Pegasus Digital Mobility Acquisition Corp - Ordinary Shares (PGSS) 10-K29 Mar 242023 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-40945
Entity Registrant Name	PEGASUS DIGITAL MOBILITY ACQUISITION CORP.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1596591
Entity Address, Address Line One	71 Fort Street
Entity Address, Address Line Two	Grand Cayman
Entity Address, City or Town	George Town
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	KY1-1106
City Area Code	345
Local Phone Number	769-4000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	true
Entity Public Float			$ 76,670,127
Entity Central Index Key	0001861541
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Auditor Name	BDO USA, P.C.
Auditor Firm ID	243
Auditor Location	New York
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
Trading Symbol	PGSS.U
Security Exchange Name	NYSE
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	PGSS.WS
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Document and Entity Information
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	PGSS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		4,500,017
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		5,625,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 341,872	$ 428,967
Prepaid expenses	53,599	61,381
Total current assets	395,471	490,348
Non-current assets:
Cash and Marketable Securities held in Trust Account	50,081,776	230,595,291
Total non-current assets	50,081,776	230,595,291
Total Assets	50,477,247	231,085,639
Current liabilities:
Accounts payable	1,045,812	297,739
Accrued expenses	2,756,930	469,749
Due to related party	369,472	200,530
Promissory note - related party	6,920,390
Total current liabilities	11,092,604	968,018
Non-current liabilities:
Warrant liabilities	1,460,700	498,623
Deferred underwriting commissions	2,441,250	7,875,000
Total non-current liabilities	3,901,950	8,373,623
Total Liabilities	14,994,554	9,341,641
Commitments and Contingencies (Note 5)
Shareholders' Deficit:
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(14,599,646)	(8,851,856)
Total Shareholders' Deficit	(14,599,083)	(8,851,293)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	50,477,247	231,085,639
Class A ordinary shares subject to possible redemption
Non-current liabilities:
Class A ordinary shares subject to possible redemption, 5,003,218 and 22,500,000 shares issued and outstanding at redemption value as of September 30, 2023 and December 31, 2022, respectively	50,081,776	230,595,291
Class A ordinary shares not subject to possible redemption
Shareholders' Deficit:
Common stock value	0	0
Class B ordinary shares
Shareholders' Deficit:
Common stock value	$ 563	$ 563

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Jul. 31, 2023	Dec. 31, 2022	Oct. 26, 2021
Preference shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preference shares, shares authorized	2,000,000		2,000,000
Preference shares, shares issued	0		0
Preference shares, shares outstanding	0		0
Class A ordinary shares
Class A ordinary shares subject to possible redemption, issued (in shares)			22,500,000
Ordinary shares, par value (in dollar per share)	$ 0.0001
Ordinary shares, shares authorized	200,000,000
Ordinary shares, shares outstanding	4,500,017	5,003,218
Class A ordinary shares subject to possible redemption
Class A ordinary shares subject to possible redemption, outstanding (in shares)	4,500,017		22,500,000
Class A ordinary shares subject to possible redemption, issued (in shares)	4,500,017		22,500,000
Class A ordinary shares not subject to possible redemption
Ordinary shares, par value (in dollar per share)	$ 0.0001		$ 0.0001
Ordinary shares, shares authorized	200,000,000		200,000,000
Ordinary shares, shares issued	0		0
Ordinary shares, shares outstanding	0		0
Class B ordinary shares
Ordinary shares, par value (in dollar per share)	$ 0.0001		$ 0.0001
Ordinary shares, shares authorized	20,000,000		20,000,000
Ordinary shares, shares issued	5,625,000		5,625,000	5,750,000
Ordinary shares, shares outstanding	5,625,000		5,625,000	5,750,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Administrative expenses - related party	$ 168,940	$ 168,000
Administrative expenses - other	642,753	80,537
Listing fee amortization expense	96,667	85,000
Legal and accounting expenses	5,359,640	997,828
Insurance expense	195,615	712,934
Operating expenses	6,463,615	2,044,299
Loss from operations	(6,463,615)	(2,044,299)
Other income (expense):
Realized gain on marketable securities held in Trust Account		964,584
Interest and dividend income on cash and marketable securities and cash held in Trust Account	5,244,917	2,368,656
Change in fair value of warrant liability	(1,352,755)	10,549,627
Loss on foreign exchange conversion	(35,459)
Total other income, net	3,856,703	13,882,867
Net (loss) income	(2,606,912)	11,838,568
Class A ordinary shares subject to possible redemption
Other income (expense):
Net (loss) income	$ 1,336,470	$ 10,137,502
Weighted average shares outstanding, basic	10,882,086	22,500,000
Weighted average shares outstanding, diluted	10,882,086	22,500,000
Basic and diluted net income (loss) per share, basic	$ 0.12	$ 0.45
Basic and diluted net income (loss) per share, diluted	$ 0.12	$ 0.45
Class B ordinary shares
Other income (expense):
Net (loss) income	$ (3,943,382)	$ 1,701,066
Weighted average shares outstanding, basic	5,625,000	5,625,000
Weighted average shares outstanding, diluted	5,625,000	5,625,000
Basic and diluted net income (loss) per share, basic	$ (0.70)	$ 0.30
Basic and diluted net income (loss) per share, diluted	$ (0.70)	$ 0.30

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Accretion of Class A ordinary shares to redemption value Ordinary shares	Accretion of Class A ordinary shares to redemption value Additional Paid-in Capital	Accretion of Class A ordinary shares to redemption value Accumulated Deficit	Accretion of Class A ordinary shares to redemption value	Class B ordinary shares Ordinary shares	Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 227,262,051				$ 563		$ 0	$ (17,357,184)	$ (17,356,621)
Balance at the beginning (in shares) at Dec. 31, 2021	22,500,000				5,625,000
CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Accretion of Class A ordinary shares to redemption amount	$ 3,333,240		$ (3,333,240)	$ (3,333,240)				(3,333,240)	(3,333,240)
Net Income (Loss)	0			10,137,502	$ 0	$ 1,701,066	0	11,838,568	11,838,568
Balance at the end at Dec. 31, 2022	$ 230,595,291				$ 563			(8,851,856)	(8,851,293)
Balance at the end (in shares) at Dec. 31, 2022	22,500,000				5,625,000
CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Redemption of Class A ordinary shares	$ (189,478,821)
Equity award grant of Private Placement Warrants							390,678		390,678
Forfeiture of deferred underwriting commissions								5,433,750	5,433,750
Accretion of Class A ordinary shares to redemption amount	8,965,306	$ (390,678)	$ (8,574,628)	(8,965,306)			$ (390,678)	(8,574,628)	(8,965,306)
Net Income (Loss)				$ 1,336,470		$ (3,943,382)		(2,606,912)	(2,606,912)
Balance at the end at Dec. 31, 2023	$ 50,081,776				$ 563			$ (14,599,646)	$ (14,599,083)
Balance at the end (in shares) at Dec. 31, 2023	4,500,017				5,625,000
CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Redemption of Class A ordinary shares (in shares)	(17,999,983)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)		12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)		Dec. 31, 2023		Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income		$ (2,606,912)		$ 11,838,568
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Accrued interest and dividends on marketable securities held in Trust Account				(738,465)
Realized gain on marketable securities held in Trust Account				(964,584)
Fair value changes of warrants		1,352,755		(10,549,627)
Changes in current assets and current liabilities:
Prepaid expenses		7,782		712,046
Due to related party		168,942		157,754
Accounts payable and accrued expenses		3,035,254		572,069
Net cash provided by operating activities		1,957,821		1,027,761
Cash Flows from Investing Activities:
Proceeds from redemption and sale of marketable securities held in Trust Account		238,547,151		516,492,651
Purchase and reinvestment of marketable securities held in Trust Account		(7,951,860)		(518,122,842)
Net cash provided by (used in) investing activities		230,595,291		(1,630,191)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		6,920,390
Redemption of Class A ordinary shares subject to redemption		(189,478,821)
Net cash used in financing activities		(182,558,431)
Net change in cash and cash held in Trust Account		49,994,681		(602,430)
Cash - Beginning		428,967	[1]	1,031,397
Cash and cash held in Trust Account - Ending	[1]	50,423,648		428,967
Supplemental Disclosure of Non-cash Financing Activities:
Accretion of Class A ordinary shares subject to possible redemption		8,965,306		$ 3,333,240
Fair value of equity award grant of Private Placement Warrants		390,678
Forfeiture of deferred underwriting commissions		$ 5,433,750

[1] Includes cash of $341,872 and cash held in Trust Account of $50,081,776 as of December 31, 2023. There was no cash held in Trust Account as of December 31, 2022.

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash	$ 341,872	$ 428,967
Cash held in Trust Account	$ 50,081,776	$ 0

Organization and Business Opera

Organization and Business Operations	12 Months Ended
Organization and Business Operations	Dec. 31, 2023
Organization and Business Operations
Organization and Business Operations	PEGASUS DIGITAL MOBILITY ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Note 1 - Organization and Business Operations Pegasus Digital Mobility Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 30, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or assets (the “Business Combination”). As described further below under “Initial Business Combination - Business Combination Agreement,” on May 31, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Gebr. SCHMID GmbH, a German limited liability company (“Schmid”), Pegasus Topco B.V., a Dutch private limited liability company and wholly-owned subsidiary of the Company (“TopCo”) and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“MergerSub”). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 30, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (“initial public offering”), and the search for and consummation of the initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income and dividends on cash, cash equivalents, and marketable securities from the proceeds derived from the initial public offering. The Company’s sponsor is Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The Company, TopCo, and MergerSub’s financial statements are presented on a consolidated basis (the “financial statements”). Financing The registration statement for the Company’s initial public offering was declared effective by the SEC on October 21, 2021 (the “Effective Date”). On October 26, 2021, the Company consummated the initial public offering of 20,000,000 units at $10.00 per unit (a “Unit”), generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share and one-half Simultaneously with the consummation of the initial public offering, the Company consummated the sale of 9,000,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds to the Company of $9,000,000. Depending on the extent to which the underwriters’ over-allotment option was exercised, the Sponsor agreed to purchase an additional 900,000 Private Placement Warrants. On November 4, 2021, the underwriters partially exercised the over-allotment option and, on November 8, 2021, purchased 2,500,000 Units, generating aggregate gross proceeds of $25,000,000. On November 8, 2021, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 750,000 Private Placement Warrants, generating gross proceeds to the Company of $750,000. Transaction costs related to the consummation of the initial public offering on October 26, 2021, amounted to $13,124,654 consisting of $4,500,000 of underwriting discounts, $7,875,000 of deferred underwriting commissions and $749,654 of other offering costs. On August 15, 2023, the Company received a waiver from one of the underwriters of the initial public offering pursuant to which such underwriter waived all rights to its $5,433,750 of deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, as of December 31, 2023, the deferred underwriting commissions payable were $2,441,250 (see Note 5). Prior to the initial public offering, qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) expressed to the Company an interest in purchasing Units in the initial public offering in exchange for the Sponsor agreeing to sell the Anchor Investors Class B ordinary shares, par value $0.0001 (“Founder Shares”). Upon close of the initial public offering, the Anchor Investors received 1,375,000 Founder Shares (“Anchor Shares”) from the Sponsor. The fair value of the Anchor Shares was treated as an issuance cost of the offering which was allocated to the Class A ordinary shares and Public Warrants. On November 4, 2021, the Sponsor transferred an aggregate of 843,750 Class B ordinary shares to the Company’s officers and independent directors (see Note 6). On December 6, 2021, 125,000 of the Class B ordinary shares were forfeited by the Sponsor as a result of the underwriters’ partial exercise of the over-allotment option and the expiration of the over-allotment option. All shares and per-share amounts have been retroactively restated to reflect the forfeiture of the 125,000 Class B ordinary shares. In April 2023, shareholders holding 15,300,927 shares of Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, $160,337,374 was withdrawn from the Trust Account and distributed to such shareholders. In July 2023, shareholders holding 2,195,855 shares of Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $23,555,234 was withdrawn from the Trust Account and distributed to such shareholders. Following the redemption, 5,003,218 of the Company’s Class A ordinary shares remained outstanding. In December 2023, shareholders holding 503,201 shares of Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $5,586,213 was withdrawn from the Trust Account and distributed to such shareholders. As of December 31, 2023, $50,081,776 remains in the Company’s Trust Account. Following the redemption, 4,500,017 of the Company’s Class A ordinary shares remained outstanding. Trust Account Following the closing of the initial public offering on October 26, 2021, $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the initial public offering and portion of the sale of the Private Placement Warrants was initially deposited into a trust account (“Trust Account”) that was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of its initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the initial public offering, which is extendable at the Sponsor’s option up to 30 months as described below (the “Combination Period”) or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (c) the redemption of its public shares if the Company is unable to complete its Business Combination within the Combination Period, subject to applicable law. To mitigate the risk that the Company might be deemed to be an investment company for the purposes of the Investment Company Act, on October 6, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead hold the funds in the Trust Account in an interest - bearing demand deposit account at JPMorgan Chase Bank, with Continental Stock Transfer & Trust Company continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders. Initial Business Combination The initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions held in the Trust Account). However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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 complete a Business Combination successfully. Extensions of Initial Business Combination Deadline On January 23, 2023, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $2,250,000 to the Sponsor (see Note 4). The Sponsor deposited the funds into the Trust Account. The Extension Note was issued in connection with the decision by the Company’s board of directors to exercise the first extension option in accordance with the Company’s amended and restated memorandum and articles of association and to extend the date by which the Company must consummate a business combination transaction from January 26, 2023 to April 26, 2023 (i.e., for a period of time ending 18 months after the consummation of the initial public offering). The Extension Note bears no interest and is repayable in full upon the consummation of a business combination by the Company. If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. On March 15, 2023, the Company amended and restated certain provisions of the Extension Note to align the terms of the Extension Note with the March 2023 Promissory Note (the “A&R Extension Note”) (see Note 4). On November 1, 2023, the Company amended and restated certain provision of the A&R Extension Note to align the terms of the A&R Extension Note with the November 2023 Promissory Note (See Note 4). On April 19, 2023, the Company’s shareholders approved of the adoption of the second amended and restated articles of association in the form proposed, to among other things (i) make certain updates to reflect the decision by the board of directors to exercise the First Extension Option pursuant to which the date by which the Company had to consummate an initial Business Combination was extended from January 26, 2023 to April 26, 2023 (i.e., for a period of time ending 18 months after the consummation of the Company’s initial public offering), (ii) amend the amount which the Sponsor is required to deposit in the Trust Account in order to exercise the second extension option to extend the date by which the Company has to consummate a Business Combination from April 26, 2023 to July 26, 2023 (the “Second Extension Option”) to $0.10 per Class A ordinary share then in issue (after giving effect to any redemptions of such shares which are tendered for redemption in connection with the results of the Company’s extraordinary general meeting held on April 19, 2023), (iii) insert a third extension option to enable the board of directors to extend the date by which the Company has to consummate a Business Combination from July 26, 2023 to December 31, 2023 (the “Third Extension Option”), and (iv) insert a voluntary redemption right in favor of the holders of the Company’s Class A ordinary shares then in issue enabling public shareholders to redeem such shares on July 26, 2023 for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, divided by the number of Class A ordinary shares then in issue, if the board of directors elects to exercise the Third Extension Option. On April 24, 2023, the Company issued a non-convertible unsecured promissory note (the “April 2023 Extension Note”) in the principal amount of $719,907 to the Sponsor (see Note 4). The Sponsor deposited the funds into the Trust Account on April 28, 2023. The April 2023 Extension Note was issued in connection with the board of director’s exercise of the Second Extension Option under the second amended and restated articles of association to extend the date by which the Company must consummate a Business Combination transaction from April 26, 2023 to July 26, 2023 (i.e., for a period of time ending 21 months after the consummation of the initial public offering). The April 2023 Extension Note bears no interest and is repayable in full upon the consummation of a Business Combination by the Company. If the Company does not consummate a Business Combination, the April 2023 Extension Note will not be repaid and all amounts owed under the April 2023 Extension Note will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account. On November 1, 2023, the Company amended and restated certain provisions of the April 2023 Extension Note to align the terms of the April 2023 Extension Note with the November 2023 Promissory Note (see Note 4). On July 14, 2023, the Company’s board of directors elected to exercise the Third Extension Option, extending the initial Business Combination deadline from July 26, 2023 to December 31, 2023 (i.e., for a period of time ending 26 months after the consummation of the initial public offering). The Company expects to utilize the further time available to it to consummate a Business Combination. Also on July 14, 2023, the Sponsor voluntarily committed to make a monthly contribution to the Trust Account commencing on August 1, 2023, and paid on the first day of each month thereafter until the earliest of (i) the date on which the Company consummates a Business Combination or (ii) December 31, 2023. Each monthly contribution shall be $150,097, representing $0.03 per Class A ordinary share then outstanding. The contribution amount is to be paid on a monthly basis after the issuance of the July 2023 Promissory Note (as defined below) in connection therewith. Should the Company’s board of directors determine that the Company will not be able to consummate the initial Business Combination by December 31, 2023, and that the Company shall instead liquidate, the Sponsor’s obligation to continue to make such contributions shall immediately cease. If the Board determines that more time is needed to consummate the initial Business Combination, a shareholders’ vote in an extraordinary general meeting will be required to change the Articles of the Company. As of December 31, 2023, the Sponsor had made five monthly contributions. On July 31, 2023, the Company issued a non-convertible unsecured promissory note (the “July 2023 Promissory Note”) in the principal amount of $750,483 to the Sponsor (see Note 4). The July 2023 Promissory Note was issued in connection with the expected monthly payments by the Sponsor into the Trust Account described above. The July 2023 Promissory Note bears no interest and is repayable in full upon the earliest of December 31, 2023, the date on which the Company consummates its initial Business Combination, or within three (3) business days of the receipt by the Company of a break-free, termination fee or similar arrangement in connection with a potential Business Combination. If the Company does not consummate a Business Combination, the July 2023 Promissory Note will not be repaid and all amounts owed under the July 2023 Promissory Note will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account. On November 1, 2023, the Company amended and restated certain provisions of the July 2023 Promissory Note to align the terms of the July 2023 Promissory Note with the November 2023 Promissory Note (see Note 4). On December 7, 2023, the Company’s shareholders approved the adoption of the third amended and restated articles of association in the form proposed, to among other things (i) remove references to term limits for directors, (ii) make certain updates to reflect the decision by the board of directors to exercise the second and third extension options pursuant to which the date by which we have to consummate its initial business combination was extended from April 26, 2023 to July 26, 2023 and then subsequently extended from July 26, 2023 to December 31, 2023 and (iii) insert a fourth extension option to enable the board of directors to extend the date by which we have to consummate a business combination from December 31, 2023 to April 30, 2024 (the “Fourth Extension Option”), subject to the Sponsor committing to deposit $0.03 per Class A ordinary share then in issue into the trust account on the first business day of each month starting on January 2, 2024 until the earliest of (a) the date on which we consummate an initial business combination or (b) April 30, 2024. On December 29, 2023, the Company’s board of directors elected to exercise the Fourth Extension Option, extending the initial Business Combination deadline from December 31, 2023 to April 30, 2024 (i.e., for a period of time ending 30 months after the consummation of the initial public offering). Also on December 29, 2023, our Sponsor committed to deposit $135,001 into the trust account, representing $0.03 per Class A ordinary share then in issue, on the first business day of each month starting on January 2, 2024 until the earliest of (i) the date on which we consummate an initial business combination or (ii) April 30, 2024. The Company has since made 3 deposits into the trust account on January 2, 2024, February 1, 2024 and March 1, 2024 in the amount of $135,001 per deposit (or $405,003 in the aggregate). Business Combination Agreement On May 31, 2023, the Company entered into the Business Combination Agreement by and among the Company, Schmid, TopCo and Merger Sub. The Business Combination Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the boards of directors of each of the Company, TopCo and Merger Sub as well as by Anette Schmid and Christian Schmid, the shareholders of Schmid (each a “Schmid Shareholder” and, collectively, the “Schmid Shareholders”). Pursuant to the Business Combination Agreement, the Company would merge with and into Merger Sub in accordance with Part XVI of the Cayman Companies Act (the “Merger”), with Merger Sub as the surviving company in the Merger, and each issued and outstanding Eligible Pegasus Share (as defined in the Business Combination Agreement) will be automatically cancelled and extinguished in exchange for the Merger Consideration as defined and detailed in the Business Combination Agreement (such issuance, together with the Merger, the “Schmid Business Combination”) and each warrant issued by the Company (the “Pegasus Warrant”) that is outstanding immediately prior to the time the Merger becomes effective (the “Effective Time”) will, immediately following the completion of the Schmid Business Combination, represent a warrant on the same contractual terms and conditions as were in effect with respect to such Pegasus Warrant immediately prior to the Effective Time under the terms of the Warrant Agreement, as applicable, that is exercisable for an equivalent number of ordinary shares in the share capital of TopCo (“TopCo Ordinary Shares”), in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement. Immediately after giving effect to the Schmid Business Combination, the Schmid Shareholders shall contribute their shares of common stock of the Company to Topco in return for such number of TopCo Ordinary Shares equal to the number of shares defined in the Schmid Business Combination (the “Exchange”). Immediately after giving effect to the Exchange, a notarial deed will be executed by a Dutch notary in order to change the legal form of TopCo from a private limited liability company to a public limited liability company and TopCo is currently intended to be renamed to “Schmid Group N.V.”. The obligations of the Company, TopCo, Schmid, and Merger Sub (each a “Party” and, collectively, the “Parties”) to consummate the Transactions are subject to the satisfaction or, if permitted by applicable law, waiver by the Party for whose benefit such condition exists of various conditions, including: (a) no legal restraint or prohibition preventing the consummation of the Transactions shall be in effect; (b) the Registration Statement/Proxy Statement (as defined in the Business Combination Agreement) shall have become effective; (c) the Transaction Proposals (as defined in the Business Combination Agreement) shall have been approved by the Company’s shareholders; (d) the Company’s shareholders shall have approved the execution of the Business Combination Agreement and execution of the transactions contemplated hereby and certain other matters related to the implementation of the Transactions and such approval shall continue to be in full force and effect; (e) after giving effect to the Transactions, TopCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the closing of the Transactions (the “Closing”); and (f) TopCo shall receive a minimum of $35,000,000 in cash from the Transactions (from cash held in trust or private investments in public equity (such transaction, a “PIPE”)). Concurrently with the execution of the Business Combination Agreement and the fulfilment of the conditions precedent set forth in the Business Combination Agreement, each of the Schmid Shareholders irrevocably and unconditionally undertook (the “Schmid Shareholders Undertakings”) and agreed in each case to the extent legally possible and permissible (a) to fully support and implement the Transactions in relation to which such Schmid Shareholders’ support or participation is required or appropriate, (b) to omit any actions that could be of detriment to the implementation of the Transactions, (c) to vote or cause to be voted all of such Schmid Shareholder’s Company Shares (as defined in the Schmid Shareholders’ Undertakings) against any resolution that would reasonably be expected to impede or adversely affect the Transactions in any way, or result in a breach of any undertaking, representation or warranty of such Shareholder contained in the Schmid Shareholders’ Undertakings, and (d) to contribute its respective shares of the Company to TopCo in exchange for shares of TopCo substantially in accordance with the exchange table and the exchange ratio as set forth therein, in each case, on the terms and subject to the conditions set forth in the Schmid Shareholders’ Undertakings. Concurrently with the execution of the Business Combination Agreement, each Schmid Shareholder entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which they agreed not to, without the prior written consent of the board of directors of TopCo, effect any transaction or enter into any arrangement that is designed to or that reasonably could be expected to lead to or result in a sale or disposition of any ordinary shares in the share capital of TopCo held by them immediately after the Closing, nor to publicly announce any intention to effect or enter the same, during the period beginning on the Closing and ending on the date that is one year after the Closing (the “Lock-Up Period”) on the terms and subject to the conditions set forth in the Lock-Up Agreement. Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, Schmid and certain individuals party thereto (comprising the officers and directors of the Company) (each, an “Insider”) entered into a Sponsor Agreement, pursuant to which, among other things, the Sponsor and the Insiders agreed to (i) vote in favor of all of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Agreement and the Transactions, (ii) waive certain adjustments to the conversion ratio and other anti-dilution protections set forth in the governing documents of the Company with respect to the Founders Shares owned by such Sponsor and Insider, (iii) be bound by certain transfer restrictions with respect to their Company shares prior to the Closing, (iv) to use 2,812,500 of the existing Founders Shares (half of the existing Founders Shares) to negotiate non-redemption agreements with certain holders of the Company’s Class A ordinary shares or to enter into PIPE subscription agreements with investors, and (v) be bound by certain lock-up provisions during the Lock-Up Period with respect to any shares or warrants of TopCo received in exchange for holdings in the Company in connection with the Transactions, in each case on the terms and subject to the conditions set forth therein. The Company and TopCo are in ongoing discussions with investors as part of potential PIPE transactions. In case PIPE investors are committing to subscribe shares or instruments convertible into shares, the issuance of subscribed shares or such other instruments by such PIPE investors are intended to be completed substantially concurrent to the Transactions. At the Closing, the Company, the Sponsor, TopCo, and the Schmid Shareholders would enter into an amended restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and the Schmid Shareholders would be granted certain customary registration rights with respect to their TopCo Ordinary Shares, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement. TopCo, the Company and Continental Stock Transfer & Trust Company, the Company’s warrant agent, would enter into a warrant assumption agreement (the “Warrant Assumption Agreement”) immediately following the completion of the Transactions, pursuant to which, among other things, the Company would assign all of its right, title and interest in and to, and TopCo would assume all of the Company’s liabilities and obligations under, the Warrant Agreement. As a result of such assumption, following the execution of the Warrant Assumption Agreement, each Pegasus Warrant would be exchanged for a warrant to purchase TopCo Ordinary Shares on the terms and conditions of the Warrant Assumption Agreement. Concurrently with the execution of the Business Combination Agreement, the Sponsor and certain directors and officers of the Company entered into a warrant grant agreement transferring 1,775,000 private warrants held by the Sponsor to such directors and officers, subject to certain conditions. On May 31, 2023, the Company issued a non-convertible unsecured promissory note (the “May 2023 Promissory Note”) in the principal amount of $1,400,000 to the Sponsor. The May 2023 Promissory Note was issued in connection with the decision by the Company’s board of directors to approve the Business Combination Agreement and to provide additional working capital to the Company. On November 1, 2023, the Company amended and restated certain provisions of the May 2023 Promissory Note to align the terms of the May 2023 Promissory Note with the November 2023 Promissory Note (see Note 4). The Company would provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will also provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”, and subsequently accreted to redemption value. In such case, the Company will proceed with a Business Combination 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 shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The initial shareholders, directors, officers and advisors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and public shares held by them, as applicable, in connection with the completion of the Company’s initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating the rights of holders of the Class A ordinary shares; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame) and (4) vote their Founder Shares and any public shares purchased during or after the initial public offering in favor of the Company’s initial Business Combination. Each of the Anchor Investors has entered into an investment agreement with the Company pursuant to which they have agreed that any Founder Shares held by them are (i) not entitled to redemption rights in connection with the completion of our initial Business Combination or in connection with a shareholder vote to amend the Company’s third amended and restated memorandum and articles of association and (ii) not entitled to liquidating distributions from the Trust Account with respect to any Founder Shares the Anchor Investor holds in the event the Company fails to complete its initial Business Combination within the Combination Period or during any Extension Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transactio

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2023
Significant Accounting Policies
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Critical accounting estimates and assumptions are utilized in determining the values of the warrant liability, Class A ordinary shares subject to possible redemption, and net income (loss) per ordinary share. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2023 and 2022, the Company had no cash equivalents. Cash and Investments held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities which are reported at fair value. The Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in marketable securities held in the Trust Account and recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using available market information. On October 12, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead hold the funds in the Trust Account in an interest - bearing demand deposit account at JPMorgan Chase Bank, with Continental Stock Transfer & Trust Company continuing to act as trustee. Pursuant to the Company’s instructions, $54,771,694 of investments held in the Trust Account were liquidated and the $54,771,964 cash proceeds were deposited into the demand deposit account on October 16, 2023. Interest income generated on cash held in the Trust Account is recorded to net income each period. Share Based Compensation The Company accounts for the transfer of Founder Shares to the Company’s officers and independent directors in accordance with ASC Topic 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 4,500,017 and 22,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value, as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the year ended December 31, 2023, the Company recorded accretion of $8,965,306, of which $390,678 was recorded to additional paid - in capital and $8,574,628 was recorded within accumulated deficit. For the year December 31, 2022, the Company recorded accretion of $3,333,240, which was recorded within accumulated deficit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Warrants The Company accounts for the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded 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 statement of operations. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s balance sheet. Net Income (Loss) per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per Class B non-redeemable ordinary share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 66% for the Class A redeemable ordinary shares and 34% for the Class B non-redeemable ordinary shares for the year ended December 31, 2023, reflective of the weighted average shares outstanding for each period. The Company split the amount to be allocated using a ratio of 80% for the Class A redeemable ordinary shares and 20% for the Class B non-redeemable ordinary shares for the year ended December 31, 2022, reflective of the respective participation rights. The earnings per share presented in the consolidated statements of operations for the year ended December 31, 2023 is based on the following: For the Year Ended December 31, 2023 Net loss $ (2,606,912) Accretion of temporary equity to redemption value (8,965,306) Net loss including accretion of temporary equity to redemption value $ (11,572,218) For the Year Ended December 31, 2023 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (7,628,836) $ (3,943,382) Allocation of accretion of temporary equity to redemption value 8,965,306 — Allocation of net income (loss) $ 1,336,470 $ (3,943,382) Denominator: Weighted-average shares outstanding 10,882,086 5,625,000 Basic and diluted net income (loss) per share $ 0.12 $ (0.70) The earnings per share presented in the statement of operations for the year ended December 31, 2022 is based on the following: For the Year December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328 For the Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30 Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Derivative Financial Instrument

Derivative Financial Instruments	12 Months Ended
Derivative Financial Instruments	Dec. 31, 2023
Derivative Financial Instruments
Derivative Financial Instruments	Note 3-Derivative Financial instruments Warrants On December 31, 2023 and 2022, 21,000,000 warrants were outstanding (11,250,000 Public Warrants and 9,750,000 Private Placement Warrants). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination and 12 months from the closing of the initial public offering and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of the initial Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of the initial Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will use the Company’s commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per warrant. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of w arrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); ● if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC Topic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC Topic 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions
Related Party Transactions	Note 4 - Related Party Transactions Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Company’s Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which it will pay an affiliate of the Sponsor a total of $14,000 per month for office space and administrative and support services. The agreement was effective upon the Company’s initial public offering and terminates upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2023 and 2022, the Company incurred and accrued for $168,000 and $168,000, respectively, under the Administrative Services Agreement as due to related party on the consolidated balance sheets and as administrative expenses – related party in the consolidated statements of operations. The amounts recorded to administrative expenses - related party in the consolidated statements of operations additionally includes $940 of amounts incurred by the Company that are payable to related parties for the year ended December 31, 2023. Payables to Related Parties The due to related party balance consists of administrative fees incurred, but not yet paid, through December 31, 2023 and 2022 and payables to the Sponsor for amounts paid on its behalf. As of December 31, 2023 and 2022, the Company had a due to related party payable of $369,472 and $200,530, respectively. Promissory Note-Related Party On January 23, 2023, the Company issued the Extension Note in the principal amount of $2,250,000 to the Sponsor. On March 15, 2023, the Company issued a non-convertible unsecured promissory note in the principal amount of $1,100,000 to the Sponsor (the “March 2023 Promissory Note”). Additionally, on March 15, 2023, the Company amended and restated the Extension Note to align the Extension Note terms with those of the March 2023 Promissory Note which added a repayment term of within days of the receipt of any funds received from a break-fee, termination fee or similar arrangement with a target company related to a potential Business Combination. On April 24, 2023, the Company issued the April 2023 Extension Note in the principal amount of $719,907 to the Sponsor. On May 31, 2023, the Company issued the May 2023 Promissory Note in the principal amount of $1,400,000 to the Sponsor. On July 31, 2023, the Company issued the July 2023 Promissory Note in the principal amount of $750,483 to the Sponsor. On November 1, 2023, the Company issued a non-convertible unsecured promissory note in the principal amount of $1,000,000 to the Sponsor (the “November 2023 Promissory Note” and together with the A&R Extension Note, the March 2023 Extension Note, the April 2023 Extension Note, the May 2023 Promissory Note, and the July 2023 Promissory Note the “Promissory Notes”). Additionally, on November 1, 2023, the Company amended and restated the Promissory Notes to align the Promissory Notes terms with those of the November 1, 2023 Promissory Note, which extended the repayment terms from December 31, 2023 to April 30, 2024. The Promissory Notes are each non-interest bearing and due on the earlier of (i) April 30, 2024, (ii) the date the Company consummates an initial Business Combination, or (iii) within three days of the receipt of any funds received from a break-fee, termination fee or similar arrangement with a target company related to a potential Business Combination. If a Business Combination is not consummated, amounts outstanding under the Promissory Notes will not be repaid and all amounts owed will be forgiven, except to the extent that cash is available outside of the Trust Account to satisfy the obligation. As of December 31, 2023 and 2022, an aggregate of $6,920,390 and $0, were outstanding under the Promissory Notes with $300,000 and $0 available to draw, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies.
Commitments and Contingencies	Note 5 - Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the initial public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the initial public offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On October 26, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000. On November 4, 2021, the underwriters partially exercised the over-allotment option and, on November 8, 2021, purchased 2,500,000 Units, generating aggregate gross proceeds of $25,000,000, and the Company incurred $500,000 in cash underwriting discounts and $875,000 in deferred underwriting commissions. Additionally, the underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the initial public offering totaling $7,000,000 upon the completion of the Company’s initial Business Combination. On August 15, 2023, the Company received a waiver from one of the underwriters of the initial public offering pursuant to which such underwriter waived all rights to its $5,433,750 of deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, as of December 31, 2023 and December 31, 2022, the deferred underwriting commissions payable were $2,441,250 and $7,875,000, respectively. The Company recorded the $5,433,750 reduction of the deferred underwriting commissions payable against accumulated deficit in the accompanying consolidated balance sheets. Cash Retention Letter On May 31, 2023, TopCo and each of Sir Ralf Speth, F. Jeremey Mistry and Stefan Berger, the Company’s executive officers, entered into a cash retention agreement that entitles the three officers to each receive a retention fee of $500,000 (each, a “Retention Fee”), subject to (i) the completion of the Business Combination; (ii) such individual remaining available as an advisor of TopCo and expecting to remain so for a period of six (6) months following the completion of the Business Combination; and (iii) in each case as a condition on an individual basis, Sir Ralf Speth has not resigned as Chief Executive Officer of the Company, F. Jeremey Mistry has not resigned as Chief Financial Officer of the Company and Stefan Berger has not resigned as Chief Operating Officer of the Company, respectively, before the completion of the Business Combination. The Company has determined that the Retention Fee is compensation for the Company’s officers’ post-closing advisory services to the post-merger entity as it is subject to completion of the Business Combination. As such, the Company will not accrue any contingent Retention Fee Payments in the Company’s financial statements.

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
Shareholders' Deficit	Dec. 31, 2023
Shareholders' Deficit.
Shareholders' Deficit	Note 6 – Shareholders’ Deficit Preference shares Class A ordinary shares Class B ordinary shares outstanding On December 6, 2021, 125,000 of the Class B ordinary shares were forfeited by the Sponsor as a result of the underwriters’ partial exercise of the over-allotment option and the expiration of the over-allotment option. As of December 31, 2023 and 2022, there were 5,625,000 Class B ordinary shares issued and outstanding. The sales or transfers of the Class B ordinary shares and Private Placement Warrants to the Company’s officers and independent directors, as described above, is within the scope of ASC Topic 718, “Compensation-Stock Compensation”. Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Private Placement Warrants transferred on November 4, 2021 and May 31, 2023, which were recorded as a derivative liability, were settled on the grant date, November 4, 2021 and May 31, 2023, respectively. The settlement of the $711,750 derivative liability related to the Private Placement Warrants transferred on November 4, 2021 was recorded in accumulated deficit in the accompanying consolidated balance sheets as of December 31, 2021. The settlement of the $390,678 derivative liability related to the Private Placement Warrants transferred on May 31, 2023 was recorded in accumulated deficit in the accompanying consolidated balance sheets as of December 31, 2023. The Class B ordinary shares and Private Placement Warrants were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to those is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Class B ordinary shares granted times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of those shares. As of December 31, 2023 and 2022, the Company determined that a Business Combination is not probable and therefore, no stock-based compensation expense has been recognized. The unrecognized stock-based compensation expense as of December 31, 2023 and 2022 was $7,109,928 and $6,719,250, respectively. The Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each ordinary share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of the Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the initial public offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the initial public offering plus all Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
Fair Value of Financial Instruments	Dec. 31, 2023
Fair Value of Financial Instruments
Fair Value of Financial Instruments	Note 7 - Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants $ 900,000 $ 900,000 $ — $ — Warrant liabilities – Private Placement Warrants 560,700 — 560,700 — Total Liabilities $ 1,460,700 $ 900,000 $ 560,700 $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 230,595,291 $ 230,595,291 Liabilities: Warrant liabilities – Public Warrants $ 280,125 $ 280,125 $ — $ — Warrant liabilities – Private Placement Warrants 218,498 — 218,498 — Total Liabilities $ 498,623 $ 280,125 $ 218,498 $ — Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period. The Public Warrants are publicly traded and as such are classified as Level 1 and are fair valued based on the publicly traded market pricing. Inherent in a binomial model are assumptions related to expected stock-price volatility, expected term, dividend yield and risk free interest rate. The Company estimates the volatility of its Class A ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining term of the Private Placement Warrants. The expected term of the Private Placement Warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The Company transferred the Private Placement Warrants from Level 3 to Level 2 during the year ended December 31, 2022, as the inputs significant to the valuation became observable as they are benchmarked to those used for the Public Warrants.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 8-Subsequent Events On January 19, 2024, the Company received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the Company has fewer than 300 public shareholders. In accordance with NYSE's rules, on March 4, 2024, we presented a business plan (the “Business Plan”) to the NYSE that demonstrated how we intend to cure the deficiency within 18 months of the date of the Notice. The Business Plan will be reviewed by the Listings Operations Committee (the “Committee”) of the NYSE. The Committee will either accept the Business Plan, at which time we will be subject to quarterly monitoring for compliance with the Business Plan, or the Committee will not accept the Business Plan and we will be subject to suspension and delisting procedures On February 27, 2024, the Company also issued a non-convertible unsecured promissory note (the "February 2024 Promissory Note") in the principal amount of up to $1,000,000 to the Sponsor. The February 2024 Promissory Note bears no interest and is repayable in full upon the earliest of April 30, 2024, the date on which the Company consummates a business combination, or within three (3) business days of the receipt by the Company of a break-fee, termination fee or similar arrangement in connection with a potential business combination. If the Company does not consummate a business combination, the February 2024 Promissory Note will not be repaid and all amounts owed under the February 2024 Promissory Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. On January 2, 2024, the Company deposited $135,000 into the Trust Account to extend the time which the Company has to complete its initial business combination from December 31, 2024 to January 31, 2024. On February 1, 2024, the Company deposited $135,000 into the Trust Account to extend the time which the Company has to complete its initial business combination from January 31, 2024 to February 29, 2024. On March 1, 2024, the Company deposited $135,000 into the Trust Account to extend the time which the Company has to complete its initial business combination from February 29, 2024 to March 31, 2024. On March 28, 2024, the Registration Statement on Form F-4, initially filed by the Company with the SEC in connection with the Business Combination, was declared effective.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2023
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Critical accounting estimates and assumptions are utilized in determining the values of the warrant liability, Class A ordinary shares subject to possible redemption, and net income (loss) per ordinary share.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2023 and 2022, the Company had no cash equivalents.
Cash and Investments held in Trust Account	Cash and Investments held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities which are reported at fair value. The Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in marketable securities held in the Trust Account and recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using available market information. On October 12, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead hold the funds in the Trust Account in an interest - bearing demand deposit account at JPMorgan Chase Bank, with Continental Stock Transfer & Trust Company continuing to act as trustee. Pursuant to the Company’s instructions, $54,771,694 of investments held in the Trust Account were liquidated and the $54,771,964 cash proceeds were deposited into the demand deposit account on October 16, 2023. Interest income generated on cash held in the Trust Account is recorded to net income each period.
Share Based Compensation	Share Based Compensation The Company accounts for the transfer of Founder Shares to the Company’s officers and independent directors in accordance with ASC Topic 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 4,500,017 and 22,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value, as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the year ended December 31, 2023, the Company recorded accretion of $8,965,306, of which $390,678 was recorded to additional paid - in capital and $8,574,628 was recorded within accumulated deficit. For the year December 31, 2022, the Company recorded accretion of $3,333,240, which was recorded within accumulated deficit.
Fair Value Measurements	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.
Warrants	Warrants The Company accounts for the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded 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 statement of operations.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s balance sheet.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per Class B non-redeemable ordinary share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 66% for the Class A redeemable ordinary shares and 34% for the Class B non-redeemable ordinary shares for the year ended December 31, 2023, reflective of the weighted average shares outstanding for each period. The Company split the amount to be allocated using a ratio of 80% for the Class A redeemable ordinary shares and 20% for the Class B non-redeemable ordinary shares for the year ended December 31, 2022, reflective of the respective participation rights. The earnings per share presented in the consolidated statements of operations for the year ended December 31, 2023 is based on the following: For the Year Ended December 31, 2023 Net loss $ (2,606,912) Accretion of temporary equity to redemption value (8,965,306) Net loss including accretion of temporary equity to redemption value $ (11,572,218) For the Year Ended December 31, 2023 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (7,628,836) $ (3,943,382) Allocation of accretion of temporary equity to redemption value 8,965,306 — Allocation of net income (loss) $ 1,336,470 $ (3,943,382) Denominator: Weighted-average shares outstanding 10,882,086 5,625,000 Basic and diluted net income (loss) per share $ 0.12 $ (0.70) The earnings per share presented in the statement of operations for the year ended December 31, 2022 is based on the following: For the Year December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328 For the Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
Significant Accounting Policies (Tables)	Dec. 31, 2023
Significant Accounting Policies
Schedule of reconciliation of earnings per share presented in the statements of operations	For the Year Ended December 31, 2023 Net loss $ (2,606,912) Accretion of temporary equity to redemption value (8,965,306) Net loss including accretion of temporary equity to redemption value $ (11,572,218) For the Year December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328
Schedule of reconciliation of basic and diluted net loss per share	For the Year Ended December 31, 2023 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (7,628,836) $ (3,943,382) Allocation of accretion of temporary equity to redemption value 8,965,306 — Allocation of net income (loss) $ 1,336,470 $ (3,943,382) Denominator: Weighted-average shares outstanding 10,882,086 5,625,000 Basic and diluted net income (loss) per share $ 0.12 $ (0.70) For the Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
Fair Value of Financial Instruments (Tables)	Dec. 31, 2023
Fair Value of Financial Instruments
Schedule of fair value, assets and liabilities measured on recurring basis	Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants $ 900,000 $ 900,000 $ — $ — Warrant liabilities – Private Placement Warrants 560,700 — 560,700 — Total Liabilities $ 1,460,700 $ 900,000 $ 560,700 $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 230,595,291 $ 230,595,291 Liabilities: Warrant liabilities – Public Warrants $ 280,125 $ 280,125 $ — $ — Warrant liabilities – Private Placement Warrants 218,498 — 218,498 — Total Liabilities $ 498,623 $ 280,125 $ 218,498 $ —

Organization and Business Ope_2

Organization and Business Operations (Details) $ / shares in Units, € in Millions

1 Months Ended

12 Months Ended

Mar. 01, 2024 USD ($)

Feb. 01, 2024 USD ($)

Jan. 29, 2024 $ / shares shares

Jan. 29, 2024 EUR (€) shares

Jan. 02, 2024 USD ($)

Dec. 29, 2023 USD ($) $ / shares

Aug. 15, 2023 USD ($)

Jul. 14, 2023 USD ($) $ / shares

Apr. 19, 2023 $ / shares

Jan. 23, 2023 USD ($)

Dec. 26, 2021 shares

Dec. 06, 2021 shares

Nov. 08, 2021 USD ($) shares

Nov. 04, 2021 $ / shares shares

Oct. 26, 2021 USD ($) $ / shares shares

Dec. 31, 2023 USD ($) $ / shares shares

Jul. 31, 2023 USD ($) shares

Apr. 30, 2023 USD ($) shares

Dec. 31, 2023 USD ($) item $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Feb. 27, 2024 USD ($)

Dec. 07, 2023 $ / shares

Sep. 26, 2023 $ / shares

May 31, 2023 USD ($) shares

Apr. 24, 2023 USD ($)

Organization and Business Operations

Condition for future business combination number of businesses minimum | item

Proceeds from IPO deposited in trust account

$ 202,000,000

Per share amount contributed into trust account | $ / shares

$ 10.10

Threshold number of months to complete business combination

21 months

Deferred underwriting commissions

$ 2,441,250

$ 7,875,000

Cash held in Trust Account

50,081,776

$ 230,595,291

Working capital deficit

10,697,133

$ 10,697,133

Percentage of fair market value

80%

Percentage of business combination

50%

Interest rate

Cash From Transactions Held In Trust

$ 35,000,000

Forfeiture of deferred underwriting commissions

$ 5,433,750

Subsequent events | Pegasus Topco B.V | Pegasus Digital Mobility Acquisition Corp

Organization and Business Operations

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares

28,725,000

Subsequent events | Pegasus Topco B.V | Pegasus Digital Mobility Acquisition Corp | Price of The Share Reaches 15.00

Organization and Business Operations

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares

2,500,000

Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares

$ 15

Subsequent events | Pegasus Topco B.V | Pegasus Digital Mobility Acquisition Corp | Price of The Share Reaches 18.00

Organization and Business Operations

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares

2,500,000

Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares

$ 18

Subsequent events | SCHMID Technology Co Ltd | XJ Harbour HK Limited [Member]

Organization and Business Operations

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares

1,406,361

Business Acquisition, Percentage of Voting Interests Acquired

24.10%

Subsequent events | SCHMID Technology Co Ltd | XJ Harbour HK Limited [Member] | Scenario Two, Upon Completion of 270 Days From Business Combination

Organization and Business Operations

Number of days from the day of completion of business combination

270 days

Payments to Acquire Businesses, Gross | €

€ 5

Subsequent events | SCHMID Technology Co Ltd | XJ Harbour HK Limited [Member] | Scenario one, upon completion of business combination

Organization and Business Operations

Payments to Acquire Businesses, Gross | €

€ 10

Subsequent events | SCHMID Technology Co Ltd | XJ Harbour HK Limited [Member] | Scenario three, upon completion of 455 days from business combination

Organization and Business Operations

Number of days from the day of completion of business combination

455 days

Annual rate of interest on payments to be received on business combination

Payments to Acquire Businesses, Gross | €

€ 15

Non-convertible unsecured promissory note

Organization and Business Operations

Principal amount

$ 2,250,000

Term for completing business combination after the consummation of the IPO

18 months

Interest on debt

$ 0

Non-convertible unsecured promissory note | Subsequent events

Organization and Business Operations

Principal amount

$ 1,000,000

Underwriting Agreement

Organization and Business Operations

Threshold number of days from IPO for underwriters to purchase additional units

45 days

First Amendment

Organization and Business Operations

Purchase price, per unit | $ / shares

$ 0.01

Earn Out Agreement | Subsequent events

Organization and Business Operations

Agreement Term

3 years

Class A ordinary shares

Organization and Business Operations

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

Holders of number of shares who exercised their right to redeem shares | shares

503,201

2,195,855

15,300,927

Amount withdrawn from Trust and paid to shareholders

$ 5,586,213

$ 23,555,234

$ 160,337,374

Number of shares outstanding | shares

4,500,017

5,003,218

4,500,017

Class A ordinary shares subject to possible redemption

Organization and Business Operations

Number of units sold | shares

4,500,017

22,500,000

Threshold business days for redemption of public shares

2 days

Maximum net interest to pay dissolution expenses

$ 100,000

Minimum net tangible assets on redemption of temporary equity

$ 5,000,001

Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)

100%

Class B ordinary shares

Organization and Business Operations

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

Units issued to Sponsor during period, shares, new issues | shares

125,000

Number of shares outstanding | shares

5,750,000

5,625,000

Private Placement Warrants

Organization and Business Operations

Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)

100%

Redemption of shares calculated based on business days prior to consummation of business combination (in days)

185 days

Private Placement Warrants | Subsequent events | Redemption of warrants when price per share of class common stock equals or exceeds 18.00

Organization and Business Operations

Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares

$ 18

Private Placement Warrants | Minimum

Organization and Business Operations

Threshold number of months to complete business combination

15 months

Private Placement Warrants | Maximum

Organization and Business Operations

Threshold number of months to complete business combination

30 months

Public Warrants | Redemption of warrants when price per share of class common stock equals or exceeds 18.00

Organization and Business Operations

Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares

$ 18

Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Organization and Business Operations

Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares

$ 10

Public Warrants | Class A ordinary shares

Organization and Business Operations

Number of shares issuable per warrant | shares

Exercise price of warrants | $ / shares

$ 11.50

IPO

Organization and Business Operations

Transaction costs

$ 13,124,654

Underwriting fees

4,500,000

Deferred underwriting fee payable

7,875,000

Deferred underwriting commissions

$ 2,441,250

$ 7,875,000

Other offering costs

749,654

Forfeiture of deferred underwriting commissions

$ 5,433,750

IPO | Underwriting Agreement

Organization and Business Operations

Deferred underwriting fee payable

$ 7,000,000

IPO | Class A ordinary shares subject to possible redemption

Organization and Business Operations

Number of units sold | shares

20,000,000

Purchase price, per unit | $ / shares

$ 10

Proceeds from issuance of units

$ 200,000,000

IPO | Public Warrants

Organization and Business Operations

Number of warrants in a unit | shares

0.5

Number of shares issuable per warrant | shares

Over-allotment option

Organization and Business Operations

Number of units sold | shares

3,000,000

Over-allotment option | Class A ordinary shares subject to possible redemption

Organization and Business Operations

Number of units sold | shares

2,500,000

Sale of Units through public offering net of issuance costs

$ 25,000,000

Over-allotment option | Private Placement Warrants

Organization and Business Operations

Number of warrants issued | shares

750,000

Proceeds from private placement warrants

$ 750,000

Anchor Investors | Class B ordinary shares

Organization and Business Operations

Number of units sold | shares

1,375,000

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

Sponsor

Organization and Business Operations

Per share amount contributed into trust account | $ / shares

$ 0.03

$ 0.10

Threshold share price for sponsor liability to company | $ / shares

$ 10.10

Cash From Transactions Held In Trust

$ 135,001

Warrant Grant Agreement Transferring | shares

1,775,000

Monthly contribution to Assets held in Trust

$ 150,097

Sponsor | Subsequent events

Organization and Business Operations

Proceeds from IPO deposited in trust account

$ 135,001

Cash held in Trust Account

135,000

Warrant Grant Agreement Transferring | shares

2,000,000

Payments to Acquire Businesses, Gross

$ 405,003

Sponsor | July 2023 Promissory Notes

Organization and Business Operations

Maximum borrowing capacity of related party promissory note

$ 750,483

Sponsor | Class A ordinary shares

Organization and Business Operations

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.03

Sponsor | Class B ordinary shares

Organization and Business Operations

Purchase price, per unit | $ / shares

$ 0.004

Units sold by sponsor to the company | shares

843,750

Units forfeited by sponsor during period, shares | shares

125,000

Non redemption agreement of common stock (in shares) | shares

2,812,500

Warrant Grant Agreement Transferring | shares

1,775,000

Sponsor | Private Placement Warrants | Class A ordinary shares

Organization and Business Operations

Number of warrants issued | shares

9,000,000

Price of warrant | $ / shares

$ 1

Number of shares issuable per warrant | shares

Exercise price of warrants | $ / shares

$ 11.50

Proceeds from private placement warrants

$ 9,000,000

Warrants subscribed but unissued | shares

900,000

Promissory Note with Related Party | Extension Note

Organization and Business Operations

Maximum borrowing capacity of related party promissory note

$ 2,250,000

Promissory Note with Related Party | April 2023 Promissory Note

Organization and Business Operations

Maximum borrowing capacity of related party promissory note

$ 719,907

Promissory Note with Related Party | May 2023 Promissory Note

Organization and Business Operations

Maximum borrowing capacity of related party promissory note

$ 1,400,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)				12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Oct. 12, 2023	Dec. 26, 2021	Oct. 26, 2021	Dec. 31, 2023	Dec. 31, 2022	Oct. 16, 2023
Significant Accounting Policies
Cash equivalents				$ 0	$ 0
Asset, Held-in-Trust	$ 54,771,694					$ 54,771,964
Maximum maturity of securities held in trust account				185 days
Proceeds from Sale of Long-Term Investments	$ 54,771,964
Unrecognized tax benefits				$ 0	0
Unrecognized tax benefits accrued for interest and penalties				0	0
Net (loss) income				(2,606,912)	11,838,568
Accretion of Class A ordinary shares to redemption amount				8,965,306	3,333,240
Net income including accretion of temporary equity to redemption value				(11,572,218)	8,505,328
Accumulated Deficit
Significant Accounting Policies
Net (loss) income				(2,606,912)	11,838,568
Accretion of Class A ordinary shares to redemption amount				8,574,628	3,333,240
Additional Paid-in Capital
Significant Accounting Policies
Net (loss) income					$ 0
Accretion of Class A ordinary shares to redemption amount				$ 390,678
IPO
Significant Accounting Policies
Transaction Costs			$ 13,124,654
Class A ordinary shares
Significant Accounting Policies
Percentage of net income (loss) allocated to share classes				66%	80%
Class A ordinary shares subject to possible redemption
Significant Accounting Policies
Sale of Units through public offering net of issuance costs (in shares)				4,500,017	22,500,000
Net (loss) income				$ 1,336,470	$ 10,137,502
Accretion of Class A ordinary shares to redemption amount				8,965,306	3,333,240
Net income including accretion of temporary equity to redemption value				$ (7,628,836)	$ 6,804,262
Basic and diluted weighted average shares outstanding				10,882,086	22,500,000
Basic and diluted weighted average shares outstanding				10,882,086	22,500,000
Basic and diluted net income (loss) per share, basic				$ 0.12	$ 0.45
Basic and diluted net income (loss) per share, diluted				$ 0.12	$ 0.45
Class A ordinary shares subject to possible redemption \| Ordinary shares
Significant Accounting Policies
Net (loss) income					$ 0
Accretion of Class A ordinary shares to redemption amount				$ (8,965,306)	(3,333,240)
Class A ordinary shares subject to possible redemption \| Accumulated Deficit
Significant Accounting Policies
Accretion of Class A ordinary shares to redemption amount				8,574,628	3,333,240
Class A ordinary shares subject to possible redemption \| Additional Paid-in Capital
Significant Accounting Policies
Accretion of Class A ordinary shares to redemption amount				390,678
Class A ordinary shares subject to possible redemption \| IPO
Significant Accounting Policies
Sale of Units through public offering net of issuance costs (in shares)			20,000,000
Class B ordinary shares
Significant Accounting Policies
Units issued to Sponsor during period, shares, new issues		125,000
Net (loss) income				(3,943,382)	1,701,066
Net income including accretion of temporary equity to redemption value				$ (3,943,382)	$ 1,701,066
Percentage of net income (loss) allocated to share classes				34%	20%
Basic and diluted weighted average shares outstanding				5,625,000	5,625,000
Basic and diluted weighted average shares outstanding				5,625,000	5,625,000
Basic and diluted net income (loss) per share, basic				$ (0.70)	$ 0.30
Basic and diluted net income (loss) per share, diluted				$ (0.70)	$ 0.30
Class B ordinary shares \| Ordinary shares
Significant Accounting Policies
Net (loss) income					$ 0

Derivative Financial Instrume_2

Derivative Financial Instruments (Details)	12 Months Ended
Derivative Financial Instruments (Details)	Dec. 31, 2023 D $ / shares shares	Dec. 31, 2022 shares	Oct. 26, 2021 $ / shares shares
Warrants
Warrants outstanding \| shares	21,000,000	21,000,000
Private Placement Warrants
Warrants
Warrants outstanding \| shares	9,750,000	9,750,000
Public Warrants
Warrants
Warrants outstanding \| shares	11,250,000	11,250,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Public warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Number of trading days on which fair market value of shares is reported \| D	10
Public Warrants \| Class A ordinary shares
Warrants
Number of shares issuable per warrant \| shares	1		1
Exercise price of warrants	$ 11.50		$ 11.50
Threshold share price to trigger warrant price adjustment	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Warrant exercise price adjustment multiple	0.361
Threshold consecutive trading days for redemption of public warrants	30 days
Percentage on outstanding shares of holders upon completion of offer	50%
Threshold of consideration received in the form of common equity of target company	70%
Public Warrants \| Redemption of warrants when price per share of class common stock equals or exceeds 18.00
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	2 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Nov. 01, 2023	Jul. 31, 2023	May 31, 2023	Apr. 24, 2023	Mar. 15, 2023	Jan. 23, 2023
Related Party Transactions
Expenses per month		$ 168,940	$ 168,000
Due to related party		369,472	200,530
Amount outstanding		(6,920,390)
Administrative Support Agreement
Related Party Transactions
Expenses per month	$ 14,000
Due to related party		168,000	168,000
Administrative expenses included in formation costs		940
Related Party Loans
Related Party Transactions
Due to related party		$ 369,472	200,530
Promissory Note with Related Party
Related Party Transactions
Threshold period for due of promissory notes within receipt of any funds received from a break-fee, termination fee or similar arrangement with a target company related to a potential Business Combination		3 days
Amount outstanding		$ 6,920,390	0
Debt Instrument, Unused Borrowing Capacity, Amount		300,000	0
Promissory Note with Related Party \| Extension Note
Related Party Transactions
Principal amount									$ 2,250,000
Promissory Note with Related Party \| March 2023 Promissory Note
Related Party Transactions
Principal amount								$ 1,100,000
Promissory Note with Related Party \| April 2023 Promissory Note
Related Party Transactions
Principal amount							$ 719,907
Promissory Note with Related Party \| May 2023 Promissory Note
Related Party Transactions
Principal amount						$ 1,400,000
Promissory Note with Related Party \| July 2023 Promissory Note
Related Party Transactions
Principal amount					$ 750,483
Promissory Note with Related Party \| November 2023 Promissory Note
Related Party Transactions
Principal amount				$ 1,000,000
Working capital loans warrant \| Related Party Loans
Related Party Transactions
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1
Outstanding balance of related party note		$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)					12 Months Ended
Commitments and Contingencies (Details)	Aug. 15, 2023 USD ($)	May 31, 2023 USD ($)	Nov. 08, 2021 USD ($) shares	Oct. 26, 2021 USD ($) shares	Dec. 31, 2023 USD ($) item shares	Dec. 31, 2022 USD ($) shares
Commitments and Contingencies
Maximum number of demands for registration of securities \| item					3
Forfeiture of deferred underwriting commissions					$ 5,433,750
Deferred underwriting commissions					$ 2,441,250	$ 7,875,000
Retention fee		$ 500,000
Underwriting Agreement
Commitments and Contingencies
Threshold number of days from IPO for underwriters to purchase additional units				45 days
Class A ordinary shares subject to possible redemption
Commitments and Contingencies
Number of units sold \| shares					4,500,017	22,500,000
IPO
Commitments and Contingencies
Percentage of cash underwriting discount				2%
Cash underwriting discount				$ 4,000,000
Deferred underwriting commission				$ 7,875,000
Forfeiture of deferred underwriting commissions	$ 5,433,750
Deferred underwriting commissions					$ 2,441,250	$ 7,875,000
IPO \| Underwriting Agreement
Commitments and Contingencies
Percentage of deferred underwriting commission				3.50%
Deferred underwriting commission				$ 7,000,000
IPO \| Class A ordinary shares subject to possible redemption
Commitments and Contingencies
Number of units sold \| shares				20,000,000
Proceeds from issuance of units				$ 200,000,000
Over Allotment
Commitments and Contingencies
Cash underwriting discount			$ 500,000
Deferred underwriting commission			$ 875,000
Over Allotment \| Class A ordinary shares subject to possible redemption
Commitments and Contingencies
Threshold number of days from IPO for underwriters to purchase additional units				45 days
Underwriters option to purchase (in shares) \| shares				3,000,000
Number of units sold \| shares			2,500,000
Proceeds from issuance of units			$ 25,000,000

Shareholders' Deficit (Details)

Shareholders' Deficit (Details)					1 Months Ended			12 Months Ended
Shareholders' Deficit (Details)	Mar. 31, 2023 USD ($)	Dec. 06, 2021 shares	Nov. 04, 2021 USD ($) $ / shares shares	Oct. 26, 2021 $ / shares shares	Dec. 31, 2023 Vote $ / shares shares	Jul. 31, 2023 shares	Apr. 30, 2023 shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 07, 2023 $ / shares	Jul. 14, 2023 $ / shares	May 31, 2023 shares
Shareholders' Deficit
Preferred shares authorized					2,000,000			2,000,000	2,000,000
Preference shares, par value (in dollars per share) \| $ / shares					$ 0.0001			$ 0.0001	$ 0.0001
Preferred shares issued					0			0	0
Preferred shares outstanding					0			0	0
Percentage of ownership by initial shareholders				20%
Unrecognized stock-based compensation expense \| $								$ 7,109,928	$ 6,719,250
Ratio to be applied to the stock in a conversion								20
Sponsor
Shareholders' Deficit
Warrant Grant Agreement Transferring					1,775,000			1,775,000
Private Placement Warrants
Shareholders' Deficit
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers \| $	$ 390,678		$ 711,750
Private Placement Warrants \| Sponsor
Shareholders' Deficit
Warrants transferred by sponsor to company			975,000
Class A ordinary shares
Shareholders' Deficit
Common shares authorized (in shares)					200,000,000			200,000,000
Ordinary shares, par value (in dollar per share) \| $ / shares					$ 0.0001			$ 0.0001
Number of shares outstanding					4,500,017	5,003,218		4,500,017
Temporary equity, shares issued									22,500,000
Common shares, votes per share \| Vote					1			1
Holders of number of shares who exercised their right to redeem shares					503,201	2,195,855	15,300,927
Class A ordinary shares \| Sponsor
Shareholders' Deficit
Ordinary shares, par value (in dollar per share) \| $ / shares										$ 0.03	$ 0.03
Class A ordinary shares \| Third Extension Option
Shareholders' Deficit
Holders of number of shares who exercised their right to redeem shares							2,195,855	503,201
Class A ordinary shares subject to possible redemption
Shareholders' Deficit
Temporary equity, shares issued					4,500,017			4,500,017	22,500,000
Temporary equity, shares outstanding					4,500,017			4,500,017	22,500,000
Sale of Units through public offering net of issuance costs (in shares)								4,500,017	22,500,000
Class A ordinary shares not subject to possible redemption
Shareholders' Deficit
Common shares authorized (in shares)					200,000,000			200,000,000	200,000,000
Ordinary shares, par value (in dollar per share) \| $ / shares					$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)					0			0	0
Number of shares outstanding					0			0	0
Class B ordinary shares
Shareholders' Deficit
Common shares authorized (in shares)					20,000,000			20,000,000	20,000,000
Ordinary shares, par value (in dollar per share) \| $ / shares					$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)				5,750,000	5,625,000			5,625,000	5,625,000
Number of shares outstanding				5,750,000	5,625,000			5,625,000	5,625,000
Shares subject to forfeiture				750,000
Common shares, votes per share \| Vote					1			1
Number of class A common stock issued upon conversion of each share (in shares)								1
Class B ordinary shares \| Sponsor
Shareholders' Deficit
Units sold by sponsor to the company			843,750
Purchase price, per unit \| $ / shares			$ 0.004
Units forfeited by sponsor during period, shares		125,000
Warrant Grant Agreement Transferring												1,775,000
Class B ordinary shares \| Anchor Investors
Shareholders' Deficit
Ordinary shares, par value (in dollar per share) \| $ / shares				$ 0.0001
Sale of Units through public offering net of issuance costs (in shares)				1,375,000

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($)	12 Months Ended
Fair Value of Financial Instruments (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets:
Cash and Marketable Securities held in Trust Account	$ 50,081,776	$ 230,595,291
Liabilities
Warrant liabilities	1,460,700	498,623
Change in fair value	1,352,755	(10,549,627)
Public Warrants
Liabilities
Warrant liabilities	900,000	280,125
Private Placement Warrants
Liabilities
Warrant liabilities	560,700	218,498
Level 1
Assets:
Cash and Marketable Securities held in Trust Account		230,595,291
Liabilities
Warrant liabilities	900,000	280,125
Level 1 \| Public Warrants
Liabilities
Warrant liabilities	900,000	280,125
Level 2
Liabilities
Warrant liabilities	560,700	218,498
Level 2 \| Private Placement Warrants
Liabilities
Warrant liabilities	$ 560,700	$ 218,498

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Mar. 01, 2024	Feb. 27, 2024	Feb. 01, 2024	Jan. 02, 2024	Dec. 31, 2023	Jan. 23, 2023	Dec. 31, 2022
Subsequent Events
Cash held in Trust Account					$ 50,081,776		$ 230,595,291
Non-convertible unsecured promissory note
Subsequent Events
Principal amount						$ 2,250,000
Subsequent events \| Sponsor
Subsequent Events
Cash held in Trust Account	$ 135,000		$ 135,000	$ 135,000
Subsequent events \| Non-convertible unsecured promissory note
Subsequent Events
Principal amount		$ 1,000,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,606,912)	$ 11,838,568

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false