Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 07, 2024 | Jun. 30, 2023 | |
Document Information Line Items | |||
Entity Registrant Name | INCEPTION GROWTH ACQUISITION LIMITED | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 5,588,391 | ||
Entity Public Float | $ 46,355,565.8 | ||
Amendment Flag | true | ||
Amendment Description | Inception Growth Acquisition Limited (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”), to amend its Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”), on February 7, 2024 (the “Original Filing”), to amend and restate the Original Filing with modification as necessary to reflect certain restatements of the Company’s financial statements. The following items have been amended to reflect the restatements:Part II, Item 8. Financial Statements and Supplementary DataIn addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Amendment in connection with this Amendment, and the Company has provided its revised audited financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101. This Amendment does not otherwise update any exhibits as originally filed or previously amended.Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. | ||
Entity Central Index Key | 0001866838 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41134 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2648456 | ||
Entity Address, Address Line One | 875 Washington Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10014 | ||
City Area Code | (315) | ||
Local Phone Number | 636-6638 | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Name | Adeptus Partners, LLC | ||
Auditor Firm ID | 3686 | ||
Auditor Location | Ocean, New Jersey | ||
Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock | |||
Document Information Line Items | |||
Trading Symbol | IGTAU | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable | ||
Security Exchange Name | NASDAQ | ||
Common Stock, par value $0.0001 per share | |||
Document Information Line Items | |||
Trading Symbol | IGTA | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 | |||
Document Information Line Items | |||
Trading Symbol | IGTAW | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 | ||
Security Exchange Name | NASDAQ | ||
Rights, each to receive one-tenth of one share of common stock | |||
Document Information Line Items | |||
Trading Symbol | IGTAR | ||
Title of 12(b) Security | Rights, each to receive one-tenth of one share of common stock | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 60,440 | $ 680,812 |
Prepaid expenses | 161,905 | |
Total current assets | 60,440 | 842,717 |
Cash and investments held in Trust Account | 32,055,202 | 106,052,337 |
TOTAL ASSETS | 32,115,642 | 106,895,054 |
Current liabilities: | ||
Accrued liabilities | 1,278,332 | 119,405 |
Income tax payable | 391,545 | 299,230 |
Total current liabilities | 2,045,884 | 600,470 |
Deferred underwriting compensation | 2,250,000 | 2,250,000 |
TOTAL LIABILITIES | 4,295,884 | 2,850,470 |
Commitments and contingencies | ||
Common stock, subject to possible redemption: 2,950,891 and 10,350,000 shares (at redemption value of $10.86 and $10.25 per share as of December 31, 2023 and 2022), respectively | 32,055,202 | 106,051,986 |
Shareholders’ deficit: | ||
Common stock, $0.0001 par value; 26,000,000 shares authorized; 2,637,500 shares issued and outstanding (excluding 2,950,891 and 10,350,000 shares subject to possible redemption, respectively) | 264 | 264 |
Accumulated deficit | (4,235,708) | (2,007,666) |
Total shareholders’ deficit | (4,235,444) | (2,007,402) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | 32,115,642 | 106,895,054 |
Related Party | ||
Current liabilities: | ||
Note payable – related party | 90,000 | |
Amount due to a related party | $ 286,007 | $ 181,835 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, subject to possible redemption, shares | 2,950,891 | 10,350,000 |
Redemption value, per share (in Dollars per share) | $ 10.86 | $ 10.25 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, shares issued | 2,637,500 | 2,637,500 |
Common stock, shares outstanding | 2,637,500 | 2,637,500 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation, general and administrative expense | $ (1,553,121) | $ (742,265) |
Non-redemption agreement expense | (452,026) | |
Loss from operations | (2,005,147) | (742,265) |
Dividend income | 2,737,549 | 1,217,668 |
Interest income | 299,318 | |
Total other income, net | 2,737,549 | 1,516,986 |
Income before income taxes | 732,402 | 774,721 |
Income taxes | (92,315) | (299,230) |
NET INCOME | $ 640,087 | $ 475,491 |
Basic weighted average shares outstanding (in Shares) | 5,158,683 | 10,035,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.25 | $ 0.07 |
Inception Growth Acquisition Limited | ||
Basic weighted average shares outstanding (in Shares) | 2,637,500 | 2,637,500 |
Basic net income (loss) per share (in Dollars per share) | $ (0.25) | $ (0.08) |
Consolidated Statement of Ope_2
Consolidated Statement of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Diluted weighted average shares outstanding | 5,158,683 | 10,035,000 |
Diluted net income (loss) per share | $ 0.25 | $ 0.07 |
Inception Growth Acquisition Limited | ||
Diluted weighted average shares outstanding | 2,637,500 | 2,637,500 |
Diluted net income (loss) per share | $ (0.25) | $ (0.08) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Deficit - USD ($) | Common stock | Accumulated deficit | Total |
Balance at beginning at Dec. 31, 2021 | $ 264 | $ (966,171) | $ (965,907) |
Balance at beginning (in Shares) at Dec. 31, 2021 | 2,637,500 | ||
Accretion of carrying value to redemption value | (1,516,986) | (1,516,986) | |
Net income | 475,491 | 475,491 | |
Balance at ending at Dec. 31, 2022 | $ 264 | (2,007,666) | (2,007,402) |
Balance at ending (in Shares) at Dec. 31, 2022 | 2,637,500 | ||
Contribution - non-redemption agreement | 452,026 | 452,026 | |
Accretion of carrying value to redemption value | (2,554,640) | (2,554,640) | |
Excise tax payable attributable to redemption of common stock | (765,515) | (765,515) | |
Net income | 640,087 | 640,087 | |
Balance at ending at Dec. 31, 2023 | $ 264 | $ (4,235,708) | $ (4,235,444) |
Balance at ending (in Shares) at Dec. 31, 2023 | 2,637,500 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net income | $ 640,087 | $ 475,491 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Interest income and dividend income earned in cash and investments held in Trust Account | (2,737,549) | (1,516,986) |
Non-redemption agreement expense | 452,026 | |
Change in operating assets and liabilities: | ||
Decrease in prepaid expenses | 161,905 | 242,857 |
Increase (decrease) in accrued liabilities | 393,412 | (356,543) |
Increase in income tax payable | 92,315 | 299,230 |
Net cash used in operating activities | (997,804) | (855,951) |
Cash flows from investing activities | ||
Payment for share redemption | 76,551,424 | |
Proceeds deposited in Trust Account | (400,000) | |
Cash withdrawn from of Trust Account | 583,260 | |
Net cash provided by investing activities | 76,734,684 | |
Cash flows from financing activities | ||
Proceed from promissory note – related party | 90,000 | |
Redemption of common stock | (76,551,424) | |
Advance from a related party | 104,172 | 171,582 |
Net cash (used in) provided by financing activities | (76,357,252) | 171,582 |
NET CHANGE IN CASH | (620,372) | (684,369) |
Cash, beginning of period | 680,812 | 1,365,181 |
Cash, end of period | 60,440 | 680,812 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion of carrying value to redemption value | (2,554,640) | (1,516,986) |
Excise tax payable attributable to redemption of common stock | $ 765,515 |
Organization and Business Backg
Organization and Business Background | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Background [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND Inception Growth Acquisition Limited (the “Company”) is a newly organized blank check company incorporated on March 4, 2021, under the laws of the State of Delaware for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market and shall not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). 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. The Company has selected December 31 as its fiscal year end. IGTA Merger Sub Limited (“Purchaser”) is a company incorporated on September 11, 2023 under the laws of the British Virgin Islands for the purpose of effecting the business combination. Purchaser is wholly owned by the Company. At December 31, 2023, the Company had not yet commenced any operations. All activities through December 31, 2023 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”) and the evaluation of Business Combination candidates. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s Initial Public Offering became effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 10,350,000 ordinary units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,350,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $103,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,721,250 Warrants (the “Private Warrants”) at a price of $1.00 per warrant in a private placement to Soul Venture Partners LLC (the “Sponsor”), generating gross proceeds of $4,721,250, which is described in Note 5. Transaction costs amounted to $4,495,197, consisting of $1,811,250 of underwriting fees, $2,250,000 of deferred underwriting fees and $433,947 of other offering costs. Trust Account Following the closing of the Initial Public Offering and exercise of the over-allotment option on December 13, 2021, the aggregate amount of 104,535,000 ($10.10 per Public Unit) held in Trust Account was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.86 per Public Share) in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 10). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The common stock was recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “stockholders”) and the underwriters will agree (a) to vote their Founder Shares, the common stock included in the Private Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. On March 3, 2023, the Company and Sponsor entered into non-redemption agreements (“Non-Redemption Agreement”) with unaffiliated third parties in exchange for such third party agreeing not to redeem an aggregate of 400,000 shares of the Company’s common stock sold in its Initial Public Offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the Trust Account established in connection with the Company’s Initial Public Offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 120,000 shares of the Founder Shares held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. The Company has waived the transfer restrictions set forth in the Letter Agreement dated December 8, 2021, between the Company and Sponsor (the “Letter Agreement”), regarding the transfers of the shares contemplated by the Non-Redemption Agreement. Pursuant to the Underwriting Agreement, dated as of December 8, 2021, by and between the Company and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). EF Hutton has consented in writing to waive the transfer restrictions set forth in Sections 15 and 18 of the Letter Agreement in connection to the transfers of the shares contemplated by the Non-Redemption Agreements. On March 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 2,100,000 shares of the Common Stock sold in its Initial Public Offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the Trust Account established in connection with the Company’s Initial Public Offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 630,000 shares of the Founder Shares held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 7, 2023, the Company and the Sponsor entered into additional Non-Redemption Agreements with certain unaffiliated third parties in exchange for such parties agreeing not to redeem an aggregate of 625,000 shares of the common stock sold in its Initial Public Offerings (“Non-Redeemed Shares in connection with the Meeting to consider and approve, among other things, the Trust Amendment Proposal to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the Trust Account established in connection with the Company’s Initial Public Offering.”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 187,500 shares of the Founder Shares held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 8, 2023, the Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 1,200,000 shares of the Common Stock sold in its Initial Public Offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the Trust Account established in connection with the Company’s Initial Public Offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 360,000 shares of the Founder Shares held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On June 13, 2023, 1,271,510 shares of common stock were transferred by the Sponsor in connection with the Non-Redemption Agreements. The Company performed a valuation of the shares of common stock the Sponsor agreed to transfer to the non-redeeming third parties and determined the shares had a value of $452,026. On March 13, 2023, in connection with the stockholders vote at the Annual Meeting, 5,873,364 shares were redeemed by certain shareholders at a price of approximately $10.29 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $60,411,251. The amount was paid on April 4, 2023. On March 13, 2023, the Company entered into an amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company, allowing to extend the time available for us to consummate an initial business combination for an additional six (6) months from March 13, 2023 to September 13, 2023 without having to make any extension payment. On March 13, 2023, the Company decided to extend the available time to complete a business combination for an additional six (6) months from March 13, 2023 to September 13, 2023. Public stockholders were not offered the opportunity to vote on or redeem their shares in connection with any such extension. On June 12, 2023, the Company has entered into a binding letter of intent (“LOI”) for a business combination with AgileAlgo Pte Ltd. (“AgileAlgo”). AgileAlgo is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. Porche Capital Ltd is acting as AgileAlgo’s business advisor in the proposed business combination. Under the terms of the LOI, the Company and AgileAlgo would become a combined entity, with AgileAlgo’s existing equity holders rolling 100% of their equity into the combined public company. On September 8, 2023, the Company filed an amended and restated memorandum and articles of association (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to June 13, 2024. On September 8, 2023, the Company entered into an amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company, allowing to extend the time available for us to consummate an initial business combination for an additional nine (9) months from September 13, 2023 to June 13, 2024 by depositing into the Trust Account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock issued in the IPO. On each of September 8, 2023, October 8, 2023, November 1, 2023, November 29, 2023, January 4, 2024 and February 5, 2024, the Company deposited $100,000 into the Trust Account in order to extend the amount of time it has available to complete a business combination until March 13, 2024. On September 8, 2023, in connection with the stockholders vote at the Annual Meeting, 1,525,745 shares were redeemed by certain shareholders at a price of approximately $10.58 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $16,140,173. The amount was fully settled on October 3, 2023. On September 12, 2023, the Company entered into that certain business combination agreement with Purchaser, AgileAlgo Holdings Limited, a British Virgin Islands business company (“AgileAlgo Holdings”), and certain shareholders of AgileAlgo (the “Signing Sellers”), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo Holdings (together with the Signing Sellers, the “Sellers”) in one or more joinder agreements, (collectively, the “Joinder Agreements”) (such agreement together with the Joinder Agreements, as it may be amended from time to time, the “Business Combination Agreement”), which provides for a business combination between the Company and AgileAlgo Holdings (the “Business Combination”). Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) first the Company will merge with and into Purchaser, with Purchaser remaining as the surviving publicly traded entity and a British Virgin Islands business company (the “Redomestication Merger”); and (ii) immediately after the Redomestication Merger, the Sellers will exchange their ordinary shares of AgileAlgo Holdings for ordinary shares of Purchaser. Upon the Redomestication Merger becoming effective, Purchaser shall pay an aggregate consideration of $160,000,000 (the “Merger Consideration”) to AgileAlgo Holdings’ shareholders, which shall be issued and divided into $10.00 per Ordinary Share of Purchaser (the “Merger Consideration Shares”). Twelve and one-half percent (12.5%) of the Merger Consideration Shares otherwise to be delivered to the Sellers at the Closing (which would be two million (2,000,000) shares valued at Twenty Million U.S. Dollars ($20,000,000) if 100% of the Company shareholders become Sellers under the Business Combination Agreement) (together with earnings thereon, the “Earnout Shares”) will be set aside in escrow and held by a third-party escrow agent at the closing of the Business Combination (the “Closing”), subject to vesting and forfeiture if the consolidated gross revenues of Purchaser and its subsidiaries during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Revenues”) do not equal or exceed Fifteen Million U.S. Dollars ($15,000,000), based on a sliding scale where all of such Earnout Shares will be forfeited by the Sellers if the Revenues do not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). Purchaser will cancel any Earnout Shares that are forfeited by the Sellers. The Sellers will have all voting rights in respect to the Earnout Shares while they are held in escrow, but dividend, distributions and other earnings on the Earnout Shares while the Earnout Shares are held in escrow will be retained in the escrow account and distributed either to the Sellers or Purchaser along with the underlying Earnout Shares. Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and going concern As of December 31, 2023, the Company had cash balance of $60,440 and working capital deficit of $1,985,444. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs to execute its intended initial Business Combination in the next twelve months from the date of the issuance of the accompanying unaudited condensed consolidated financial statements. The Company initially had 15 months from the consummation of it’s Initial Public Offering to consummate the initial business combination. If the Company does not complete a business combination within 15 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months from the consummation of the Initial Public Offering to complete a business combination). As of the date of this report, the Company has extended 6 times by an additional 1 month each time, and so it now has until March 13, 2024 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees must deposit into the Trust Account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock issued in the IPO, on or prior to the date of the applicable deadline. On each of September 8, 2023, October 5, 2023, November 1, 2023, November 29, 2023, January 4, 2024 and February 5, 2024, the Company has deposited in an amount of $100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until March 13, 2024. If Company is unable to consummate the Company’s initial business combination by March 13, 2024 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months following the date these consolidated financial statements were issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). ● Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiary. All significant intercompany transactions and balances between the Company and its subsidiary is eliminated upon consolidation. Subsidiary are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchase”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of usin g the extended transition period difficult or impossible because of the potential differences in accounting standards used. ● Use of estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. ● Cash 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 not have any cash equivalents as of December 31, 2023 and 2022. ● Cash and investment held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying statement of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 815, “Derivatives and Hedging” For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity. ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2023 and 2022, 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. ● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, or (iii) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In certain cases the input used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The carrying values of cash and cash equivalents, and other current assets, accrued expenses, due to the Sponsor are estimated to approximate their fair values as of December 31, 2023 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. ● Income taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rate was 12.6% and 38.6% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ● New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Shareholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the shareholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. There will certainly need to be more clarity from the Internal Revenue Service on the application of the excise tax to SPAC redemptions. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. For the years ended December 31, 2023 and 2022, the Company has incurred $765,515 and $0, respectively. ● Net income (loss) per share The Company calculates net loss per share in accordance with ASC 260, “Earnings per Share” The net income (loss) per share presented in the statement of operations is based on the following: For the For the December 31, December 31, Net income $ 640,087 $ 475,491 Accretion of carrying value to redemption value (2,554,640 ) (1,516,986 ) Net loss including accretion of carrying value to redemption value $ (1,914,553 ) $ (1,041,495 ) For the Year ended For the Year ended December 31, Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,266,847 ) $ (647,706 ) $ (829,988 ) $ (211,507 ) Accretion of carrying value to redemption value 2,554,640 - 1,516,986 - Allocation of net income (loss) $ 1,287,793 $ (647,706 ) $ 686,998 $ (211,507 ) Denominators: Weighted-average shares outstanding 5,158,683 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.25 $ (0.25 ) $ 0.07 $ (0.08 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company or the party have the ability, directly or indirectly, to control the Company or other party or exercise significant influence over the Company or other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 3 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the initial issuance of the Company’s 2022 financial statements on April 14, 2023, management concluded that the previously issued audited financial statements for the year ended December 31, 2022 should be restated to correct the following errors: (i) Adjustment: Decrease the deferred underwriting compensation to the maximum allowed by the underwriting agreement The adjustment above had no impact on the Company’s cash position, revenues, earnings per share, or liquidity. The error has been corrected by restating each of the affected financial statement line items for the year ended December 31, 2022. Management has evaluated the materiality of this correction to its prior period financial statements from a quantitative and qualitative perspective and has concluded that this change was not material to any prior annual or interim period. The following tables summarize the effects of the restatement on the Company’s 2022 annual audited financial statements: As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2022 Deferred underwriting compensation $ 2,587,500 $ (337,500 ) $ 2,250,000 Accumulated deficit (2,345,166 ) (337,500 ) (2,007,666 ) Total shareholders’ deficit (2,344,902 ) (337,500 ) (2,007,402 ) Statement of changes in shareholder’s equity as of December 31, 2022 Balance as of January 1, 2022 (restated) – accumulated deficit (1,303,671 ) (337,500 ) (966,171 ) Balance as of January 1, 2022 (restated) – total shareholders’ deficit (1,303,407 ) (337,500 ) (965,907 ) Balance as of December 31, 2022 (restated) – accumulated deficit (2,345,166 ) (337,500 ) (2,007,666 ) Balance as of January 1, 2022 (restated) – total shareholders’ deficit (2,344,902 ) (337,500 ) (2,007,402 ) |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,350,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,350,000 Public Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one-half (1/2) of one redeemable warrant (“Public Warrant”) and one right (“Public Right”) to receive one-tenth (1/10) of one share of common stock. Each Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per whole share. All of the 10,350,000 (including over-allotment shares) Public Shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stocks subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2023 and 2022, the shares of common stock reflected on the unaudited condensed consolidated balance sheet are reconciled in the following table. Amount Gross proceeds $ 103,500,000 Less: Proceeds allocated Public Warrants (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) Offering costs of Public Shares (2,511,906 ) Plus: Accretion of carrying value to redemption value - 2021 13,538,880 Accretion of carrying value to redemption value - 2022 1,516,986 Common stock subject to possible redemption as of December 31, 2022 106,051,986 Accretion of carrying value to redemption value - 2023 2,554,640 Share redemption (76,551,424 ) Common stock subject to possible redemption as of December 31, 2023 $ 32,055,202 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 4,721,250 Warrants at a price of $1.00 per Warrant, ($4,721,250 in the aggregate), in a private warrant that occurred simultaneously with the closing of the Initial Public Offering (the “Private Warrants”). Each Private Warrant is exercisable to purchase one share of common stock at a price of $11.50 per whole share. The Private Warrants may only be exercised for a whole number of shares. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On March 4, 2021, the Company issued an aggregate of 2,587,500 shares of common stock (“Founder shares”) to the initial shareholder for an aggregate purchase price of $25,000. On December 13, 2021, the Company issued an aggregate of 50,000 shares of common stock not subject to redemption to the underwriter. Advance from a Related Party As of December 31, 2023 and 2022, the Company had a temporary advance of $286,007 and $181,835 from the Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment. Administrative Services Agreement The Company is obligated, commencing from March 4, 2021, to pay Soul Venture Partners LLC a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. Promissory Note — Related Party On November 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon the closing of a business combination by the Company. In the event that the Company does not complete an initial business combination by March As of December 31, 2023 and 2022, the Sponsor had advanced the Company an aggregate amount of $90,000 and $0, respectively. Related Party Extensions Loan The Company initially had 15 months from the consummation of this offering to consummate the initial business combination. On September 8, 2023 at a special meeting of stockholders, the Company’s stockholders approved an amendment of the Company’s certificate of incorporation and a further amendment to the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, such that the Company has the right to extend the date by which it has to consummate a business combination by nine times for an additional one (1) month each time from September 13, 2023 to June 13, 2024 by depositing into the trust account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed for each one-month extension. On each of September 8, 2023, October 5, 2023, November 1, 2023, November 29, 2023, January 4, 2024 and February 5, 2024, the Company has deposited in an amount of $100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until March 13, 2024. Non-redemption Agreements The Sponsor entered into Non-Redemption Agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on March 13, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 1,297,500 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 1,297,500 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-Redemption Agreement to be $452,026 or $0.35 per share. The fair value was determined using the probability of a successful Business Combination of 4%, a discount for lack or marketability of 15.5%, and the average value per shares as of the valuation date of $10.30 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T. On June 13, 2023, 1,271,510 shares of common stock were transferred by the Sponsor in connection with the Non-Redemption Agreements. Related Party Loans In order to finance transaction costs in connection with a Business Combination, , 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. 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 $1,000,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. No Working Capital Loans were issued or outstanding as of December 31, 2023 and December 31, 2022. |
Shareholder_s Equity
Shareholder’s Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholder’s Equity [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 7 — SHAREHOLDER’S EQUITY Common stocks The Company is authorized to issue 26,000,000 shares of common stock at par value $0.0001. Holders of the Company’s common stocks are entitled to one vote for each share. As of December 31, 2023 and 2022, 2,637,500 shares of common stocks were issued and outstanding, excluding 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively. Rights Each holder of a Public Right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of Public Right in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Right to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its Public Right in order to receive 1/10 share underlying each Public Right (without paying additional consideration). The shares issuable upon exchange of the Public Right will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Right will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Right, and the Public Right will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Public Right. Accordingly, the Public Right may expire worthless. Warrants The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 15 months (or up to 21 months, if we extend the time to complete a business combination) from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 52 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 30 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants are identical to the Public Warrants underlying the Public Units being sold in the Initial Public Offering, except that the Private Warrants and the common stock 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 on a cashless basis and will 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. 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 exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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 respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income Tax | NOTE 8 — INCOME TAX As of December 31, 2023 and 2022, the Company’s net deferred tax assets are as follows: December 31, 2023 2022 Deferred tax asset: Organizational costs/Startup expenses $ 283,315 $ 174,750 Net operating loss - - Total deferred tax asset 283,315 174,750 Valuation allowance (283,315 ) (174,750 ) Deferred tax asset, net of allowance $ - $ - The income tax provision for the years ended December 31, 2023 and 2022, consists of the following: As of December 31, 2023 2022 Federal Current $ 262,370 $ 299,230 Deferred (108,565 ) (136,538 ) State and Local Current — — Deferred — — Change in valuation allowance 108,565 136,538 Change in prior year tax estimate (170,055 ) — Income tax provision $ 92,315 $ 299,230 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amount become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At the years ended December 31, 2023 and 2022, the change in valuation allowance was $108,565 and $136,538. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022, consists of the following: December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance 14.8 % 17.6 % Adjustment to prior year taxes (23.2 )% - % Effective Tax Rate 12.6 % 38.6 % The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023, primarily due to the change in prior year taxes and valuation allowance on the deferred tax assets. The effective tax rate differs from the statutory tax rate of 21% for years ended December 31, 2022, primarily due to the valuation allowance on the deferred tax assets. As of December 31, 2023 and 2022, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [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 table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as December 31, Quoted Significant Other Significant Description 2023 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 32,055,202 $ 32,055,202 $ - $ - December 31, Quoted Significant Other Significant Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - * included in cash and investments held in Trust Account on the Company’s consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 13, 2021 the holders of the Founder Shares, Private Warrants (and their underlying securities) and any securities of the Company’s initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this Initial Public Offering. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) or loans to extend the life can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company is committed to pay the Deferred Offering Costs of the Initial Public Offering, to the underwriter upon the Company’s consummation of the business combination. The Deferred Offering Costs can be paid in cash. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events” On January 4, 2024, the Company deposited $100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until February 13, 2024. On January 24, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $420,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon the closing of a business combination by the Company. On February 5, 2024, the Company deposited $100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until March 13, 2024. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of consolidation | ● Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiary. All significant intercompany transactions and balances between the Company and its subsidiary is eliminated upon consolidation. Subsidiary are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchase”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company |
Emerging growth company | ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of usin g the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | ● Use of estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. |
Cash | ● Cash 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 not have any cash equivalents as of December 31, 2023 and 2022. |
Cash and investment held in trust account | ● Cash and investment held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying statement of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. |
Warrant accounting | ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 815, “Derivatives and Hedging” For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity. |
Common stock subject to possible redemption | ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2023 and 2022, 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. |
Offering costs | ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. |
Fair value of financial instruments | ● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, or (iii) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In certain cases the input used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The carrying values of cash and cash equivalents, and other current assets, accrued expenses, due to the Sponsor are estimated to approximate their fair values as of December 31, 2023 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. |
Income taxes | ● Income taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rate was 12.6% and 38.6% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. |
New Law and Changes | ● New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Shareholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the shareholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. There will certainly need to be more clarity from the Internal Revenue Service on the application of the excise tax to SPAC redemptions. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. For the years ended December 31, 2023 and 2022, the Company has incurred $765,515 and $0, respectively. |
Net income (loss) per share | ● Net income (loss) per share The Company calculates net loss per share in accordance with ASC 260, “Earnings per Share” The net income (loss) per share presented in the statement of operations is based on the following: For the For the December 31, December 31, Net income $ 640,087 $ 475,491 Accretion of carrying value to redemption value (2,554,640 ) (1,516,986 ) Net loss including accretion of carrying value to redemption value $ (1,914,553 ) $ (1,041,495 ) For the Year ended For the Year ended December 31, Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,266,847 ) $ (647,706 ) $ (829,988 ) $ (211,507 ) Accretion of carrying value to redemption value 2,554,640 - 1,516,986 - Allocation of net income (loss) $ 1,287,793 $ (647,706 ) $ 686,998 $ (211,507 ) Denominators: Weighted-average shares outstanding 5,158,683 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.25 $ (0.25 ) $ 0.07 $ (0.08 ) |
Related parties | ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company or the party have the ability, directly or indirectly, to control the Company or other party or exercise significant influence over the Company or other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of credit risk | ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent accounting pronouncements | ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Unaudited Consolidated Financial Statements | The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchase”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the statement of operations is based on the following: For the For the December 31, December 31, Net income $ 640,087 $ 475,491 Accretion of carrying value to redemption value (2,554,640 ) (1,516,986 ) Net loss including accretion of carrying value to redemption value $ (1,914,553 ) $ (1,041,495 ) |
Schedule of Basic and Diluted Net Income (Loss) Per Share | For the Year ended For the Year ended December 31, Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,266,847 ) $ (647,706 ) $ (829,988 ) $ (211,507 ) Accretion of carrying value to redemption value 2,554,640 - 1,516,986 - Allocation of net income (loss) $ 1,287,793 $ (647,706 ) $ 686,998 $ (211,507 ) Denominators: Weighted-average shares outstanding 5,158,683 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.25 $ (0.25 ) $ 0.07 $ (0.08 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements | The following tables summarize the effects of the restatement on the Company’s 2022 annual audited financial statements: As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2022 Deferred underwriting compensation $ 2,587,500 $ (337,500 ) $ 2,250,000 Accumulated deficit (2,345,166 ) (337,500 ) (2,007,666 ) Total shareholders’ deficit (2,344,902 ) (337,500 ) (2,007,402 ) Statement of changes in shareholder’s equity as of December 31, 2022 Balance as of January 1, 2022 (restated) – accumulated deficit (1,303,671 ) (337,500 ) (966,171 ) Balance as of January 1, 2022 (restated) – total shareholders’ deficit (1,303,407 ) (337,500 ) (965,907 ) Balance as of December 31, 2022 (restated) – accumulated deficit (2,345,166 ) (337,500 ) (2,007,666 ) Balance as of January 1, 2022 (restated) – total shareholders’ deficit (2,344,902 ) (337,500 ) (2,007,402 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of the Shares of Common Stock Reflected on the Balance Sheet | As of December 31, 2023 and 2022, the shares of common stock reflected on the unaudited condensed consolidated balance sheet are reconciled in the following table. Amount Gross proceeds $ 103,500,000 Less: Proceeds allocated Public Warrants (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) Offering costs of Public Shares (2,511,906 ) Plus: Accretion of carrying value to redemption value - 2021 13,538,880 Accretion of carrying value to redemption value - 2022 1,516,986 Common stock subject to possible redemption as of December 31, 2022 106,051,986 Accretion of carrying value to redemption value - 2023 2,554,640 Share redemption (76,551,424 ) Common stock subject to possible redemption as of December 31, 2023 $ 32,055,202 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Company’s Net Deferred Tax Assets | As of December 31, 2023 and 2022, the Company’s net deferred tax assets are as follows: December 31, 2023 2022 Deferred tax asset: Organizational costs/Startup expenses $ 283,315 $ 174,750 Net operating loss - - Total deferred tax asset 283,315 174,750 Valuation allowance (283,315 ) (174,750 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of Income Tax Provision | The income tax provision for the years ended December 31, 2023 and 2022, consists of the following: As of December 31, 2023 2022 Federal Current $ 262,370 $ 299,230 Deferred (108,565 ) (136,538 ) State and Local Current — — Deferred — — Change in valuation allowance 108,565 136,538 Change in prior year tax estimate (170,055 ) — Income tax provision $ 92,315 $ 299,230 |
Schedule of Federal Income Tax Rate to the Company’s Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022, consists of the following: December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance 14.8 % 17.6 % Adjustment to prior year taxes (23.2 )% - % Effective Tax Rate 12.6 % 38.6 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as December 31, Quoted Significant Other Significant Description 2023 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 32,055,202 $ 32,055,202 $ - $ - December 31, Quoted Significant Other Significant Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - * included in cash and investments held in Trust Account on the Company’s consolidated balance sheets. |
Organization and Business Bac_2
Organization and Business Background (Details) - USD ($) | 12 Months Ended | |||||||||||||||||
Sep. 12, 2023 | Sep. 08, 2023 | Mar. 13, 2023 | Mar. 07, 2023 | Dec. 13, 2021 | Dec. 31, 2023 | Feb. 05, 2024 | Jan. 04, 2024 | Nov. 29, 2023 | Nov. 01, 2023 | Oct. 08, 2023 | Oct. 05, 2023 | Jun. 13, 2023 | Jun. 12, 2023 | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | Dec. 31, 2022 | |
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
Gross proceeds | $ 103,500,000 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||||||||||||
Gross proceeds | $ 4,721,250 | |||||||||||||||||
Transaction costs | 4,495,197 | |||||||||||||||||
Deferred underwriting fees | 1,811,250 | |||||||||||||||||
Deferred underwriting fees | 2,250,000 | |||||||||||||||||
Other offering costs | $ 433,947 | |||||||||||||||||
Public unit shares (in Shares) | 10.1 | |||||||||||||||||
Fair market value percentage | 80% | |||||||||||||||||
Percentage of outstanding voting securities | 50% | |||||||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||||||
Public shares percentage | 15% | |||||||||||||||||
Trust account public per shares (in Dollars per share) | $ 10.86 | |||||||||||||||||
Aggregate shares (in Shares) | 187,500 | 360,000 | 630,000 | 120,000 | ||||||||||||||
Non redeemed shares (in Shares) | 1,525,745 | 625,000 | ||||||||||||||||
Shares value | $ 452,026 | |||||||||||||||||
Redeemed shares (in Shares) | 5,873,364 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10.29 | |||||||||||||||||
Aggregate amount | $ 60,411,251 | |||||||||||||||||
Equity shareholders percentage | 100% | |||||||||||||||||
Deposits in trust account | $ 100,000 | |||||||||||||||||
Amount deposited in trust account | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||
Price per unit (in Dollars per share) | $ 10.58 | $ 10.1 | ||||||||||||||||
Aggregate amount | $ 16,140,173 | |||||||||||||||||
Percentage of consideration shares | 12.50% | |||||||||||||||||
Forfeited amount | $ 15,000,000 | |||||||||||||||||
Cash balance | 60,440 | $ 680,812 | ||||||||||||||||
Working capital deficit | 1,985,444 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 1,271,510 | |||||||||||||||||
Shares value | ||||||||||||||||||
Liquidity and Going Concern [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Amount deposited in trust account | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||
Cash balance | $ 60,440 | |||||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Initial Public Offering (in Shares) | 10,350,000 | |||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 0.04 | $ 0.04 | ||||||||||||||||
Number of warrants issued (in Shares) | 4,721,250 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||||||||||||
Common stock sold (in Shares) | 1,200,000 | 2,100,000 | 400,000 | |||||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | ||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Initial Public Offering (in Shares) | 1,350,000 | |||||||||||||||||
Trust account | $ 104,535,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | ||||||||||||||||
Amount deposited in trust account | 100,000 | 100,000 | ||||||||||||||||
Subsequent Event [Member] | Liquidity and Going Concern [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Amount deposited in trust account | $ 100,000 | $ 100,000 | ||||||||||||||||
Business Combination [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 0.04 | |||||||||||||||||
Aggregate consideration | $ 160,000,000 | |||||||||||||||||
Ordinary share price (in Dollars per share) | $ 10 | |||||||||||||||||
Business combination consideration shares (in Shares) | (2,000,000) | |||||||||||||||||
Business combination consideration amount | $ 20,000,000 | |||||||||||||||||
Percentage of shares shareholders holds | 100% | |||||||||||||||||
Forfeited amount | $ 7,500,000 | |||||||||||||||||
Business combination, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | |||||||||||||||||
Percentage of outstanding shares redeemed | 100% | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares value | $ 452,026 | |||||||||||||||||
Soul Venture Partners LLC [Member] | Initial Public Offering [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Number of warrants issued (in Shares) | 4,721,250 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |||
Common stock subject to possible redemption (in Shares) | 2,950,891 | 10,350,000 | |
Tax rate percentage | 12.60% | 38.60% | |
Statutory tax rate percentage | 21% | 21% | |
Excise tax rate | 1% | 1% | |
Excise tax payable attributable to redemption of common stock (in Dollars) | $ 765,515 | $ 0 | |
Aggregate purchase of private warrants shares (in Shares) | 9,896,250 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Unaudited Consolidated Financial Statements - IGTA Merger Sub Limited (“Purchase”) [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Unaudited Consolidated Financial Statements [Line Items] | |
Background | A British Virgin Islands company Incorporated on September 11, 2023 |
Ownership | 100% Owned by the Company |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Income (Loss) Per Share [Abstract] | |||
Net income | $ 640,087 | $ 475,491 | |
Accretion of carrying value to redemption value | (2,554,640) | (1,516,986) | $ (13,538,880) |
Net loss including accretion of carrying value to redemption value | $ (1,914,553) | $ (1,041,495) |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (1,266,847) | $ (829,988) |
Accretion of carrying value to redemption value | 2,554,640 | 1,516,986 |
Allocation of net income (loss) | $ 1,287,793 | $ 686,998 |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 5,158,683 | 10,350,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.25 | $ 0.07 |
Non-Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (647,706) | $ (211,507) |
Accretion of carrying value to redemption value | ||
Allocation of net income (loss) | $ (647,706) | $ (211,507) |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 2,637,500 | 2,637,500 |
Basic net income (loss) per share (in Dollars per share) | $ (0.25) | $ (0.08) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Ordinary Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ 0.25 | $ 0.07 |
Non-Redeemable Ordinary Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ (0.25) | $ (0.08) |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Previously Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Deferred underwriting compensation | $ 2,587,500 | |
Accumulated deficit | (2,345,166) | |
Total shareholders’ deficit | (2,344,902) | $ (1,303,407) |
Previously Reported [Member] | Accumulated Deficit [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Total shareholders’ deficit | (2,345,166) | (1,303,671) |
Adjustment [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Deferred underwriting compensation | (337,500) | |
Accumulated deficit | (337,500) | |
Total shareholders’ deficit | (337,500) | (337,500) |
Adjustment [Member] | Accumulated Deficit [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Total shareholders’ deficit | (337,500) | (337,500) |
As Since The Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Deferred underwriting compensation | 2,250,000 | |
Accumulated deficit | (2,007,666) | |
Total shareholders’ deficit | (2,007,402) | (965,907) |
As Since The Restated [Member] | Accumulated Deficit [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Company’s Annual Audited Financial Statements [Line Items] | ||
Total shareholders’ deficit | $ (2,007,666) | $ (966,171) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 08, 2023 | Dec. 31, 2022 | Dec. 13, 2021 | |
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 2,950,891 | 10,350,000 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 10,350,000 | |||
Price per share (in Dollars per share) | $ 0.04 | $ 0.04 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 1,350,000 | |||
Common Stock [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 11.5 | |||
Public Shares [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 10,350,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of the Shares of Common Stock Reflected on the Balance Sheet - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of the Shares of Common Stock Reflected on the Balance Sheet [Abstract] | |||
Gross proceeds | $ 103,500,000 | ||
Less: | |||
Proceeds allocated Public Warrants | (2,572,990) | ||
Proceeds allocated Public Rights | (7,418,984) | ||
Offering costs of Public Shares | (2,511,906) | ||
Plus: | |||
Accretion of carrying value to redemption value | 2,554,640 | $ 1,516,986 | $ 13,538,880 |
Share redemption | (76,551,424) | ||
Common stock subject to possible redemption | $ 32,055,202 | $ 106,051,986 |
Private Placement (Details)
Private Placement (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Sep. 08, 2023 | |
Initial Public Offering [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate of purchase | 4,721,250 | |
Warrant price per share | $ 1 | |
Price per share | $ 0.04 | $ 0.04 |
Private Placement Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of warrants | 4,721,250 | |
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||||||||||
Jun. 13, 2023 | Dec. 13, 2021 | Mar. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 05, 2024 | Jan. 04, 2024 | Nov. 29, 2023 | Nov. 17, 2023 | Nov. 01, 2023 | Oct. 08, 2023 | Oct. 05, 2023 | Sep. 08, 2023 | |
Related Party Transactions [Line Items] | |||||||||||||
Aggregate of founder shares (in Shares) | 9,896,250 | ||||||||||||
Deposits in trust account | $ 100,000 | ||||||||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Amount deposited in trust account | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Non-Redemption agreement amount | $ 452,026 | ||||||||||||
Non-Redemption agreement per share (in Dollars per share) | $ 0.35 | ||||||||||||
Average value per share (in Dollars per share) | $ 10.3 | ||||||||||||
Working capital loans | $ 1,000,000 | ||||||||||||
Warrants price per shares (in Dollars per share) | $ 1 | ||||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Non-Redemption agreement amount | |||||||||||||
Shares of common stock (in Shares) | 1,271,510 | ||||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Aggregate of founder shares (in Shares) | 2,587,500 | ||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Transfer of non redeeming share (in Shares) | 1,297,500 | ||||||||||||
Non-Redemption agreement amount | $ 452,026 | ||||||||||||
Underwriter [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Aggregate of founder shares (in Shares) | 50,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Unsecured promissory note | $ 200,000 | ||||||||||||
Aggregate amount | $ 90,000 | $ 0 | |||||||||||
Transfer of non redeeming share (in Shares) | 1,297,500 | ||||||||||||
Initial Public Offering [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | |||||||||||
Shares issued price per share (in Dollars per share) | $ 0.04 | $ 0.04 | |||||||||||
Warrants price per shares (in Dollars per share) | 1 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | |||||||||||
Amount deposited in trust account | $ 100,000 | $ 100,000 | |||||||||||
Business Combination [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Shares issued price per share (in Dollars per share) | $ 0.04 | ||||||||||||
Business combination percentage | 4% | ||||||||||||
Business Combination [Member] | Discount for Lack or Marketability [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Business combination percentage | 15.50% | ||||||||||||
Related Party [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Temporary advance amount | $ 286,007 | $ 181,835 | |||||||||||
Soul Venture Partners LLC [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
General and administrative services | $ 10,000 |
Shareholder_s Equity (Details)
Shareholder’s Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholder’s Equity [Abstract] | |||
Common stock, shares authorized | 26,000,000 | 26,000,000 | 26,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | ||
Common stock, shares outstanding | 2,637,500 | 2,637,500 | 2,637,500 |
Common stock, shares issued | 2,637,500 | 2,637,500 | 2,637,500 |
Common stock subject to possible redemption | 2,950,891 | 2,950,891 | 10,350,000 |
Warrants expire | 5 years | 5 years | |
Warrants, description | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ●at any time while the Public Warrants are exercisable, ●upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ●if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 30 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ●if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Abstract] | ||
Change in valuation allowance | $ 108,565 | $ 136,538 |
Statutory tax rate | 21% | 21% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Company’s Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Company’s Net Deferred Tax Assets [Abstract] | ||
Organizational costs/Startup expenses | $ 283,315 | $ 174,750 |
Net operating loss | ||
Total deferred tax asset | 283,315 | 174,750 |
Valuation allowance | (283,315) | (174,750) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 262,370 | $ 299,230 |
Deferred | (108,565) | (136,538) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 108,565 | 136,538 |
Change in prior year tax estimate | (170,055) | |
Income tax provision | $ 92,315 | $ 299,230 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Federal Income Tax Rate to the Company’s Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Federal Income Tax Rate to the Company’s Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in valuation allowance | 14.80% | 17.60% |
Adjustment to prior year taxes | (23.20%) | |
Effective Tax Rate | 12.60% | 38.60% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | $ 32,055,202 | $ 106,047,848 |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | 32,055,202 | 106,047,848 |
Significant Other Observable Inputs (Level 2) [Member] | |||
Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Schedule of Assets and Liabilities were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
[1]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 05, 2024 | Jan. 24, 2024 | Jan. 04, 2024 |
Subsequent Events (Details) [Line Items] | |||
Company deposited amount | $ 100,000 | $ 100,000 | |
Unsecured promissory note | $ 420,000 |