shares converted | shares | 3,375,000 | 3,375,000 | ||||||
Minimum [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Fair Market Value As Percentage Of Net Assets Held In Trust Account Included In Initial Business Combination | 80% | |||||||
Post Transaction Ownership Percentage Of The Target Business | 50% | |||||||
Private Placement Warrants [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Class of warrants or rights warrants issued during the period | shares | 8,600,000 | |||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1 | |||||||
Proceeds from Issuance of Warrants | $ 8,600,000 | |||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Class of warrants or rights warrants issued during the period | shares | 5,600,000 | |||||||
Proceeds from Issuance of Warrants | $ 6,500,000 | |||||||
IPO [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Units issued during period new issues | shares | 20,000,000 | |||||||
Shares issued price per share | $ / shares | $ 10 | |||||||
Gross proceeds from initial public offering | $ 25,000,000 | $ 200,000,000 | ||||||
Cash deposited in Trust Account | 227,250,000 | |||||||
Transaction Costs | 26,958,716 | |||||||
Cash Underwriting Fees | 4,500,000 | |||||||
Deferred underwriting fees | 7,875,000 | |||||||
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | |||||||
Other Offering Costs | 977,966 | |||||||
Sale of additional units | shares | 2,500,000 | |||||||
Sale of stock price per share | $ / shares | $ 10 | |||||||
Private Placement [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Cash deposited in Trust Account | $ 6,000,000 | |||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Proceeds from Issuance of Warrants | $ 750,000 | |||||||
Class of warrant or right number of securities called by warrants or rights | shares | 750,000 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Detail) - USD ($) | 12 Months Ended | |||
Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Proceeds allocated to Public Warrants | $ (3,000,000) | $ (1,250,000) | ||
Issuance costs allocated to Class A ordinary shares | (1,556,250) | |||
Proceeds from over-allotment warrants | 750,000 | |||
Proceeds from over-allotment units less cash underwriting discount | $ 0 | 24,500,000 | ||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | 2,806,250 | |||
Redemptions | (211,918,105) | |||
Remeasurement / Accretion of carrying value to redemption value | 6,501,789 | 2,442,494 | ||
Class A ordinary shares subject to possible redemption | 24,276,178 | 229,692,494 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 24,276,178 | $ 229,692,494 | $ 202,000,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income | $ 3,416,614 | $ 1,502,550 |
Common Class A [Member] | ||
Numerator: | ||
Net income | $ 1,202,040 | |
Denominator: | ||
Basic weighted average shares outstanding | 22,376,712 | |
Diluted weighted average shares outstanding | 22,376,712 | |
Basic net income per ordinary share | $ 0.05 | |
Diluted net income per ordinary share | $ 0.05 | |
Common Class A [Member] | Redeemable [Member] | ||
Numerator: | ||
Net income | $ 2,204,696 | |
Denominator: | ||
Basic weighted average shares outstanding | 10,232,877 | 22,376,712 |
Diluted weighted average shares outstanding | 10,232,877 | 22,376,712 |
Basic net income per ordinary share | $ 0.22 | $ 0.05 |
Diluted net income per ordinary share | $ 0.22 | $ 0.05 |
Common Class A [Member] | Non Redeemable [Member] | ||
Numerator: | ||
Net income | $ 396,447 | |
Denominator: | ||
Basic weighted average shares outstanding | 1,840,068 | 0 |
Diluted weighted average shares outstanding | 1,840,068 | 0 |
Basic net income per ordinary share | $ 0.22 | $ 0 |
Diluted net income per ordinary share | $ 0.22 | $ 0 |
Common Class B [Member] | ||
Numerator: | ||
Net income | $ 815,472 | $ 300,510 |
Denominator: | ||
Basic weighted average shares outstanding | 3,784,932 | 5,594,178 |
Diluted weighted average shares outstanding | 3,784,932 | 5,594,178 |
Basic net income per ordinary share | $ 0.22 | $ 0.05 |
Diluted net income per ordinary share | $ 0.22 | $ 0.05 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Cash | $ 148,349 | $ 461,914 | |
Investments held in the trust account | 24,376,178 | 229,792,494 | |
Deferred underwriting fee payable | 0 | (6,557,250) | |
Unrecognized tax benefits | 0 | 0 | |
Accrued interest and penalties | $ 0 | 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,600,000 | ||
Cash insured with federal depository insurance corporation | $ 250,000 | ||
Expenses payable on dissolution | 100,000 | ||
Accretion of Class A ordinary shares subject to redemption value | $ 6,501,789 | $ 2,442,494 | |
Temporary Equity, Shares Outstanding | 2,246,910 | 22,500,000 | |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary Equity, Shares Outstanding | 2,246,910 | 22,500,000 | |
Common Stock [Member] | |||
Accounting Policies [Line Items] | |||
Accretion of Class A ordinary shares subject to redemption value | $ 6,501,789 | ||
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Transaction costs | $ 26,958,716 | ||
Cash underwriting fees | 4,500,000 | ||
Deferred underwriting fee payable | 7,875,000 | ||
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | ||
Other offering costs | $ 977,966 | ||
IPO [Member] | Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 22,500,000 | ||
Issuance costs allocated to Class A ordinary shares | $ 24,864,388 | ||
Adjustments to additional paid in capital stock issued issuance costs | $ 2,094,328 | ||
Temporary Equity, Shares Outstanding | 2,246,910 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Jan. 18, 2022 | Dec. 17, 2021 |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Units issued during period new issues | 20,000,000 | |
Gross proceeds from initial public offering | $ 25,000,000 | $ 200,000,000 |
Sale of additional units | 2,500,000 | |
Sale of stock price per share | $ 10 | |
IPO [Member] | Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Number of warrants included In unit description | one-half of one | |
IPO [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Number of shares included in Unit | 1 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 3,000,000 | $ 1,250,000 | ||
Cash deposited in Trust Account | $ 0 | $ 25,250,000 | ||
Cash deposited In to operating bank account | $ 2,600,000 | |||
Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 8,600,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||
Class of warrants or rights number of shares called by each warrant or right | 1 | |||
Class of warrants or rights exercise price per share | $ 11.5 | |||
Proceeds from Issuance of Warrants | $ 8,600,000 | |||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 8,600,000 | |||
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Cash deposited in Trust Account | $ 6,000,000 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 750,000 | |||
Class of warrant or right number of securities called by warrants or rights | 750,000 | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 5,600,000 | |||
Proceeds from Issuance of Warrants | $ 6,500,000 | |||
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 6,500,000 | |||
Proceeds from Issuance of Warrants | $ 5,600,000 | |||
Anchor Investors [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2023 | Apr. 08, 2022 | Jan. 18, 2022 | Dec. 17, 2021 | Feb. 08, 2021 | Jul. 31, 2021 | Dec. 31, 2023 | Sep. 15, 2023 | May 19, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Due to Sponsor | $ 2,284 | $ 2,284 | ||||||||
Working capital promissory note - related party | 600,000 | 0 | ||||||||
Accrued expenses - related party | 55,516 | 43,516 | ||||||||
Administrative Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal outstanding | $ 12,000 | $ 43,516 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period | 8,600,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 3,375,000 | 0 | ||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 5,625,000 | 5,750,000 | 2,250,000 | 5,625,000 | ||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal outstanding | $ 0 | $ 0 | ||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction fees payable per month | $ 10,000 | |||||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||||||
Debt instrument conversion price per warrant | $ 1 | |||||||||
Sponsor [Member] | Working Capital Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 500,000 | |||||||||
Debt instrument conversion price per warrant | $ 1 | |||||||||
Working capital promissory note - related party | $ 600,000 | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period | 5,600,000 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services value | 25,000 | |||||||||
Stock shares issued during the period for services shares | shares | $ 7,187,500 | |||||||||
Stock surrendered during period shares | 125,000 | 1,437,500 | ||||||||
Common Stock, Shares, Outstanding | 5,621,910 | 5,625,000 | 5,750,000 | |||||||
Common Stock, Other Shares, Outstanding | 750,000 | |||||||||
Percentage of Ownership after Transaction | 20% | |||||||||
Sponsor [Member] | Common Class B [Member] | Conversion of Common Stock Class B to Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of stock, shares converted | 3,375,000 | 3,375,000 | ||||||||
Conversion of stock shares converted to non public shares | 3,375,000 | |||||||||
Anchor Investors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||||||
Units issued during period new issues | 19,800,000 | |||||||||
Shares issued Price Per Share | $ 10 | |||||||||
Anchor Investors [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period | 3,000,000 | |||||||||
Anchor Investors [Member] | Common Class A [Member] | Redemption of Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Anchor Investors [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued Price Per Share | $ 0.003 | |||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares | 2,250,000 | |||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price value | $ 13,612,500 | |||||||||
Common stock fair value per share | $ 6.05 | |||||||||
Purchase price of founder shares offered | $ 6,750 | |||||||||
Individual Anchor Investor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares | 225,000 | |||||||||
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 14 | |||||||||
Holders of Founder Shares [Member] | Common Class A [Member] | Subsequent to Initial Business Combination [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Waiting period after which the share trading days are considered from business combination | 150 days | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to Sponsor | $ 2,284 | 2,284 | ||||||||
Related Party [Member] | Administrative Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued expenses - related party | $ 55,516 | $ 43,516 | ||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration expenses incurred | $ 10,000 | |||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration expenses incurred | $ 1,000 | |||||||||
Related Party [Member] | Working Capital Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital promissory note - related party | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Deferred underwriting fee payable | $ 0 | $ (6,557,250) | ||
Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Deferred Underwriting fee incurred per unit | 0.35 | |||
Deferred underwriting fee payable | $ 7,875,000 | |||
Over-Allotment Option [Member] | Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Underwriter overallotment option days | 45 days | |||
Additional Units that can be purchased to cover over-allotments | 3,000,000 | |||
IPO [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Cash underwriting fees | $ 4,500,000 | |||
Deferred underwriting fee payable | 7,875,000 | |||
Sale of additional units | 2,500,000 | |||
Sale of stock price per share | $ 10 | |||
Proceeds from initial public offering | $ 25,000,000 | 200,000,000 | ||
IPO [Member] | Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Cash underwriting fees per unit | 0.2 | |||
Cash underwriting fees | $ 4,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 15, 2023 | Jan. 18, 2022 | Feb. 08, 2021 | Jul. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Period to file registration statement after initial Business Combination | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Temporary equity, shares outstanding | 2,246,910 | 22,500,000 | ||||
Conversion of stock, description | one-for-one | |||||
Public Warrants [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Period to exercise warrants after Business Combination | 30 days | |||||
Expiration period of warrants | 5 years | |||||
Period to file registration statement after initial Business Combination | 20 days | |||||
Period for registration statement to become effective | 60 days | |||||
Warrant redemption price | $ 0.01 | |||||
Notice period to redeem warrants | 30 days | |||||
Adjusted exercise price of warrants percentage | 115% | |||||
Class of warrants or rights outstanding | 11,250,000 | 11,250,000 | ||||
Private Placement Warrants [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Period to exercise warrants after Business Combination | 30 days | |||||
Class of warrants or rights outstanding | 9,350,000 | 9,350,000 | ||||
Conversion From Class B to Class A Common Stock [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Percentage of common stock issued and outstanding | 20% | |||||
Conversion of stock, description | one-to-one | |||||
Common Class A [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 3,375,000 | 0 | ||||
Common stock, shares outstanding | 3,375,000 | 0 | ||||
Temporary equity, shares outstanding | 2,246,910 | 22,500,000 | ||||
Number of stock bought back by the entity at the redemption price | 20,253,090 | |||||
Stock redeemption price per share | $ 10.46 | |||||
Value of stock bought back by the entity at the redemption price | $ 211,918,105 | |||||
Common Class A [Member] | Extension Amendment Proposal [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Value of stock bought back by the entity at the redemption price | $ 211,918,105 | |||||
Common Class A [Member] | Additional Offering [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Shares issued price per share | $ 9.2 | |||||
Percentage of gross proceeds on total equity proceeds | 60% | |||||
Trading day period to calculate volume weighted average trading price | 20 days | |||||
Volume weighted average price per share | $ 9.2 | |||||
Common Class A [Member] | Public Warrants [Member] | Redemption of Warrants when Price Equals or Exceeds Eighteen Dollar [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Share price | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Adjusted share price percentage | 180% | |||||
Common Class A [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | |||||
Conversion of stock, shares issued | 3,375,000 | |||||
Common Class B [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 2,250,000 | 5,625,000 | ||||
Common stock, shares outstanding | 5,625,000 | 5,750,000 | 2,250,000 | 5,625,000 | ||
Common Class B [Member] | Sponsor [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, shares outstanding | 5,621,910 | 5,625,000 | 5,750,000 | |||
Stock shares issued during the period for services value | 25,000 | |||||
Stock shares issued during the period for services shares | shares | $ 7,187,500 | |||||
Stock surrendered during period shares | 125,000 | 1,437,500 | ||||
Common Class B [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | |||||
Conversion of stock, shares converted | 3,375,000 | 3,375,000 | ||||
Common Class A Including Subject to Possible Redemption [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, shares issued | 5,621,910 | 22,500,000 | ||||
Common stock, shares outstanding | 5,621,910 | 22,500,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 24,376,178 | $ 229,792,494 |
Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 24,376,178 | 229,792,494 |
Level 1 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 24,376,178 | 229,792,494 |
Level 2 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | 0 |
Level 3 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 14, 2024 | Mar. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Expected asset held in trust | $ 13.3 | |||
Subsequent Event [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Financial instruments subject to mandatory redemption, settlement terms, number of shares | 1,031,997 | |||
Share redemption price per share | $ 10.92 | |||
Financial instruments subject to mandatory redemption, settlement terms, maximum amount | $ 11.3 | |||
Subsequent Event [Member] | Sponsor [Member] | ||||
Subsequent Event [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | |||
Subsequent Event [Member] | Sponsor [Member] | Anchor Investors [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of founder shares to be assign | 3 | |||
Number of shares of stock non redeemed | 10 |