Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 26, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41002 | ||
Entity Registrant Name | Tevogen Bio Holdings Inc. | ||
Entity Central Index Key | 0001860871 | ||
Entity Tax Identification Number | 85-1284695 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 15 Independence Boulevard | ||
Entity Address, Address Line Two | Suite #410 | ||
Entity Address, City or Town | Warren | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07059 | ||
City Area Code | (877) | ||
Local Phone Number | 838-6436 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,451,000 | ||
Entity Common Stock, Shares Outstanding | 164,614,418 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Los Angeles, CA | ||
Common Stock, $0.0001 par value per share | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TVGN | ||
Security Exchange Name | NASDAQ | ||
Warrants, each exercisable for one share of Common Stock for $11.50 per share | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | ||
Trading Symbol | TVGNW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 8,835 | $ 129,186 |
Prepaid expenses and other assets | 2,501 | 145,170 |
Total current assets | 355,836 | 274,356 |
Cash and marketable securities held in Trust Account | 16,681,497 | 356,864,000 |
TOTAL ASSETS | 17,037,333 | 357,138,356 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,142,405 | 210,454 |
Convertible note payable, net of discount | 1,631,725 | |
Due to affiliate | 230,000 | 140,000 |
Total current liabilities | 3,004,130 | 350,454 |
Derivative warrant liabilities | 29,000 | 7,250 |
Deferred underwriting fee payable | 14,700,000 | 14,700,000 |
Total liabilities | 17,733,130 | 15,057,704 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
REDEEMABLE ORDINARY SHARES | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,502,180 and 34,500,000 shares at redemption value of $11.10 and $10.34 per share as of December 31, 2023 and 2022, respectively | 16,681,497 | 356,864,000 |
SHAREHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; 13,433,333 and 1,450,000 shares issued and outstanding (excluding 1,502,180 and 34,500,000 shares subject to possible redemption) as of December 31, 2023 and December 31, 2022, respectively | 1,343 | 145 |
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; 0 and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 1,198 | |
Accumulated deficit | (17,378,637) | (14,784,691) |
Total shareholders’ deficit | (17,377,294) | (14,783,348) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | 17,037,333 | 357,138,356 |
Related Party [Member] | ||
CURRENT ASSETS | ||
Due from related party | $ 344,500 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollar 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 |
Common Class A [Member] | ||
Temporary equity, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 1,502,180 | 34,500,000 |
Temporary equity, redemption price (In Dollar per share) | $ 11.10 | $ 10.34 |
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 13,433,333 | 1,450,000 |
Ordinary shares, shares outstanding | 13,433,333 | 1,450,000 |
Common Class B [Member] | ||
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 0 | 11,983,333 |
Ordinary shares, shares outstanding | 0 | 11,983,333 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative | $ 2,273,970 | $ 953,083 |
Total operating expenses | (2,273,970) | (953,083) |
Other income (expense): | ||
Unrealized gain on investments held in Trust Account | 2,734,426 | 4,948,194 |
Change in fair value of warrants | (21,750) | 413,250 |
Impairment of amount due from related party | (250,000) | |
Interest expense | (256,031) | |
Total other income, net | 2,206,645 | 5,361,444 |
Net (loss) income | $ (67,325) | $ 4,408,361 |
Common Class A [Member] | ||
Other income (expense): | ||
Weighted average number of shares outstanding ordinary shares - basic | 5,333,742 | 34,500,000 |
Weighted average number of shares outstanding ordinary shares - diluted | 5,333,742 | 34,500,000 |
Net loss income per share - basic | $ 0 | $ 0.09 |
Net loss income per share - diluted | $ 0 | $ 0.09 |
Common Class A Not Subject To Redemption [Member] | ||
Other income (expense): | ||
Weighted average number of shares outstanding ordinary shares - basic | 12,317,077 | 1,450,000 |
Weighted average number of shares outstanding ordinary shares - diluted | 12,317,077 | 1,450,000 |
Net loss income per share - basic | $ 0 | $ 0.09 |
Net loss income per share - diluted | $ 0 | $ 0.09 |
Common Class B [Member] | ||
Other income (expense): | ||
Weighted average number of shares outstanding ordinary shares - basic | 1,116,256 | 11,983,333 |
Weighted average number of shares outstanding ordinary shares - diluted | 1,116,256 | 11,983,333 |
Net loss income per share - basic | $ 0 | $ 0.09 |
Net loss income per share - diluted | $ 0 | $ 0.09 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 145 | $ 1,198 | $ (14,229,052) | $ (14,227,709) | |
Balance, shares at Dec. 31, 2021 | 1,450,000 | 11,983,333 | |||
Accretion of carrying value to redemption value | (4,964,000) | (4,964,000) | |||
Net income | 4,408,361 | 4,408,361 | |||
Balance at Dec. 31, 2022 | $ 145 | $ 1,198 | (14,784,691) | (14,783,348) | |
Balance, shares at Dec. 31, 2022 | 1,450,000 | 11,983,333 | |||
Conversion of Class B shares | $ 1,198 | $ (1,198) | |||
Conversion of Class B shares, shares | 11,983,333 | (11,983,333) | |||
Proceeds allocated to Class A shares issuable from the note payable | 275,306 | 275,306 | |||
Accretion of carrying value to redemption value | (275,306) | (2,526,621) | (2,801,927) | ||
Net income | (67,325) | (67,325) | |||
Balance at Dec. 31, 2023 | $ 1,343 | $ (17,378,637) | $ (17,377,294) | ||
Balance, shares at Dec. 31, 2023 | 13,433,333 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (67,325) | $ 4,408,361 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Unrealized gain on investments held in Trust Account | (2,734,426) | (4,948,194) |
Non-cash interest expense | 256,031 | |
Impairment of amount due from related party | 250,000 | |
Change in fair value of warrants | 21,750 | (413,250) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 142,669 | 446,609 |
Due from related party | (267,000) | |
Due to affiliate | 90,000 | 120,000 |
Accounts payable and accrued expenses | 931,950 | 171,079 |
Net cash used in operating activities | (1,376,351) | (215,395) |
Cash Flows from Investing Activities: | ||
Extension amount deposited into Trust Account | (67,500) | |
Cash withdrawn from Trust Account in connection with redemption | 342,984,430 | |
Net cash provided by investing activities | 342,916,930 | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable | 1,323,500 | |
Redemption of ordinary shares | (342,984,430) | |
Net cash used in financing activities | (341,660,930) | |
Net Change in Cash | (120,351) | (215,395) |
Cash – Beginning | 129,186 | 344,581 |
Cash – Ending | 8,835 | 129,186 |
Supplemental disclosure of noncash activities: | ||
Change in value of Class A ordinary shares subject to redemption amount | 2,801,927 | 4,964,000 |
Sale of Class B shares to Investor | 3,955,111 | |
Sale of warrants | $ 20,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | Description of Organization, Business Operations and Liquidity Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one 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 through December 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the IPO of 30,000,000 10.00 300,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering costs for the IPO amounted to $ 21,266,594 , consisting of $ 6,000,000 of paid underwriting fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs. On June 28, 2023, the Company and Cantor entered into a fee reduction agreement (the “Fee Reduction Agreement”), pursuant to which Cantor agreed to forfeit $ 9,700,000 5,000,000 500,000 Following the closing of the IPO, $ 351,900,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. As of December 31, 2023, there is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company will provide the holders of the outstanding 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. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its 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 applicable law or stock exchange listing requirements, 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 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 47,933,333 no TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 On February 3, 2023, the Company’s shareholders approved an amendment (the “First Extension Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial Business Combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the First Extension Charter Amendment took effect upon approval by the shareholders. In connection with the meeting, shareholders holding approximately 32,116,947 333 10.38 On December 14, 2023, the Company’s shareholders approved an amendment (the “Second Extension Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial Business Combination to September 15, 2024. Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval by the shareholders. In connection with the meeting, shareholders holding approximately 880,873 9.71 11.03 16.7 1,502,180 On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”) and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Initial Shareholders have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 If the Company is unable to complete a Business Combination by September 15, 2024 (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 67,500 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 Business Combination On June 28, 2023, the Company entered into an Agreement and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), the Sponsor, in its capacity as purchaser representative, Tevogen Bio, and Ryan Saadi, in his capacity as seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things, the parties will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for shares of Class A common stock, par value $ 0.0001 On September 14, 2023, the Company filed a registration statement on Form S-4 with the SEC relating to the Transaction with Tevogen, and on February 14, 2024, the Company consummated the Transaction. See Note 10 for more information. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Going Concern As of December 31, 2023, the Company had $ 8,835 16,681,497 2,648,294 2,734,000 Company management believes that cash on hand following consummation of the Transaction as well as $ 2,000,000 1,200,000 Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
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 (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ 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 did no Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 500,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Related Party Transactions The Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering And Over-allotment | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 34,500,000 10.00 one one one 11.50 |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4 — Private Placement Warrants On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 10.00 14,500,000 150,000 1,300,000 11.50 On June 7, 2023, the Original Sponsor transferred 1,000,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
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 Our Sponsor paid $ 25,000 8,625,000 0.3628 11,754,150 0.0195 11,983,333 1,530,000 1,530,000 The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year 12.00 20 30 150 On January 30, 2023, the initial shareholders holding all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 On May 4, 2023, the Company entered into the Purchase Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 7,988,889 7,988,889 1,000,000 500,000 3,515,111 440,000 20,000 0.44 0.04 The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % Related Party Loans On April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 121,158 no On October 2, 2023, the Company advanced the Sponsor $ 17,000 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 250,000 577,500 250,000 Subscription Agreement Loans On May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”) where the Investor agreed to make a cash contribution of $ 151,000 151,000 0.0001 10.00 On June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an aggregate of $ 1,500,000 750,000 10.00 1,651,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company accounted for the Class A common stock they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the equity instrument is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of equity instrument issuance. The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 104,861 46,139 151,000 66,440 0.44 520,833 229,167 750,000 330,000 0.44 1,631,725 275,306 256,031 19,274 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 10.00 no Administrative Support Services Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 230,000 120,000 |
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 Rights The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 4,500,000 4,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The underwriters were paid a cash underwriting discount of $ 0.20 6,000,000 0.20 900,000 0.40 13,800,000 14,700,000 13,800,000 900,000 Subscription Agreement As noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with the Investor and the Original Sponsor. Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor under the Subscription Agreement. Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties agreed that: ● The Investor would make a cash contribution of $ 151,000 ● The Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover working capital expenses (the “First SPAC Loan”). ● In consideration for the Initial Capital Contribution, the Company will issue 151,000 0.0001 ● The SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five one 10.00 five days ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 On June 20, 2023, the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor and the Sponsor. Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed that: ● The Investor would make a cash contribution of up to $ 750,000 750,000 ● The Additional Capital Contribution would in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor’s request and the first filing of the S-4 for the SPAC’s business combination (the “Second SPAC Loan”). ● In consideration for the Additional Capital Commitment, SPAC will issue a further one TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● The Second SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the Second SPAC Loan the Sponsor has received within five one 10.00 ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Second Subscription Agreement not to exceed $ 5,000 Purchase Agreement On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Sponsor and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 In addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations: (i) responsibility for all of Company’s public company reporting obligations; (ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii) responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage; (iv) responsibility for the Company’s outstanding legal fees owed by the Company; and (v) all other obligations of the Original Sponsor related to the Company. Pursuant to the Purchase Agreement, the Sponsor had the right to replace the Company’s current directors and officers with directors and officers as the Sponsor may select in its sole discretion. The obligations of the Original Sponsor to consummate the transactions contemplated by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions: (a) the approval of the board of directors the SPAC; (b) the approval of the members of the Original Sponsor; (c) the consent or waiver of the underwriters under the Underwriting Agreement; (d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended March 31, 2023. On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. In connection with the closing, the Sponsor replaced the Company’s directors and officers. The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 0.0001 13,433,333 1,450,000 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Class B Ordinary Shares The Company is authorized to issue 20,000,000 0.0001 one 0 11,983,333 Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 Preference Shares The Company is authorized to issue 1,000,000 no Public Warrants The Public Warrants will become exercisable on the later of (i) 30 one year five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 third If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
Warrant Liabilities | Note 8 — Warrant Liabilities The Company accounts for the 725,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the assets held in the Trust Account were held in a demand deposit account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2023: Quoted Significant Significant Level Active Observable Unobservable Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (1) As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. December 31, 2022: Quoted Significant Significant Active Observable Unobservable Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: Schedule of Quantitative Information in Fair Value Measurements At At Share Price $ 11.13 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.21 5.10 Industry Volatility 6.50 % 4.40 % Risk Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On January 31, 2024, in connection with an extraordinary meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders holding 1,432,457 16.0 11.14 On February 14, 2024, pursuant to the Merger Agreement by and among the Company, Merger Sub, the Sponsor, Tevogen Bio, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company. Prior to the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, the Company changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, the Company changed its name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, the Company’s governing documents were amended and restated as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2024 0.0001 1,200,000,000 10.00 On February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0 2.0 6.0 1.2 6.0 500,000 600,000 5.00 The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the Series A-1 Preferred Stock in no event to more than 15% per year. On February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor, pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate initial amount of approximately $ 4.2 million, which amount was later reduced to approximately $ 3.6 million (the “Series B Preferred Stock”). The Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter. Pursuant to the Merger Agreement, Tevogen Bio agreed that at the Effective Time, it would pay $ 2,000,000 500,000 250,000 577,500 500,000 250,000 |
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 (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ 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 did no |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 500,000 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Related Party Transactions | Related Party Transactions The Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet | At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share | Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Fair Value Non Redeemable Shares | The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2023: Quoted Significant Significant Level Active Observable Unobservable Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (1) As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. December 31, 2022: Quoted Significant Significant Active Observable Unobservable Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 |
Schedule of Quantitative Information in Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: Schedule of Quantitative Information in Fair Value Measurements At At Share Price $ 11.13 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.21 5.10 Industry Volatility 6.50 % 4.40 % Risk Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 % |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details Narrative) | 12 Months Ended | ||||||||||||
Jan. 31, 2024 USD ($) $ / shares | Dec. 14, 2023 USD ($) $ / shares | Jun. 28, 2023 USD ($) $ / shares shares | May 04, 2023 $ / shares shares | Feb. 03, 2023 USD ($) $ / shares | Jan. 30, 2023 shares | Nov. 08, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Dec. 31, 2023 USD ($) Integer $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 26, 2024 USD ($) | Feb. 14, 2024 USD ($) $ / shares | Dec. 18, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Condition for future business combination number of businesses minimum | Integer | 1 | ||||||||||||
Deferred offering costs non current | $ 14,700,000 | $ 14,700,000 | |||||||||||
Condition for future business combination use of proceeds percentage | 80% | ||||||||||||
Condition for future business combination threshold ownership (as a percent) | 50% | ||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||
Conversion ratio | 1 | ||||||||||||
Cash withdrawn from trust account in connection with redemption | 342,984,430 | ||||||||||||
Assets held in trust noncurrent | $ 16,681,497 | 356,864,000 | |||||||||||
Redemption limit percentage without prior consent | 15% | ||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||||||||
Extension amount deposited into Trust Account | $ 67,500 | ||||||||||||
Cash | 8,835 | $ 129,186 | |||||||||||
Working capital deficit | 2,648,294 | ||||||||||||
Investment income interest | $ 2,734,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cash withdrawn from trust account in connection with redemption | $ 16,000,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares cancelled | shares | 11,983,333 | ||||||||||||
Common stock shares outstanding | shares | 0 | 0 | 11,983,333 | ||||||||||
Common stock, shares issued | shares | 0 | 0 | 11,983,333 | ||||||||||
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common Class A [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued upon conversion | shares | 11,983,333 | ||||||||||||
Common stock shares outstanding | shares | 47,933,333 | 13,433,333 | 1,450,000 | ||||||||||
Common stock, shares issued | shares | 13,433,333 | 1,450,000 | |||||||||||
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 11.14 | ||||||||||||
Minimum period to file charter amendment | $ / shares | $ 1,432,457 | ||||||||||||
First Extension Charter Amendment [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cash withdrawn from trust account in connection with redemption | $ 333,000,000 | ||||||||||||
First Extension Charter Amendment [Member] | Public Shares [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 10.38 | ||||||||||||
Minimum period to file charter amendment | $ / shares | $ 32,116,947 | ||||||||||||
Second Extension Charter Amendment [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cash withdrawn from trust account in connection with redemption | $ 9,710,000 | ||||||||||||
Second Extension Charter Amendment [Member] | Public Shares [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 11.03 | ||||||||||||
Common stock shares outstanding | shares | 1,502,180 | ||||||||||||
Minimum period to file charter amendment | $ / shares | $ 880,873 | ||||||||||||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 5 | ||||||||||||
Cash | $ 2,000,000 | ||||||||||||
Securities Purchase Agreement [Member] | Series A One Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cash | $ 1,200,000 | $ 1,200,000 | |||||||||||
Sponsor [Member] | Purchase Agreement [Member] | Common Class A [Member] | SSVK Associates, LLC [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 1 | ||||||||||||
Stock issued during period, Shares new issues | shares | 7,988,889 | ||||||||||||
IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 10 | $ 10.20 | |||||||||||
Deferred offering costs non current | $ 14,700,000 | ||||||||||||
Transaction costs | 21,266,594 | ||||||||||||
Sale of stock underwriting fees | 6,000,000 | ||||||||||||
Other offering costs | $ 566,594 | ||||||||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued, price per share | $ / shares | $ 10.20 | ||||||||||||
Payments for investment of cash in trust account | $ 351,900,000 | ||||||||||||
IPO [Member] | Fee Reduction Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common equity securities | shares | 500,000 | ||||||||||||
Deferred offering costs non current | $ 5,000,000 | ||||||||||||
Deferred underwriting fees | $ 9,700,000 | ||||||||||||
Stock issued during period, Shares new issues | shares | 500,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common equity securities | shares | 1,360,000 | ||||||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||||||
Proceeds from issuance initial public offering | $ 13,600,000 | ||||||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common equity securities | shares | 90,000 | ||||||||||||
Proceeds from issuance initial public offering | $ 900,000 | ||||||||||||
Private Placement [Member] | Sponsor [Member] | Purchase Agreement [Member] | SSVK Associates, LLC [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period, Shares new issues | shares | 1,000,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common equity securities | shares | 4,500,000 | 4,500,000 | 4,500,000 | ||||||||||
Proceeds from issuance initial public offering | $ 45,000,000 | ||||||||||||
Deferred offering costs non current | $ 2,700,000 | ||||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common equity securities | shares | 30,000,000 | ||||||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||||||
Proceeds from issuance initial public offering | $ 300,000,000 |
Schedule of Reconciliation of O
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Class A ordinary share subject to possible redemption | $ 356,864,000 | $ 351,900,000 |
Accretion of carrying value to redemption value | 2,801,927 | 4,964,000 |
Redemption of ordinary shares | (342,984,430) | |
Class A ordinary share subject to possible redemption | $ 16,681,497 | $ 356,864,000 |
Schedule of Calculation of Basi
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Allocation of net (loss) income | $ (19,134) | $ 3,172,916 |
Weighted average shares outstanding, basic | 5,333,742 | 34,500,000 |
Weighted average shares outstanding, Diluted | 5,333,742 | 34,500,000 |
Basic net income (loss) per share | $ 0 | $ 0.09 |
Dilution net income (loss) per share | $ 0 | $ 0.09 |
Common Class A Not Subject To Redemption [Member] | ||
Allocation of net (loss) income | $ (44,186) | $ 133,355 |
Weighted average shares outstanding, basic | 12,317,077 | 1,450,000 |
Weighted average shares outstanding, Diluted | 12,317,077 | 1,450,000 |
Basic net income (loss) per share | $ 0 | $ 0.09 |
Dilution net income (loss) per share | $ 0 | $ 0.09 |
Common Class B [Member] | ||
Allocation of net (loss) income | $ (4,005) | $ 1,102,090 |
Weighted average shares outstanding, basic | 1,116,256 | 11,983,333 |
Weighted average shares outstanding, Diluted | 1,116,256 | 11,983,333 |
Basic net income (loss) per share | $ 0 | $ 0.09 |
Dilution net income (loss) per share | $ 0 | $ 0.09 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 28, 2023 | Nov. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Deferred underwriting fee payable | 14,700,000 | 14,700,000 | ||
Federal depository insurance coverage amount | 250,000 | |||
Impairment of due from related party | 250,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | ||
Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued to purchase ordinary shares (in shares) | 17,975,000 | |||
Exercise price of warrants | $ 11.50 | |||
Number of shares excluded from computation of diluted earnings per ordinary share | 17,975,000 | 17,975,000 | ||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Temporary equity, shares outstanding | 1,502,180 | 34,500,000 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 21,266,594 | |||
Underwriting fees | 6,000,000 | |||
Deferred underwriting fee payable | 14,700,000 | |||
Other offering costs | $ 566,594 | |||
IPO [Member] | Fee Reduction Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred underwriting fee payable | $ 5,000,000 | |||
Number of shares issued | 500,000 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details Narrative) - IPO [Member] - $ / shares | Nov. 08, 2021 | Dec. 31, 2023 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering, gross (in shares ) | shares | 34,500,000 | |
Shares issued, price per share | $ 10 | $ 10.20 |
Number of shares in a unit | 1 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details Narrative) - Private Placement Warrants [Member] - USD ($) | Jun. 07, 2023 | Nov. 08, 2021 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase shares issued | 725,000 | ||
Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase shares issued | 1,450,000 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 14,500,000 | ||
Exercise price of warrant | $ 11.50 | ||
Private Placement [Member] | Cantor | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase shares issued | 150,000 | ||
Private Placement [Member] | Sponsor [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase shares issued | 1,300,000 | ||
Sale of stock, number of shares issued in transaction | 1,000,000 |
Schedule of Fair Value Non Rede
Schedule of Fair Value Non Redeemable Shares (Details) | May 04, 2023 shares |
Related Party Transactions [Abstract] | |
Discount for lack of marketability | 6.80% |
Stock price as of measurement date | 10.77 |
Probability of transaction | 4.40% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended | |||||||||||||
Jun. 20, 2023 USD ($) $ / shares shares | Jun. 07, 2023 USD ($) $ / shares shares | Jun. 06, 2023 shares | May 04, 2023 $ / shares shares | May 03, 2023 USD ($) $ / shares shares | Jan. 30, 2023 shares | Nov. 08, 2021 USD ($) | Apr. 22, 2021 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 02, 2023 USD ($) | Jun. 28, 2023 $ / shares | Oct. 01, 2021 shares | Aug. 31, 2021 shares | |
Related Party Transaction [Line Items] | ||||||||||||||
Conversion ratio | 1 | |||||||||||||
Borrowings amount | $ 0 | |||||||||||||
Working capital | $ 17,000 | |||||||||||||
Impairment of due from related party | $ 250,000 | |||||||||||||
Proceeds from Other Equity | $ 229,167 | $ 46,139 | ||||||||||||
Notes Payable, Current | 1,631,725 | |||||||||||||
[custom:ConvertibleNotesPayableDiscounts-0] | 275,306 | |||||||||||||
Non cash interest expenses | 256,031 | |||||||||||||
Debt Instrument, Unamortized Discount | 19,274 | |||||||||||||
First Polar Fund Convertible Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate purchase price | $ 66,440 | |||||||||||||
Number of shares issued | shares | 151,000 | |||||||||||||
Proceeds from Other Equity | 520,833 | $ 104,861 | ||||||||||||
Share Price | $ / shares | $ 0.44 | |||||||||||||
Second Polar Fund Convertible Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate purchase price | $ 330,000 | |||||||||||||
Number of shares issued | shares | 750,000 | |||||||||||||
Share Price | $ / shares | $ 0.44 | |||||||||||||
Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Remaining borrowing capacity amount | $ 750,000 | |||||||||||||
Investor [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum borrowing capacity of related party promissory note | 1,500,000 | |||||||||||||
Debt instrument, fee amount | 1,651,000 | |||||||||||||
Subscription Agreement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 151,000 | |||||||||||||
Initial capital contribution | $ 151,000 | |||||||||||||
Second Subscription Agreement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Initial capital contribution | $ 750,000 | $ 750,000 | ||||||||||||
De S P A C [Member] | Subscription Agreement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Initial capital contribution | $ / shares | $ 10 | |||||||||||||
De S P A C [Member] | Second Subscription Agreement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Initial capital contribution | $ / shares | $ 10 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares cancelled | shares | 11,983,333 | |||||||||||||
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued upon conversion | shares | 11,983,333 | |||||||||||||
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common Class A [Member] | Subscription Agreement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 151,000 | |||||||||||||
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan from affiliate | $ 577,500 | |||||||||||||
SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 7,988,889 | |||||||||||||
SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | Public Warrants Transferred Two [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 440,000 | |||||||||||||
SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | Public Warrants Transferred Three [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 20,000 | |||||||||||||
SSVK Associates, LLC [Member] | Private Placement [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 1,000,000 | |||||||||||||
SSVK Associates, LLC [Member] | Common Class A [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 1,000,000 | 7,988,889 | ||||||||||||
Aggregate purchase price | $ / shares | $ 1 | |||||||||||||
Class of warrants | shares | 500,000 | |||||||||||||
Proceeds | $ 3,515,111 | |||||||||||||
SSVK Associates, LLC [Member] | Non Redeemable Ordinary [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 7,988,889 | |||||||||||||
SSVK Associates, LLC [Member] | Public Warrants Transferred One [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Exercise price | $ / shares | $ 0.44 | |||||||||||||
SSVK Associates, LLC [Member] | Public Warrants Transferred Two [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Exercise price | $ / shares | $ 0.04 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock dividend ratio | 0.0195 | 0.3628 | ||||||||||||
Aggregate number of shares owned | shares | 11,754,150 | |||||||||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||
Share dividend | shares | 8,625,000 | |||||||||||||
Aggregate number of shares owned | shares | 11,983,333 | |||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares subject to forfeiture | shares | 1,530,000 | 1,530,000 | ||||||||||||
Promissory Note with Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||||||
Amount of notes payable repaid | $ 121,158 | |||||||||||||
Related Party Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||||||||||
Related Party Loans [Member] | Working capital loans warrant [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Working capital loan | $ 0 | $ 0 | ||||||||||||
Administrative Support Services [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses per month | 10,000 | |||||||||||||
Amount accrued | $ 230,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jun. 20, 2023 | May 04, 2023 | May 03, 2023 | Nov. 08, 2021 | Nov. 05, 2021 | Dec. 31, 2023 | Jun. 28, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Underwriting cash discount per unit | $ 0.20 | |||||||
Aggregate underwriter cash discount | $ 900,000 | |||||||
Deferred underwriting commission fee (per unit) | $ 0.40 | |||||||
Deferred underwriting fee payable | $ 13,800,000 | |||||||
Aggregate deferred underwriting fee payable | 14,700,000 | |||||||
Underwriter cash discount | $ 900,000 | |||||||
Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Purchase Agreement [Member] | Common Class A [Member] | Sponsor [Member] | SSVK Associates, LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 7,988,889 | |||||||
Purchase price | $ 1 | |||||||
Investor [Member] | Subscription Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Initial capital contribution | $ 151,000 | |||||||
Number of shares issued | 151,000 | |||||||
Minimum period for payment in case of liquidation | 5 days | |||||||
Investor [Member] | Subscription Agreement [Member] | Sponsor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Minimum period for receiving spac loan from de-spac closing | 5 days | |||||||
Amount of initial capital considered to issue one share | $ 10 | |||||||
Maximum reasonable attorney fees | $ 5,000 | |||||||
Investor [Member] | Subscription Agreement [Member] | Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 151,000 | |||||||
Ordinary shares, par value (in dollar per share) | $ 0.0001 | |||||||
Investor [Member] | Second Subscription Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Initial capital contribution | $ 750,000 | $ 750,000 | ||||||
Investor [Member] | Second Subscription Agreement [Member] | Sponsor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Minimum period for receiving spac loan from de-spac closing | 5 days | |||||||
Amount of initial capital considered to issue one share | $ 10 | |||||||
Maximum reasonable attorney fees | $ 5,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Underwriting option period | 45 days | |||||||
Sale of units, net of underwriting discounts (in shares) | 4,500,000 | 4,500,000 | 4,500,000 | |||||
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Payment of underwriter discount | $ 6,000,000 | |||||||
Deferred underwriting fee payable | $ 13,800,000 | |||||||
Private Placement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of units, net of underwriting discounts (in shares) | 1,360,000 | |||||||
Private Placement [Member] | Sponsor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of units, net of underwriting discounts (in shares) | 90,000 | |||||||
Private Placement [Member] | Purchase Agreement [Member] | Sponsor [Member] | SSVK Associates, LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 1,000,000 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2023 Integer $ / shares shares | Jun. 28, 2023 $ / shares | Jan. 30, 2023 shares | Dec. 31, 2022 Integer $ / shares shares | |
Class of Stock [Line Items] | ||||
Preference shares , shares authorized | 1,000,000 | 1,000,000 | ||
Preference shares, shares issued | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | ||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Public warrants exercisable term from the closing of the initial public offering | 1 year | |||
Public warrants expiration term | 5 years | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |||
Redemption period | 30 days | |||
Warrant redemption condition minimum share price | $ / shares | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Threshold consecutive trading days for redemption of public warrants | 30 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | Integer | 3 | |||
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60% | |||
Trading period after business combination used to measure dilution of warrant | 20 days | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | ||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued | 13,433,333 | 1,450,000 | ||
Ordinary shares, shares outstanding | 13,433,333 | 47,933,333 | 1,450,000 | |
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 1,502,180 | 34,500,000 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 0 | 0 | 11,983,333 | |
Ordinary shares, shares outstanding | 0 | 0 | 11,983,333 | |
Ordinary shares, vote per share | Integer | 1 | 1 | ||
Ratio to be applied to the stock in the conversion | 25% |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) | Dec. 31, 2023 shares |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants to purchase shares issued | 725,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | [1] | 356,864,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | |||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability- Private Placement Warrants | 29,000 | 7,250 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Treasury Securities | [1] | ||
[1]As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. |
Schedule of Quantitative Inform
Schedule of Quantitative Information in Fair Value Measurements (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 11.13 | 10.33 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 11.50 | 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 5 years 2 months 15 days | 5 years 1 month 6 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 6.50 | 4.40 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 3.77 | 3.91 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 0 | 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Apr. 26, 2024 | Apr. 16, 2024 | Mar. 27, 2024 | Feb. 14, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 28, 2023 | |
Subsequent Event [Line Items] | ||||||||
Cash withdrawn from Trust Account in connection with redemption | $ 342,984,430 | |||||||
Received | 8,835 | $ 129,186 | ||||||
Merger Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sponsor Fees | 2,000,000 | |||||||
Offset value | 500,000 | |||||||
Service fees | 250,000 | |||||||
Merger Agreement [Member] | Sponsor Advisory Service Fee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 500,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash withdrawn from Trust Account in connection with redemption | $ 16,000,000 | |||||||
Subsequent Event [Member] | Merger Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price, per share | $ 10 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Sponsor Fees | $ 250,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 577,500 | |||||||
Subsequent Event [Member] | Merger Agreement [Member] | Tevogen Bio [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Merger agreement share issuable | $ 1,200,000,000 | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Minimum period to file charter amendment | $ 1,432,457 | |||||||
Share price, per share | $ 11.14 | |||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price, per share | $ 5 | |||||||
Aggregate purchase price amount | $ 8,000,000 | |||||||
Received | $ 2,000,000 | |||||||
Conversion of shares | 500,000 | |||||||
Preferred stock voting rights | The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the Series A-1 Preferred Stock in no event to more than 15% per year. | |||||||
Series A One Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate purchase price amount | $ 6,000,000 | $ 6,000,000 | ||||||
Shares purchase amount | $ 2,000,000 | |||||||
Conversion of shares | 600,000 | |||||||
Series A One Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Received | $ 1,200,000 | $ 1,200,000 | ||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares purchase amount | $ 4,200,000 | |||||||
Preferred stock voting rights | The Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter. | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 3,600,000 |