Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
    
to
    
 
 
TARGET GLOBAL ACQUISITION I CORP.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Cayman Islands
  
001-41135
  
N/A
(State or other jurisdiction of
incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
PO Box 10176
Governor’s Square 23
Lime Tree Bay Avenue
, Grand Cayman
KY1-1102,
Cayman Islands
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 212-796-4796
Not Applicable
(Former name or former address, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of t
he
Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Class A ordinary shares, par value $0.0001 per share
  
TGAA
  
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
  
TGAAW
  
The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and
one-third
of one redeemable warrant
  
TGAAU
  
The Nasdaq Stock Market LLC
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T(§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
     Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act): Yes ☒ No ☐
As of
December 2
, 2024,
 
7,128,431 Class A ordinary shares, par value $0.0001 per share, and 25,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
Auditor Firm Id: PCAOB ID 688
  
Auditor Name: Marcum LLP
  
Auditor Location: Houston, Texa
s
 
 
 

Table of Contents

TARGET GLOBAL ACQUISITION I CORP.

TABLE OF CONTENTS

 

          Page  

Part I. Financial Information

      1  

Item 1.

   

Financial Statements

      1  
  

Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023

      1  
  

Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023

      2  
  

Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023

      3  
  

Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023

      4  
  

Notes to Condensed Unaudited Financial Statements

      5  

Item 2.

   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

      26  

Item 3.

   

Quantitative and Qualitative Disclosures Regarding Market Risk

      33  

Item 4.

   

Controls and Procedures

      33  

Part II. Other Information

      34  

Item 1.

   

Legal Proceedings

      34  

Item 1A.

   

Risk Factors

      34  

Item 2.

   

Unregistered Sales of Equity Securities and Use of Proceeds

      35  

Item 3.

   

Defaults Upon Senior Securities

      35  

Item 4.

   

Mine Safety Disclosures

      35  

Item 5.

   

Other Information

      36  

Item 6.

   

Exhibits

      36  
Part III. Signatures   

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TARGET GLOBAL ACQUISITION I CORP.
CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023
 
    
September 30,
2024
(Unaudited)
    
December 31,
2023
  
Assets:
     
Current assets:
     
Cash
    $ 5,693     $ 4,625  
Prepaid expenses
      22,749       25,750  
  
 
 
    
 
 
  
Total current assets
   
 
28,442
 
  
 
30,375
 
Investment held in Trust Account
      20,551,207       43,419,605  
  
 
 
    
 
 
  
Total assets
   
$
20,579,649
 
  
$
43,449,980
 
  
 
 
    
 
 
  
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
     
Current liabilities:
     
Accounts payable and accrued expenses
    $ 1,721,954     $ 825,683  
Due to related party
      548,783       263,951  
Promissory Note—Related Party
      1,302,581       2,011,015  
  
 
 
    
 
 
  
Total current liabilities
   
 
3,573,318
 
  
 
3,100,649
 
Deferred underwriting commissions
      —        3,760,690  
  
 
 
    
 
 
  
Total liabilities
   
 
3,573,318
 
  
 
6,861,339
 
  
 
 
    
 
 
  
Commitments and Contingencies (Note 6)
     
Class A ordinary shares subject to possible redemption, 1,781,016 and 3,934,220 shares at redemption value of $11.54 and $11.04 at September 30, 2024 and December 31, 2023, respectively
      20,551,207       43,419,605  
Shareholders’ Deficit
     
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023
      —        —   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,347,415 outstanding (excluding 1,781,016 and 3,934,220 shares subject to possible redemption) at September 30, 2024 and December 31, 2023
      535       535  
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 25,000 shares issued and outstanding at September 30, 2024 and December 31, 2023
      2       2  
Accumulated deficit
      (3,545,413 )     (6,831,501 ) 
  
 
 
    
 
 
  
Total Shareholders’ Deficit
   
 
(3,544,876
)
  
 
(6,830,964
) 
  
 
 
    
 
 
  
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
   
$
20,579,649
 
  
$
43,449,980
 
  
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
1
TARGET GLOBAL ACQUISITION I CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
 
    
Three Months Ended
September 30,
    
Nine Months Ended
September 30,
  
    
2024
    
2023
    
2024
    
2023
  
General and administrative expenses
    $ 1,608,381     $ 349,242     $ 2,407,973     $ 1,361,327  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
   
 
(1,608,381
)
  
 
(349,242
) 
  
 
(2,407,973
)
  
 
(1,361,327
) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Other income (expense):
         
Recovery of previously incurred costs
      32       —        476,574       —   
Finance cost
     (2,813,549 )       (2,813,549 )  
Interest income on investment held in Trust Account
      247,903       625,818       1,204,492       5,116,755  
  
 
 
    
 
 
    
 
 
    
 
 
  
Total other income (expense)
      (2,565,614 )     625,818       (1,132,483 )     5,116,755  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net (loss) income
   
$
(4,173,995
)
  
$
276,576
 
  
$
(3,540,456
)
  
$
3,755,428
 
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
      2,015,060       4,495,530       3,289,830       14,330,959  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption
    $ (0.57 )    $ 0.03     $ (0.41 )    $ 0.19  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted, weighted average shares outstanding, Class A and Class B
non-redeemable
ordinary shares
      5,372,415       5,372,415       5,372,415       5,372,415  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net (loss) income per share, Class B
non-redeemable
ordinary shares
    $ (0.57 )    $ 0.03     $ (0.41 )    $ 0.19  
  
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
2
TARGET GLOBAL ACQUISITION I CORP.
UNAUDITED CONDENSED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
 
    
Class A
Ordinary Shares
Not subject to
redemption
     
Class B
Ordinary Shares
     
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Shareholders’
Deficit
  
    
Shares
     
Amount
     
Shares
     
Amount
                      
Balance as of December 31, 2023
   
 
5,347,415
 
   
$
535
 
   
25,000
 
   
$
2
 
   
$
— 
 
   
$
(6,831,501
) 
  
$
(6,830,964
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —         —         —         (824,568 )      (824,568 ) 
Net loss
      —         —         —         —         —         (109,698 )      (109,698 ) 
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of March 31, 2024
   
 
5,347,415
 
   
$
535
 
   
 
25,000
 
   
$
2
 
   
$
— 
 
   
$
(7,765,767
) 
  
$
(7,765,230
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —         —         —         (657,021 )      (657,021 ) 
Waiver of deferred underwriting commissions
      —         —         —         —         —         3,760,690       3,760,690  
Equity contribution from previous sponsor
      —         —         —         —         —         1,867,216       1,867,216  
Net income
      —         —         —         —         —         743,237       743,237  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of June 30, 2024
   
 
5,347,415
 
   
$
535
 
   
 
25,000
 
   
$
2
 
   
$
— 
 
   
$
(2,051,645
) 
  
$
(2,051,108
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —         —         —         (253,710 )      (253,710 ) 
Contribution from previous sponsor
                     120,388       120,388  
Spons
or equity cont
rib
ut
ion
                    2,813,549       2,813,549  
Net loss
      —         —         —         —         —         (4,173,995 )     (4,173,995 )
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of September 30, 2024
   
 
5,347,415
 
   
$
535
 
   
 
25,000
 
   
$
2
 
   
$
— 
 
   
$
(3,545,413
)
  
$
(3,544,876
)
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
 
    
Class A
Ordinary Shares
subject to redemption
     
Class B
Ordinary Shares
    
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Shareholders’
Deficit
  
    
Shares
     
Amount
     
Shares
    
Amount
                     
Balance as of December 31, 2022
      —       $ —    
 
5,372,415
 
  
$
537
 
  
$
— 
     
$
(7,801,151
) 
  
$
(7,800,614
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —        —        —         (2,358,022 )      (2,358,022 ) 
Partial waiver of deferred underwriters’ discount
      —         —             3,760,690        —        3,760,690  
Net income
      —         —         —        —        —         2,105,779       2,105,779  
  
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of March 31, 2023
      —       $ —    
 
5,372,415
 
  
$
537
 
  
$
3,760,690
 
   
$
(8,053,394
) 
  
$
(4,292,167
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —        —        —         (2,402,931 )      (2,402,931 ) 
Net income
      —         —         —        —        —         1,373,073       1,373,073  
  
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of June 30, 2023
      —       $ —    
 
5,372,415
 
  
$
537
 
  
$
3,760,690
 
   
$
(9,083,251
) 
  
$
(5,322,024
) 
Accretion for Class A ordinary shares to redemption value
      —         —         —        —        —         (715,818 )      (715,818 ) 
Conversion of Class B ordinary shares to Class A ordinary shares
      5,347,415        535        (5,347,415 )      (535 )      —         —        —   
Net income
      —         —         —        —        —         276,576       276,576  
  
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of September 30, 2023
   
 
5,347,415
 
   
$
535
 
   
$
25,000
 
  
$
2
 
  
$
3,760,690
 
   
$
(9,522,493
) 
  
$
(5,761,266
) 
  
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
3
TARGET GLOBAL ACQUISITION I CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2024 AND 2023
 
    
For the Nine Months Ended
September 30,
  
    
2024
    
2023
  
Cash flows from operating activities:
     
Net (loss) income
    $ (3,540,456 )   $ 3,755,428  
Adjustments to reconcile net (loss) income to net cash used in operating activities:
     
Finance cost
      2,813,549       —   
Interest earned on investment held in Trust Account
      (1,204,492 )      (5,116,755 ) 
Changes in operating assets and liabilities:
     
Prepaid expenses
      3,001       70,081  
Accounts payable and accrued expenses
      896,271       426,336  
Due to related party
      351,364       90,000  
  
 
 
    
 
 
  
Net cash used in operating activities
   
 
(680,763
) 
  
 
(774,910
) 
  
 
 
    
 
 
  
Cash flows from investing activities:
     
Extension contributions in Trust Account
      (530,807 )      (360,015 ) 
Cash withdrawn from Trust Account in connection with redemption
      24,603,697       178,982,472  
  
 
 
    
 
 
  
Net cash provided by investing activities
   
 
24,072,890
 
  
 
178,622,457
 
  
 
 
    
 
 
  
Cash flow from financing activity:
     
Redemption of shares
      (24,603,697 )      (178,982,472 ) 
Proceeds of promissory note—related party
      1,092,250       810,015  
Contribution from previous sponsor
      120,388       —   
  
 
 
    
 
 
  
Net cash used in a financing activity
   
 
(23,391,059
) 
  
 
(178,172,457
) 
  
 
 
    
 
 
  
Net change in cash
      1,068       (324,910 ) 
Cash, beginning of the period
      4,625       394,251  
  
 
 
    
 
 
  
Cash, end of the period
   
$
5,693
 
  
$
69,341
 
  
 
 
    
 
 
  
Supplemental disclosure of cash flow information:
     
Waiver of deferred underwriting commissions
    $ 3,760,690     $ 3,760,690  
  
 
 
    
 
 
  
Equity contribution from previous sponsor
    $ 1,867,216     $ —   
  
 
 
    
 
 
  
Accretion for Class A ordinary shares to redemption
    $ 1,735,299     $ 5,476,770  
  
 
 
    
 
 
  
The accompanying notes are an integral part of these
unaudited
condensed
financial
statements.
 
4
TARGET GLOBAL ACQUISITION I CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Target Global Acquisition I Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 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 (the “Business Combination”).
As of September 30, 2024, the Company had not commenced any operations. All activity for the period from February 2, 2021(inception) through September 30, 2024 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investment held in a U.S. based Trust Account at J.P. Morgan Chase Bank, N.A. (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental” or “CST”) from the proceeds derived from the Company’s initial public offering (the “Initial Public Offering” “IPO”). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement.
In connection with the IPO, the underwriters were granted a
45-dayoption
from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $14,896,580 to the Company. Concurrently with the exercise of the Over-Allotment Option, the Company completed the private sale of 397,242 additional Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $595,863.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company must complete one or more initial Business Combinations with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commission and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
 
5
Following the closing of the IPO on December 13, 2021, and the exercise of the underwriter’s Over-Allotment Option on December 29, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a Trust Account. On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of its Business Combination or the liquidation of the Company.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within the deadline prescribed in the Company’s amended and restated memorandum and articles of association (the “Articles”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) 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 its public shares if the Company has not consummated an initial Business Combination within the deadline prescribed in the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote 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 Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
2024 Securities Assignment Agreement
On May 31, 2024, CIIG Management III LLC (“CIIG III”) entered into a Securities Assignment Agreement (the “Assignment Agreement” or “Transaction”), by and between the Sponsor, the Company and CIIG III, whereby the Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares of the Company to CIIG III. In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter (defined below) and a joinder agreement to the Registration and Shareholder Rights Agreement, as amended entered into by the Sponsor in connection with the Company’s initial public offering.
According to the provisions of the Assignment Agreement, Sponsor agreed that it will pay all operating expenses of the Company and the Sponsor (i) incurred and accrued through May 29, 2024 other than any expenses related to the extraordinary general meeting of shareholders to be held on July 10, 2024 (the “Shareholder Meeting”) and (ii) otherwise related to the year ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the Company’s 2023 and first quarter of 2024 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year 2023 and first quarter of 2024 (e.g.,
8-K,
10-Q
and
10-K
filings), which may be filed in the calendar year 2024, (C) all costs related to any required tax filings of the Company or the Sponsor for the year ended December 31, 2023, (D) any other expenses incurred in calendar year 2023 and first quarter of 2024 prior to the closing of the Purchaser’s purchase of the Class A Ordinary Shares and the Class B Ordinary Shares, and (E) premiums for director and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the “Legacy Expenses”); provided, however, that the Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction in an amount up to $1,750,000 with such reimbursement being contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). The Company will use its best efforts to have the Legacy Expenses (i) approved and incorporated as part of such initial business combination and (ii) paid on a
pari passu
basis with all other Legacy expenses incurred as part of the initial business combination. The Sponsor has agreed to satisfy or settle any liabilities incurred prior to the Transaction closing date not covered by the Reimbursement and provided the Purchaser documented agreements as to such ten business days prior to the closing of the Transaction.
Each of the Sponsor and the Purchaser agreed that they will be responsible for their respective legal expenses incurred to consummate the Transaction, and the Purchaser further agreed that it would be responsible thereafter for any fees and expenses (including but not limited to legal, accounting, printer and transfer agent fees), and any additional consideration (including in the form of Class A ordinary shares or Class B ordinary shares or other securities) paid to shareholders in connection with the extension of the Company’s maturity date as detailed in the Company’s Amended and Restated Memorandum and Articles of Association. The Purchaser also agreed to be responsible for any operating expenses incurred from the closing date of the Transaction through the closing of the Company’s initial business combination (unless as otherwise described in the Assignment Agreement), including (A) expenses related to D&O insurance coverage extension incurred on and after June 8, 2024, (B) monthly operating expenses due to the Company’s transfer agent and (C) quarterly operating expenses due to the Company’s auditor, financial printer, and accounting vendor.
In connection with the Company’s IPO and the Transaction, the Sponsor, CIIG III, officers and directors of the Company entered into letter agreements (the “Insider Letters”) with the Company in which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to 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 its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholders in accordance with the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholders in accordance with the Company’s Articles, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the Initial Business Combination within the prescribed time frame, and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
In connection with the Transaction, the
Lock-Up
period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters. In addition, the Company received a waiver in connection with the Transaction from the lead underwriter of its entitlement to receive the payment of its portion of the Deferred Discount. Pursuant to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination and 50% of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination.
On May 31, 2024, Michael Minnick was appointed as the Chief Executive Officer of the Company.
On July 10, 2024, the Company held the Shareholder Meeting in lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend the Company’s Articles to eliminate the requirement to make monthly cash deposits to the Trust Account in order to extend the Termination Date from July 8, 2024 to December 9, 2024 (the “The Third Extension”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has entered into a letter of intent or definitive binding agreement to consummate a Business Combination by the Termination Date, on a monthly basis up to six times by an additional one month each time, by resolution of the Company’s board of directors, and upon one calendar days’ advance notice prior to the applicable Termination Date, until June 9, 2025. In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share. As a result, $24,603,697 will be removed from the Trust Account to redeem such shares and 7,128,431 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, $20,350,872 will remain in the Trust Account. As a result of the approval of the Articles, an additional $5,806 was deposited into the Trust Account representing the
two-day
prorated amount of the $90,000 monthly deposit for a 31 day month for the July
8-9,
2024 period. In connection with the Shareholder Meeting, the Company and CIIG III entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608 Class A ordinary shares, par value $0.0001 per share.
 
6
Extensions of Business Combination Deadline
The Company initially had 18 months from the closing of the IPO, until June 13, 2023 (or up to 24 months from the closing of the Company’s IPO if the Company extended the period of time to consummate a Business Combination, subject to the Sponsor depositing additional funds in the Trust Account) to complete an initial Business Combination.
On June 2, 2023, the Company amended its Articles to extend the date by which it has to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company to elect to further extend the date by which the Company has to consummate an initial Business Combination (the “Termination Date”) on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing of a Business Combination shall have occurred prior thereto. In connection with this extension, the Company also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s revised Articles. In connection with this extension, stockholders holding 16,994,128 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $178,982,472 (approximately $10.53 per share) was removed from the Company’s Trust Account to pay such holders.
On December 15, 2023, the Company amended its Articles once again to extend the Termination Date from January 13, 2024 to May 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of a Business Combination shall have occurred prior thereto. In connection with such Second Extension, the Company entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s further revised Articles. In connection with this extension, stockholders holding 561,310 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $6,182,366 (approximately $11.01 per share) was removed from the Company’s Trust Account to pay such holders.
On May 6, 2024, the Company elected to extend the Termination Date by one month, until June 8, 2024. In connection with such extension, on May 6, 2024, the Contributor deposited $90,000 into the Trust Account as a December 2023 EGM Contribution.
On June 6, 2024, the Company elected to extend the Termination Date by one month, until July 8, 2024. In connection with such extension, on June 8, 2024, the Contributor deposited $90,000 into the Trust Account.
On July 10, 2024, the Company held its Shareholder Meeting in lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to eliminate the requirement to make monthly cash deposits to the Trust Account in order to extend the date by which the Company has to consummate a Business Combination (the “Termination Date”) from July 8, 2024 to December 9, 2024 (the “The Third Extensions”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has by the Articles Extension Date entered into a letter of intent or definitive binding agreement to consummate a Business Combination, on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, and upon one calendar days’ advance notice prior to the applicable Termination Date, until June 9, 2025. As a result of the approval of the Articles, an additional $5,806 was deposited into the Trust Account representing the
two-day
prorated amount of the $90,000 monthly deposit for a
31-day
month for the July
8-9,
2024 period.
In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share. As a result, approximately $24,603,697 will be removed from the Trust Account to redeem such shares and 7,128,431 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $20,350,872 will remain in the Trust Account.
In connection with the Shareholder Meeting, the Company and CIIG Management III LLC entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to validly rescind any redemption requests on an aggregate of 1,679,608 Class A ordinary shares, par value $0.0001 per share.
Liquidity, Capital Resources and Going Concern
As of September 30, 2024, the Company had cash outside the Trust Account of $5,693, available for working capital needs, and working deficit of $3,544,876.
Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, the Company’s officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
The Company’s liquidity needs up to September 30, 2024, had been satisfied through a payment from the Sponsor of $25,000 (see Note 5 of the Financial Statements) for the Founder Shares (as defined below) to cover certain offering costs and the borrowings under certain unsecured promissory notes from the Sponsor of up to $2,038,250 (see Note 5 of the Financial Statements). As of September 30, 2024, the amounts under these notes were fully drawn and outstanding. In addition, the Sponsor deposited $1,065,015 into the Trust Account in connection with the extensions.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5 of the Financial Statements). As of September 30, 2024, there were no amounts outstanding under any Working Capital Loans.
 
7
If the Company is unable to complete a business combination within the deadline prescribed in the Company’s Articles, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic
2014-15,
“Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that potential liquidity and capital shortage as described above and a mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if the Company is unable to continue as a going concern.
Risks and Uncertainties and Factors That May Adversely Affect the Company’s Results of Operations
Management is currently evaluating the impact of the current global economic uncertainty including as a result of high inflation, rising interest rates, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and the ability to complete a Business Combination.
 
8
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, and pursuant to the accounting and disclosure rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023, which contains the audited financial statements and notes thereto for year ended December 31, 2023 as filed with the SEC on April 4, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.
Emerging Growth Company Status
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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
 
9
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.
Trust Account
At the date hereof and as of December 31, 2023, respectively, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $5,693 and $4,625 in cash and no cash equivalents as of September 30, 2024, and December 31, 2023, respectively.
 
10
Investment Held in Trust Account
As of September 30, 2024, and December 31, 2023, the Company had $20,551,207 and $43,419,605 in the Trust Account, respectively. As of September 30, 2024, and December 31, 2023, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account.
Investments held in an interest-bearing demand deposit account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurement
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:
 
  •  
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; and
 
  •  
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.
 
11
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of September 30, 2024 and December 31, 2023.
All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with
ASC-480-10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption, December 31, 2022
   
$
222,234,685
 
Less:
   
Redemptions
      (185,164,838 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      6,349,758  
  
 
 
  
Class A ordinary shares subject to possible redemption, December 31, 2023
   
 
43,419,605
 
Less:
   
Redemptions
      (24,603,697 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      1,735,299  
  
 
 
  
Class A ordinary shares subject to possible redemption, September 30, 2024
   
$
20,551,207
 
  
 
 
  
 
12
Offering Costs associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the
ASC-340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic
5A-
“Expenses of Offering.”
Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs.
On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. On May 29, 2024, UBS, the other of the two underwriters, executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
 
13
Net (Loss) Income Per Ordinary Share
Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the period presented.
The basic and diluted income per ordinary share is calculated as follows:
 
    
For the Three Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A and
Class B
non-redeemable
     
Class A
redeemable
     
Class A and
Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,126,979 )    $ (3,047,016 )    $ 127,225      $ 149,351  
Denominator:
            
Basic and diluted weighted average shares outstanding
      2,015,060        5,372,415        4,495,530        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.57 )     $ (0.57 )     $ 0.03      $ 0.03  
    
For the Nine Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A
and Class B
non-redeemable
     
Class A
redeemable
     
Class A
and Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,345,374 )    $ (2,195,082 )    $ 2,741,462      $ 1,013,966  
Denominator:
            
Basic and diluted weighted average shares outstanding
      3,289,830        5,372,415        14,330,959        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.41 )     $ (0.41 )     $ 0.19      $ 0.19  
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
 
14
Share-Based Compensation
The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to
non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.
Recent Accounting Standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and
one-third
of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in the Trust Account. On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s Business Combination or the liquidation of the Company.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or $10,595,863 in the aggregate, in a private placement.
The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
 
15
If the Company does not complete the initial Business Combination within the
deadline
prescribed by the Company’s Articles, the Private Placement Warrants will expire worthless.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On February 8, 2021, an affiliate of the Sponsor paid $25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On December 29, 2021, 377,585 Founder Shares were forfeited as a result of underwriter’s partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option expired. As a result, the Founder Shares are no longer subject to forfeiture.
On and prior to July 10, 2024, the Company and the Sponsor entered into agreements (the “July 2024 Non-Redemption Agreements”) with third parties in exchange for them agreeing not to redeem Class A ordinary shares at the Special Meeting at which a proposal to amend to the Company’s Memorandum and Articles of Association to effect an extension of time for the Company to consummate an initial business combination (the “The Third Extension Charter Amendment Proposal”) from July 8, 2024 to June 9, 2025 (the “The Third Extension”). The Non-Redemption Agreements provide for the allocation of 629,852 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain public shares at the Special Meeting. The Company estimated the aggregate fair value of the Founder Shares attributable to the July 2024 Non-Redemption Agreements to be $2,813,549 or approximately $4.47 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and a finance cost in accordance with SAB Topic 5A.
 
16
Prior to the completion of the IPO, the Sponsor transferred 300,000 of Founder Shares to some of the Company’s directors and executives in recognition of and compensation for their future services to the Company. On July 11, 2023, the Company issued an aggregate of 275,000 Class A ordinary shares to certain of the Company’s directors and executives upon the conversion of an equal number of Founder Shares held by such directors and executives. On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and a director of the Company (the “Director”), the Sponsor assigned and transferred to the Director 25,000 of the Company’s Class A ordinary shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Founder Shares. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 300,000 shares granted to the Company’s directors, and executives was $1,926,000 or $6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2024 and December 31, 2023, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized.
The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares:
 
  •  
50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of the initial Business combination;
 
  •  
25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination; and
 
  •  
25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $13.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination.
On May 31, 2024, the Sponsor transferred 3,533,191 Class A and 17,500 Class B Ordinary Shares to CIIG III as part of the terms of the 2024 Securities Assignment Agreement, described in Note 1.
In connection with the Transaction, the
Lock-Up
period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters. Pursuant to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination and 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination.
In connection with the Shareholder Meeting, the Company and CIIG III entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608 Class A ordinary shares.
Promissory Note — Related Party
On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. Any loans under the promissory note are
non-interest
bearing, unsecured and have no fixed terms or repayment and can be repaid at any time. The loans under the initial promissory note were repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.
 
17
In addition, the Company and the Sponsor entered into the following promissory notes:
 
  •  
On November 11, 2022, the Sponsor agreed, under a separate promissory note, to loan the Company up to $500,000. This note is not interest bearing and it has to be repaid the date on which the Company consummates its initial business combination. This facility was fully drawn as of September 30, 2024.
 
  •  
On June 27, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $250,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On December 15, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional amount of $1,000,000.This note is not interest bearing and it has to be repaid on or before December 31, 2025. The Company has drawn $
701,000
under terms of this note as of September 30, 2024.
 
  •  
On March 26, 2024, the Sponsor agreed, under a separate promissory note, to loan the Company additional amount of $80,000. This note is not interest bearing and it has to be repaid on or before
December 31, 2025
. The Company has drawn $57,250 under terms of this note as of September 30, 2024.
 
  •  
On May 14, 2024, the Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $30,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. This facility was fully drawn as of September 30, 2024.
 
  •  
On May 17, 2024, the Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $300,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. The Company has drawn $300,000 under terms of this note as of September 30, 2024.
Contribution Notes
In connection with the amendment of the Articles of June 2, 2023, the Contributor agreed to deposit into the Trust Account the June 2023 EGM Contributions for the maximum aggregate amount of $810,000. The June 2023 EGM Contributions are evidenced by anon-interest bearing, unsecured convertible promissory note to our Sponsor (the “June 2023 EGM Contribution Note”) and will be repayable by the Company upon consummation of a Business Combination. The amount of $630,015 was drawn and contributed to the Trust Account and was outstanding under the June 2023 EGM Contribution Note as of September 30, 2024 and December 31, 2023.
The June 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the June 2023 EGM Contribution Note does not meet the definition of a derivative instrument.
In connection with the Second Extension, the Contributor agreed to deposit into the Trust Account the December 2023 EGM Contributions for the maximum aggregate amount of $975,000. The December 2023 EGM Contributions are evidenced by the December 2023 EGM Contribution Note and will be repayable by the Company upon consummation of a Business Combination. As of September 30, 2024, and December 31, 2023, $435,000 and $0, respectively, was drawn and contributed to the Trust Account and was outstanding under the December 2023 EGM Contribution Note, respectively.
 
18
The December 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the December 2023 EGM Contribution Note does not meet the definition of a derivative instrument.
2024 Securities Assignment Agreement
Pursuant to the Assignment Agreement, Sponsor agreed to reduce to zero any remaining balance of the promissory notes issued to the Company on
November 11, 2022
,
June 27, 2023
,
August 17, 2023
,
December 15, 2023
, and
January 9, 2024
, and the contribution notes issued to the Company on
June 2, 2023
and
January 9, 2024
in excess of $1,750,000 and have the $1,750,000 balance of the promissory notes and contribution notes paid as part of the Reimbursement so long as the inclusion of such balance does not result in the aggregate amount of Legacy Expenses exceeding $1,750,000. The residual amount of promissory notes to the Sponsor as of September 30, 2024 is $1,302,581, which is reflected in the Company’s balance sheet.
 
19
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) on anon-interest basis. If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans.
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 Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2024, and December 31, 2023, the Company had no borrowings under the Working Capital Loans.
 
20
Administrative Services Fee
The Company pays Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2024 and December 31, 2023, the Company had accrued $313,951 and $247,419, respectively, for the administrative support services. According to the terms of the Assignment Agreement the administrative services agreement was terminated and the amount of the administrative fees previously incurred by the Company and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company’s balance sheet as of September 30, 2024 , and which is expected to be paid at the completion of Business Combination.
Advances from CIIG III
Subsequent to the date of the Transaction, CIIG III paid certain operating expenses of the Company. A total of such payments amounted to $301,364, which is included in the due to related party in the Company’s balance sheet as of September 30, 2024.
Dissolution Expenses
On June 25, 2024, the Board of Directors agreed to waive the Company’s right under Article 49 of the Company’s Amended and Restated Memorandum and Articles of Association to access up to $100,000 of interest from the Company’s trust account established in connection with Company’s initial public offering in the event Proposals 1 and 2 were approved at the Company’s July 10, 2024 Shareholder Meeting. As a result of the approval of Proposals 1 and 2 at the Company’s July 10, 2024 Shareholder Meeting, CIIG Management III LLC, a Delaware limited liability company, has agreed to pay up to $100,000 of dissolution expenses that might occur in the event a business combination transaction does not occur.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters had a
45-day
option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. This option has been assessed a value of $120,000 based on a Black-Scholes model. This amount has been included in the balance sheets as “Over-Allotment option liability.”
On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option.
The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,521,380, in the aggregate, was originally payable to the Company’s underwriters for deferred underwriting commission.
On January 10, 2023, BofA executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
On May 29, 2024, UBS executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
 
21
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares
— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares
— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 5,347,415 Class A ordinary shares outstanding (excluding 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption which have been issued).
On July 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares to the Sponsor and certain directors and officers of the Company (each, a “Holder”, together the “Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares held by the Holders.
The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Company’s Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders.
On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and the Director, the Sponsor assigned and transferred to the Director 25,000 of the Company’s Class A ordinary shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Class B ordinary shares of the Company.
As of September 30, 2024 and December 31, 2023, there were 7,128,431 and 9,281,635 Class A ordinary shares outstanding (including 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption), respectively.
Class
 B Ordinary Shares
— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of September 30, 2024 and December 31, 2023, there were 25,000 Class B ordinary shares outstanding.
 
22
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share capitalizations, 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 connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder hares will never occur on a less than
one-for-one
basis.
Warrants
— Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment.
The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.
The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit.
The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
 
23
Redemption of public warrants
Once the warrants become exercisable, the Company may redeem the public warrants for redemption:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) 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.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the deadline prescribed in the Company’s Articles and the Company liquidates the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such public warrants. Accordingly, the public warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 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 a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be
non-redeemable
and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.
As of November 2, 2023, the Company accounted for 14,227,128 warrants (including 7,163,219 Public Warrants and 7,063,909 Private Placement Warrants) in accordance with the guidance contained in
ASC815-40.
 
24
Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
NOTE 8 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
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; and
 
  •  
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.
The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine su
c
h fair value:
 
    
September 30,
2024
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 20,551,207      $ 20,551,207      $ —       $ —   
   $ 20,551,207      $ 20,551,207      $ —       $ —   
    
December 31,
2023
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 43,419,605      $ 43,419,605      $ —       $ —   
   $ 43,419,605      $ 43,419,605      $ —       $ —   
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, other than as described below, the Company did
not
identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated financial statements.
On October 28, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company’s warrants are no longer in compliance with the Nasdaq continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”). The Notice additionally indicates that the Company, pursuant to the Listing Rules, has 45 calendar days, or until December 9, 2024, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision to a hearings panel. The Company is currently evaluating available options to regain compliance with the Nasdaq continued listing criteria as they relate to the Company’s Public Warrants.
On December 2, 2024, the Company, entered into an Agreement and Plan of Merger, by and among the Company, Vital Merger Sub 1 Corp., a wholly-owned Delaware corporation of the Company, Vital Merger Sub 2 LLC, a wholly-owned Delaware limited liability company of the Company, and VenHub Global, Inc., a Delaware corporation.
 
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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Target Global Acquisition I Corp.,” “our,” “us” or “we” refer to Target Global Acquisition I Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. The Company’s filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this Quarterly Report on Form 10-Q.

Overview

We are a blank check company incorporated on February 2, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Our Sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares. The registration statement for our IPO was declared effective on December 8, 2021. On December 13, 2021, we commenced our IPO of 20,000,000 units at $10.00 per unit. Transaction costs related to the IPO amounted to $12,535,264 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions (including the portion of the deferred underwriting commission subsequently waived by BofA on January 10, 2023), $510,000 in value of the over-allotment option, and $1,025,264 of other offering costs. Simultaneously with the consummation of the IPO, we consummated the private placement of 6,666,667 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. The sale of the Private Placement Warrants in connection with the IPO generated gross proceeds of $10,000,000. On December 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of $14,896,580.

Following the closing of the IPO on December 13, 2021, and the subsequent close of the partial over-allotment option on December 29, 2021, a total of $219,194,512 from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was deposited into the Trust Account. On November 24, 2023, we instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Business Combination or the liquidation of our Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of our public shares if

 

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we are unable to complete the initial Business Combination by deadline prescribed in the our Articles, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if we have not consummated an initial Business Combination by the deadline prescribed in our Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

 

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We initially had 18 months from the closing of the IPO, until June 13, 2023 (or up to 24 months from the closing of our IPO if we extended the period of time to consummate a Business Combination, subject to our Sponsor depositing additional funds in our Trust Account) to complete an initial Business Combination.

On June 2, 2023, we amended our Articles to extend the date by which we have to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such extension, we also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles. In connection with this extension, stockholders holding 16,994,128 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $178,982,472 (approximately $10.53 per share) was removed from the Company’s Trust Account to pay such holders.

In addition, the Sponsor, its affiliates and designees agreed to deposit into the Trust Account as a loan (a “June 2023 EGM Contribution,” and the Sponsor, its affiliate or designee making such June 2023 EGM Contribution, a “Contributor”) (i) on June 14, 2023, with respect to the extension to September 13, 2023, an amount equal to the lesser of (x) $270,000 or (y) $0.084 per public share multiplied by the number of public shares outstanding, and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined to extend the date by which the Company must consummate an initial Business Combination for an additional month, with respect to the extension to each such additional month, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, with the maximum aggregate amount of June 2023 EGM Contributions being $810,000. It was further agreed that the June 2023 EGM Contributions will be evidenced by the June 2023 EGM Contribution Note and will be repayable by the Company upon the Maturity Date.

Following the first amendment to the Company’s Articles, the Company’s board of directors, upon request of the Sponsor, elected to extend the Termination Date four times by an additional one month each time, from September 13, 2023 until January 13, 2024. In connection with these extensions, the Contributor deposited $90,000 into the Trust Account for each such monthly extension, each as a June 2023 EGM Contribution.

The June 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the June 2023 EGM Contribution Note does not meet the definition of a derivative instrument.

On December 15, 2023, we amended our Articles once again to extend the date by which we have to consummate an initial Business Combination from January 13, 2024 to July 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such Second Extension, we entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles. In connection with this extension, stockholders holding 561,310 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $6,182,366 (approximately $11.01 per share) was removed from the Company’s Trust Account to pay such holders.

 

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In connection with the Second Extension, the Contributor agreed to deposit into the Trust Account a December 2023 EGM Contribution (i) on or before January 13, 2024, with respect to the extension to May 8, 2024, an amount equal to $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined to extend the date by which the Company must consummate an initial Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount equal to $90,000, with the maximum aggregate amount of December 2023 EGM Contributions being $975,000. It was further agreed that the December 2023 EGM Contributions will be evidenced by a December 2023 EGM Contribution Note and will be repayable by the Company upon the completion of Business Combination. On January 11, 2024, in connection with the Second Extension, the Contributor deposited $345,000 into the Trust Account as a December 2023 EGM Contribution. Further $185,806 was deposited in the Trust Account through September 30, 2024.

The December 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the December 2023 Contribution Note does not meet the definition of a derivative instrument.

On May 31, 2024, Shmuel Chafets informed the Company of his decision to resign as Chief Executive Officer (“CEO”) of the Company, effective immediately. Also on May 31, 2024, the board of directors of the Company appointed Mr. Michael Minnick as CEO of the Company, effective immediately.

Additionally, in connection with this appointment, Mr. Minnick entered into an indemnity agreement and an insider letter (the “Purchaser Insider Letter”) with the Company. CIIG III entered into an identical Purchaser Insider Letter. The indemnity agreement and Purchaser Insider Letter are similar to the indemnity agreements and insider letters that the directors and officers of the Company entered into at the time of the Company’s initial public offering provided however the Lock-Up period definition in the Purchaser Insider Letter was amended with the consent of the Company and the other parties in accordance with the terms of the insider letter.

On May 31, 2024, CIIG III entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and between the Sponsor, the Company and CIIG III, whereby the Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares of the Company. In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter and a joinder agreement to the Registration and Shareholder Rights Agreement, as amended, entered into by the Sponsor in connection with the Company’s initial public offering. In connection with the Purchaser Insider Letter, the Company, Sponsor and other parties to the IPO Insider Letter executed a waiver and amendment modifying section 9(a) of the Lockup Period definition and the Sponsor and each Insider agreed to vote any ordinary shares owned by them in favor of any amendment to modify or extend the time to complete a proposed Business Combination in favor of such related proposals recommended by the Board of Directors. Additionally, the Company and the Sponsor and other signatories thereto executed an amendment to the Registration and Shareholder Rights Agreement to amend the definition of “Founder Shares Lock-up Period” in the agreement.

On May 31, 2024, the Company entered into a non-binding Letter of Intent to consummate a Business Combination with a prospective target in the robotics industry utilizing artificial intelligence technology which the Company believes is a compelling investment opportunity. The Company is currently in negotiations with the Prospective Target and the execution of a business combination agreement is subject to several conditions, including the completion of due diligence and the negotiation and preparation of documentation.

On July 10, 2024, the Company amended the Articles once again to extend the date by which the Company must consummate an initial Business Combination from July 8, 2024 to December 9, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has by the Articles Extension Date entered into a letter of intent or definitive binding agreement to consummate a Business Combination, on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, and upon one calendar days’ advance notice prior to the applicable Termination Date, until June 9, 2025 unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such Third Extension, we entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles.

In addition, in connection with such Third Extension, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share. As a result, an amount of $24,603,697 was removed from the Trust Account to redeem such shares and 7,128,431 Class A ordinary shares of the Company remained outstanding after the redemption was effected. Upon payment of the redemptions, $20,350,872 remained in the Trust Account.

As of September 30, 2024 and December 31, 2023, the total June and December 2023 EGM Contributions into the Trust Account was $1,065,015 and $630,015, respectively.

If we have not consummated an initial Business Combination within the deadline prescribed in our Articles, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the deadline prescribed in the Company’s Articles.

 

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Liquidity, Capital Resources and Going Concern

As of September 30, 2024, we had cash outside the Trust Account of $5,693, available for working capital needs, and working capital deficit of $3,544,876. Until consummation of our Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

Our liquidity needs up to September 30, 2024, had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $2,038,250. As of September 30, 2024 and December 31, 2023, the amounts under these notes were fully drawn and outstanding. In total our Sponsor deposited $1,065,015 and $630,015 into the Trust Account in connection with our Extension Notes as of September 30, 2024, and December 31, 2023.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide us Working Capital Loans. As of September 30, 2024, there were no amounts outstanding under any Working Capital Loans.

If we are unable to complete a business combination within the deadline prescribed in our Articles, we will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account, and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in our registration statement, and then seek to dissolve and liquidate. In connection with the our assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, our management has determined that potential liquidity and capital shortage as described above and a mandatory liquidation, and subsequent dissolution, should we be unable to complete a business combination, raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if we are unable to continue as a going concern.

Risks and Uncertainties and Factors That May Adversely Affect our Results of Operations

Our management is currently evaluating the impact of the current global economic uncertainty including as a result of high inflation, rising interest rates, supply chain disruptions, the Israel-Hamas conflict, the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of this Quarterly Report. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Results of Operations

As of September 30, 2024, we had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, 2024 relates to our formation and the IPO. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on investment held in Trust Account from the proceeds derived from the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had net loss of $4,173,995, which consisted of income from investments held in the Trust Account and operating account of $247,903 and recoveries of previously incurred costs of $32 (representing settlements of previously outstanding balances to some of the vendors, primarily Company’s legal counsel), offset by finance cost of $2,813,549 and general and administrative expenses of $1,608,381.

For the nine months ended September 30, 2024, we had net loss of $3,540,456, which consisted of income from investments held in the Trust Account and operating account of $1,204,492 and recoveries of previously incurred costs of $476,574 (representing settlements of previously outstanding balances to some of the vendors, primarily Company’s legal counsel), offset by finance cost of $2,813,549 general and administrative expenses of $2,407,973.

For the three months ended September 30, 2023, we had net income of $276,576, which consisted of income from investments held in the Trust Account and operating account of $625,818, offset by general and administrative expenses of $349,242.

For the nine months ended September 30, 2023, we had net income of $3,755,428, which consisted of income from investments held in the Trust Account and operating account of approximately $5,116,755, offset by general and administrative expenses of approximately $1,361,327.

 

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Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Office Space, Secretarial and Administrative Services

Commencing on December 9, 2021, through the earlier of consummation our initial Business Combination and the liquidation, we agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. The Company incurred $0 and $50,000 of administrative support fees for the three and nine months ended September 30, 2024. The Company incurred $30,000 and $90,000 of administrative support fees for the three and nine months ended September 30, 2023. According to the terms of the Assignment Agreement the administrative services agreement was terminated and the amount of the administrative fees previously incurred by the Company and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company’s balance sheet as of September 30, 2024, and which is expected to be paid at the completion of Business Combination.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and extension loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On December 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of $14,598,648.

The underwriters were paid underwriting commissions of $0.20 per unit, or $4,000,000 in aggregate, upon the closing of the IPO. Following the exercise of the underwriters’ over-allotment option on December 29, 2021, the underwriters earned an additional $297,932 for an aggregate of $4,297,932 in underwriting commissions related to the IPO and over-allotment.

In addition, $7,000,000 was payable to the underwriters for deferred underwriting commissions (including the portion of the deferred underwriting commissions subsequently waived by BofA on January 10, 2023). Following the exercise of the underwriters’ over-allotment option on December 29, 2021, the underwriters earned an additional $521,380 for an aggregate of $7,521,380 in deferred underwriting commissions related to the IPO and over-allotment (including the portion of the deferred underwriting commission subsequently waived by BofA). On January 10, 2023, BofA executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred underwriting commission in the amount of $3,760,690. On May 29, 2024, UBS executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred underwriting commission in the amount of $3,760,690.

 

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Critical Accounting Policies

Offering Costs Associated with IPO

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. We comply with the requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated to. Upon closing of the IPO on December 13, 2021, offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. We incurred offering costs amounting to $12,964,576 as a result of the IPO consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions (which were waived by both underwriters), and $1,145,264 of other offering costs.

Ordinary Shares Subject to Possible Redemption

We account for ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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 our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets as of September 30, 2024, and December 31, 2023.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net (Loss) Income Per Ordinary Share

Net (loss) income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. We did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings for the three and nine months ended September 30, 2024 and 2023. As a result, diluted income per ordinary share is the same as basic (loss) income per share for the period presented.

Recent Accounting Standards

Our management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2024 and December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

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Emerging Growth Company Status

We are 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of September 30, 2024, our disclosure controls and procedures were not effective, considering the following material weaknesses that were identified at September 30, 2024:

Completeness of operating expenses and accruals, including legal fees, as well as completeness and accuracy of transactions with the related parties.

Changes in Internal Control over Financial Reporting

Other than described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

During the course of their careers, members of our management team and board of directors have had significant experience as board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

The Insider Letters with our Sponsor, CIIG III, officers and directors may be amended without shareholder approval.

Our Insider Letters contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account and waiver of redemption rights. The Insider Letters may be amended without shareholder approval, and any such amendments may have an adverse effect on the value of an investment in our securities.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by us. None of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

Under the previous Nasdaq rules, a SPAC not in compliance with the Nasdaq Listing Rule IM-5101-2 (the “36-Month Rule”) could request a hearing before a Nasdaq Hearing Panel, which would have the effect of staying any potential delisting. However, in rules that became effective on October 7, 2024 (the “New Nasdaq Rules”), the stay relating to the 36-Month Rule has been removed.

Under the previous Nasdaq rules, a SPAC not in compliance with the 36-Month Rule could request a hearing before the Nasdaq Hearing Panel, which would have the effect of staying any potential delisting. However, in rules that became effective on October 7, 2024 (the “New Nasdaq Rules”), the stay relating to the 36-Month Rule has been removed. Under the New Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading through the pendency of the Nasdaq Hearing Panel’s review. In addition, the scope of the Nasdaq Hearing Panel’s review is limited, as the Nasdaq Hearing Panel may only reverse a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) where it determines that the Staff Delisting Determination was made in error and that the SPAC never failed to satisfy the 36-Month Rule. In such cases, the Nasdaq Hearing Panel is no longer able to consider facts indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Nasdaq Hearing Panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a business combination after receiving a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company will apply to list its securities on Nasdaq pursuant to the normal application review process. The New Nasdaq Rules contained a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Rule.

If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 

  •  

appearing to be less attractive to potential target companies than an exchange listed SPAC;

 

  •  

a limited availability of market quotations for our securities;

 

  •  

reduced liquidity for our securities;

 

  •  

a determination that our Class A ordinary shares is a “penny stock,” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

  •  

a limited amount of news and analyst coverage; and

 

  •  

a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.

 

34

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

 

35

Table of Contents

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.

   

Description of Exhibit

  2.1†    Agreement and Plan of Merger, dated December 2, 2024, by and among Target Global Acquisition I Corp., Vital Merger Sub 1 Corp., Vital Merger Sub 2 LLC and VenHub Global, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 3, 2024).
 10.1    Insider Support Agreement, dated December 2, 2024, by and among Target Global Acquisition I Corp., CIIG Management III LLC and certain parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report in Form 8-K filed on December 3, 2024).
 10.2    Company Stockholder Support Agreement, dated December 2, 2024, by and among the stockholders party thereto, Target Global Acquisition I Corp., and VenHub Global, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 3, 2024).
 10.3    Form of Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 3, 2024).
 10.4    Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 3, 2024).
 31.1    Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 31.2    Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 32.1    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 32.2    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS    Inline XBRL Instance Document*
101.SCH    Inline XBRL Taxonomy Extension Schema Document*
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

 

*

Filed herewith.

 

36

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    TARGET GLOBAL ACQUISITION I CORP.
Date: December 3, 2024     By:  

/s/ Michael Minnick

    Name:   Michael Minnick
    Title:  

Chief Executive Officer

(Principal Executive Officer)

Date: December 3, 2024     By:  

/s/ Heiko Dimmerling

    Name:   Heiko Dimmerling
    Title:  

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Minnick, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 of Target Global Acquisition I Corp. (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: December 3, 2024     By:  

/s/ Michael Minnick

      Michael Minnick
     

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Heiko Dimmerling, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 of Target Global Acquisition I Corp. (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: December 3, 2024     By:  

/s/ Heiko Dimmerling

    Name:   Heiko Dimmerling
    Title:  

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Target Global Acquisition I Corp. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Minnick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 3, 2024     By:  

/s/ Michael Minnick

    Name:   Michael Minnick
    Title:  

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Target Global Acquisition I Corp. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heiko Dimmerling, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

 

Date: December 3, 2024     By:  

/s/ Heiko Dimmerling

    Name:   Heiko Dimmerling
    Title:  

Chief Financial Officer

(Principal Financial Officer)

v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Dec. 02, 2024
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Entity Registrant Name TARGET GLOBAL ACQUISITION I CORP.  
Entity Central Index Key 0001847355  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Document Quarterly Report true  
Document Transition Report false  
Current Fiscal Year End Date --12-31  
Entity File Number 001-41135  
Entity Tax Identification Number 00-0000000  
Entity Incorporation, State or Country Code E9  
Entity Address, Address Line One PO Box 10176  
Entity Address, Address Line Two Governor’s Square  
Entity Address, Address Line Three 23 Lime Tree Bay Avenue  
Entity Address, City or Town Grand Cayman  
Entity Address, Country KY  
Entity Address, Postal Zip Code KY1-1102  
City Area Code 212  
Local Phone Number 796-4796  
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  
Entity Shell Company true  
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol TGAA  
Security Exchange Name NASDAQ  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50  
Trading Symbol TGAAW  
Security Exchange Name NASDAQ  
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant  
Trading Symbol TGAAU  
Security Exchange Name NASDAQ  
Common Stock [Member] | Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   7,128,431
Common Stock [Member] | Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   25,000
v3.24.3
Condensed Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 5,693 $ 4,625
Prepaid expenses 22,749 25,750
Total current assets 28,442 30,375
Investment held in Trust Account 20,551,207 43,419,605
Total assets 20,579,649 43,449,980
Current liabilities:    
Accounts payable and accrued expenses 1,721,954 825,683
Due to related party 548,783 263,951
Promissory Note—Related Party 1,302,581 2,011,015
Total current liabilities 3,573,318 3,100,649
Deferred underwriting commissions  0 3,760,690
Total Liabilities 3,573,318 6,861,339
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 1,781,016 and 3,934,220 shares at redemption value of $11.54 and $11.04 at September 30, 2024 and December 31, 2023, respectively 20,551,207 43,419,605
Shareholders' Deficit    
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023 0 0
Accumulated deficit (3,545,413) (6,831,501)
Total Shareholders' Deficit (3,544,876) (6,830,964)
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit 20,579,649 43,449,980
Common Class A [Member]    
Current liabilities:    
Class A ordinary shares subject to possible redemption, 1,781,016 and 3,934,220 shares at redemption value of $11.54 and $11.04 at September 30, 2024 and December 31, 2023, respectively 20,551,207 43,419,605
Shareholders' Deficit    
Common stock value 535 535
Common Class B [Member]    
Shareholders' Deficit    
Common stock value $ 2 $ 2
v3.24.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Common Class A [Member]    
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 500,000,000 500,000,000
Common stock shares outstanding 5,347,415 5,347,415
Temporary Equity Shares,Per share price $ 11.54 $ 11.04
Temporary Equity Shares, Outstanding 1,781,016 3,934,220
Common Class B [Member]    
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 50,000,000 50,000,000
Common stock shares issued 25,000 25,000
Common stock shares outstanding 25,000 25,000
Class A ordinary shares subject to redemption [Member]    
Temporary Equity Shares, Outstanding 1,781,016 3,934,220
v3.24.3
Condensed Statements of Operations - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
General and administrative expenses $ 1,608,381 $ 349,242 $ 2,407,973 $ 1,361,327
Loss from operations (1,608,381) (349,242) (2,407,973) (1,361,327)
Other income (expense):        
Recovery of previously incurred costs 32 0 476,574  
Finance cost (2,813,549)   (2,813,549) 0
Interest income on investment held in Trust Account 247,903 625,818 1,204,492 5,116,755
Total other income (expense) (2,565,614) 625,818 (1,132,483) 5,116,755
Net (loss) income $ (4,173,995) $ 276,576 $ (3,540,456) $ 3,755,428
Common Class A [Member]        
Other income (expense):        
Basic weighted average shares outstanding 2,015,060 4,495,530 3,289,830 14,330,959
Diluted weighted average shares outstanding 2,015,060 4,495,530 3,289,830 14,330,959
Basic net (loss) income per share $ (0.57) $ 0.03 $ (0.41) $ 0.19
Diluted net (loss) income per share $ (0.57) $ 0.03 $ (0.41) $ 0.19
Class A and B non-redeemable ordinary shares [Member]        
Other income (expense):        
Basic weighted average shares outstanding 5,372,415 5,372,415 5,372,415 5,372,415
Diluted weighted average shares outstanding 5,372,415 5,372,415 5,372,415 5,372,415
Class B Non-Redeemable Ordinary Shares [Member]        
Other income (expense):        
Basic net (loss) income per share $ (0.57) $ 0.03 $ (0.41) $ 0.19
Diluted net (loss) income per share $ (0.57) $ 0.03 $ (0.41) $ 0.19
v3.24.3
Condensed Statements of Changes in Shareholders' Deficit - USD ($)
Total
Common Stock [Member]
Class A ordinary shares not subject to redemption [Member]
Common Stock [Member]
Class A ordinary shares subject to redemption [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2022 $ (7,800,614)   $ 0 $ 537 $ 0 $ (7,801,151)
Beginning Balance ,Shares at Dec. 31, 2022     0 5,372,415    
Accretion for Class A ordinary shares to redemption value (2,358,022)     $ 0 0 (2,358,022)
Partial waiver of deferred underwriters' discount 3,760,690       3,760,690 0
Net income (loss) 2,105,779     0 0 2,105,779
Ending Balance at Mar. 31, 2023 (4,292,167)   $ 0 $ 537 3,760,690 (8,053,394)
Ending Balance , Shares at Mar. 31, 2023     0 5,372,415    
Beginning Balance at Dec. 31, 2022 (7,800,614)   $ 0 $ 537 0 (7,801,151)
Beginning Balance ,Shares at Dec. 31, 2022     0 5,372,415    
Contribution from previous sponsor 0          
Net income (loss) 3,755,428          
Ending Balance at Sep. 30, 2023 (5,761,266)   $ 535 $ 2 3,760,690 (9,522,493)
Ending Balance , Shares at Sep. 30, 2023     5,347,415 25,000    
Beginning Balance at Dec. 31, 2022 (7,800,614)   $ 0 $ 537 0 (7,801,151)
Beginning Balance ,Shares at Dec. 31, 2022     0 5,372,415    
Accretion for Class A ordinary shares to redemption value (6,349,758)          
Ending Balance at Dec. 31, 2023 (6,830,964) $ 535   $ 2 0 (6,831,501)
Ending Balance , Shares at Dec. 31, 2023   5,347,415   25,000    
Beginning Balance at Mar. 31, 2023 (4,292,167)   $ 0 $ 537 3,760,690 (8,053,394)
Beginning Balance ,Shares at Mar. 31, 2023     0 5,372,415    
Accretion for Class A ordinary shares to redemption value (2,402,931)     $ 0 0 (2,402,931)
Net income (loss) 1,373,073     0 0 1,373,073
Ending Balance at Jun. 30, 2023 (5,322,024)   $ 0 $ 537 3,760,690 (9,083,251)
Ending Balance , Shares at Jun. 30, 2023     0 5,372,415    
Accretion for Class A ordinary shares to redemption value (715,818)         (715,818)
Conversion of Class B ordinary shares to Class A ordinary shares, Shares     5,347,415 (5,347,415)    
Conversion of Class B ordinary shares to Class A ordinary shares     $ 535 $ (535)    
Net income (loss) 276,576         276,576
Ending Balance at Sep. 30, 2023 (5,761,266)   $ 535 $ 2 3,760,690 (9,522,493)
Ending Balance , Shares at Sep. 30, 2023     5,347,415 25,000    
Beginning Balance at Dec. 31, 2023 (6,830,964) $ 535   $ 2 0 (6,831,501)
Beginning Balance ,Shares at Dec. 31, 2023   5,347,415   25,000    
Accretion for Class A ordinary shares to redemption value (824,568)         (824,568)
Net income (loss) (109,698)         (109,698)
Ending Balance at Mar. 31, 2024 (7,765,230) $ 535   $ 2   (7,765,767)
Ending Balance , Shares at Mar. 31, 2024   5,347,415   25,000    
Beginning Balance at Dec. 31, 2023 (6,830,964) $ 535   $ 2 0 (6,831,501)
Beginning Balance ,Shares at Dec. 31, 2023   5,347,415   25,000    
Accretion for Class A ordinary shares to redemption value (1,735,299)          
Contribution from previous sponsor 120,388          
Net income (loss) (3,540,456)          
Ending Balance at Sep. 30, 2024 (3,544,876) $ 535   $ 2 0 (3,545,413)
Ending Balance , Shares at Sep. 30, 2024   5,347,415   25,000    
Beginning Balance at Mar. 31, 2024 (7,765,230) $ 535   $ 2   (7,765,767)
Beginning Balance ,Shares at Mar. 31, 2024   5,347,415   25,000    
Accretion for Class A ordinary shares to redemption value (657,021)         (657,021)
Partial waiver of deferred underwriters' discount 3,760,690         3,760,690
Equity contribution from previous sponsor 1,867,216         1,867,216
Sponsor equity contribution 2,813,549         2,813,549
Net income (loss) 743,237         743,237
Ending Balance at Jun. 30, 2024 (2,051,108) $ 535   $ 2 0 (2,051,645)
Ending Balance , Shares at Jun. 30, 2024   5,347,415   25,000    
Accretion for Class A ordinary shares to redemption value (253,710)         (253,710)
Contribution from previous sponsor 120,388         120,388
Net income (loss) (4,173,995)         (4,173,995)
Ending Balance at Sep. 30, 2024 $ (3,544,876) $ 535   $ 2 $ 0 $ (3,545,413)
Ending Balance , Shares at Sep. 30, 2024   5,347,415   25,000    
v3.24.3
Condensed Statements of Cash Flows - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:      
Net (loss) income $ (4,173,995) $ (3,540,456) $ 3,755,428
Adjustments to reconcile net (loss) income to net cash used in operating activities:      
Finance cost 2,813,549 2,813,549 0
Interest earned on investment held in Trust Account (247,903) (1,204,492) (5,116,755)
Changes in operating assets and liabilities:      
Prepaid expenses   3,001 70,081
Accounts payable and accrued expenses   896,271 426,336
Due to related party   351,364 90,000
Net cash used in operating activities   (680,763) (774,910)
Cash flows from investing activities:      
Extension contributions in Trust Account   (530,807) (360,015)
Cash withdrawn from Trust Account in connection with redemption   24,603,697 178,982,472
Net cash provided by investing activities   24,072,890 178,622,457
Cash flow from financing activity:      
Redemption of shares   (24,603,697) (178,982,472)
Proceeds of promissory note—related party   1,092,250 810,015
Contribution from previous sponsor 120,388 120,388 0
Net cash used in a financing activity   (23,391,059) (178,172,457)
Net change in cash   1,068 (324,910)
Cash, beginning of the period   4,625 394,251
Cash, end of the period $ 5,693 5,693 69,341
Supplemental disclosure of cash flow information:      
Waiver of deferred underwriting commissions   3,760,690 3,760,690
Equity contribution from previous sponsor   1,867,216 0
Accretion for Class A ordinary shares to redemption   $ 1,735,299 $ 5,476,770
v3.24.3
Organization and Business Operations
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business Operations
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Target Global Acquisition I Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 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 (the “Business Combination”).
As of September 30, 2024, the Company had not commenced any operations. All activity for the period from February 2, 2021(inception) through September 30, 2024 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investment held in a U.S. based Trust Account at J.P. Morgan Chase Bank, N.A. (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental” or “CST”) from the proceeds derived from the Company’s initial public offering (the “Initial Public Offering” “IPO”). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement.
In connection with the IPO, the underwriters were granted a
45-dayoption
from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $14,896,580 to the Company. Concurrently with the exercise of the Over-Allotment Option, the Company completed the private sale of 397,242 additional Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $595,863.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company must complete one or more initial Business Combinations with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commission and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
 
Following the closing of the IPO on December 13, 2021, and the exercise of the underwriter’s Over-Allotment Option on December 29, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a Trust Account. On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of its Business Combination or the liquidation of the Company.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within the deadline prescribed in the Company’s amended and restated memorandum and articles of association (the “Articles”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) 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 its public shares if the Company has not consummated an initial Business Combination within the deadline prescribed in the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote 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 Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
2024 Securities Assignment Agreement
On May 31, 2024, CIIG Management III LLC (“CIIG III”) entered into a Securities Assignment Agreement (the “Assignment Agreement” or “Transaction”), by and between the Sponsor, the Company and CIIG III, whereby the Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares of the Company to CIIG III. In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter (defined below) and a joinder agreement to the Registration and Shareholder Rights Agreement, as amended entered into by the Sponsor in connection with the Company’s initial public offering.
According to the provisions of the Assignment Agreement, Sponsor agreed that it will pay all operating expenses of the Company and the Sponsor (i) incurred and accrued through May 29, 2024 other than any expenses related to the extraordinary general meeting of shareholders to be held on July 10, 2024 (the “Shareholder Meeting”) and (ii) otherwise related to the year ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the Company’s 2023 and first quarter of 2024 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year 2023 and first quarter of 2024 (e.g.,
8-K,
10-Q
and
10-K
filings), which may be filed in the calendar year 2024, (C) all costs related to any required tax filings of the Company or the Sponsor for the year ended December 31, 2023, (D) any other expenses incurred in calendar year 2023 and first quarter of 2024 prior to the closing of the Purchaser’s purchase of the Class A Ordinary Shares and the Class B Ordinary Shares, and (E) premiums for director and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the “Legacy Expenses”); provided, however, that the Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction in an amount up to $1,750,000 with such reimbursement being contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). The Company will use its best efforts to have the Legacy Expenses (i) approved and incorporated as part of such initial business combination and (ii) paid on a
pari passu
basis with all other Legacy expenses incurred as part of the initial business combination. The Sponsor has agreed to satisfy or settle any liabilities incurred prior to the Transaction closing date not covered by the Reimbursement and provided the Purchaser documented agreements as to such ten business days prior to the closing of the Transaction.
Each of the Sponsor and the Purchaser agreed that they will be responsible for their respective legal expenses incurred to consummate the Transaction, and the Purchaser further agreed that it would be responsible thereafter for any fees and expenses (including but not limited to legal, accounting, printer and transfer agent fees), and any additional consideration (including in the form of Class A ordinary shares or Class B ordinary shares or other securities) paid to shareholders in connection with the extension of the Company’s maturity date as detailed in the Company’s Amended and Restated Memorandum and Articles of Association. The Purchaser also agreed to be responsible for any operating expenses incurred from the closing date of the Transaction through the closing of the Company’s initial business combination (unless as otherwise described in the Assignment Agreement), including (A) expenses related to D&O insurance coverage extension incurred on and after June 8, 2024, (B) monthly operating expenses due to the Company’s transfer agent and (C) quarterly operating expenses due to the Company’s auditor, financial printer, and accounting vendor.
In connection with the Company’s IPO and the Transaction, the Sponsor, CIIG III, officers and directors of the Company entered into letter agreements (the “Insider Letters”) with the Company in which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to 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 its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholders in accordance with the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholders in accordance with the Company’s Articles, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the Initial Business Combination within the prescribed time frame, and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
In connection with the Transaction, the
Lock-Up
period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters. In addition, the Company received a waiver in connection with the Transaction from the lead underwriter of its entitlement to receive the payment of its portion of the Deferred Discount. Pursuant to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination and 50% of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination.
On May 31, 2024, Michael Minnick was appointed as the Chief Executive Officer of the Company.
On July 10, 2024, the Company held the Shareholder Meeting in lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend the Company’s Articles to eliminate the requirement to make monthly cash deposits to the Trust Account in order to extend the Termination Date from July 8, 2024 to December 9, 2024 (the “The Third Extension”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has entered into a letter of intent or definitive binding agreement to consummate a Business Combination by the Termination Date, on a monthly basis up to six times by an additional one month each time, by resolution of the Company’s board of directors, and upon one calendar days’ advance notice prior to the applicable Termination Date, until June 9, 2025. In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share. As a result, $24,603,697 will be removed from the Trust Account to redeem such shares and 7,128,431 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, $20,350,872 will remain in the Trust Account. As a result of the approval of the Articles, an additional $5,806 was deposited into the Trust Account representing the
two-day
prorated amount of the $90,000 monthly deposit for a 31 day month for the July
8-9,
2024 period. In connection with the Shareholder Meeting, the Company and CIIG III entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608 Class A ordinary shares, par value $0.0001 per share.
 
Extensions of Business Combination Deadline
The Company initially had 18 months from the closing of the IPO, until June 13, 2023 (or up to 24 months from the closing of the Company’s IPO if the Company extended the period of time to consummate a Business Combination, subject to the Sponsor depositing additional funds in the Trust Account) to complete an initial Business Combination.
On June 2, 2023, the Company amended its Articles to extend the date by which it has to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company to elect to further extend the date by which the Company has to consummate an initial Business Combination (the “Termination Date”) on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing of a Business Combination shall have occurred prior thereto. In connection with this extension, the Company also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s revised Articles. In connection with this extension, stockholders holding 16,994,128 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $178,982,472 (approximately $10.53 per share) was removed from the Company’s Trust Account to pay such holders.
On December 15, 2023, the Company amended its Articles once again to extend the Termination Date from January 13, 2024 to May 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of a Business Combination shall have occurred prior thereto. In connection with such Second Extension, the Company entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in the Company’s further revised Articles. In connection with this extension, stockholders holding 561,310 shares of the Company’s Class A ordinary shares issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $6,182,366 (approximately $11.01 per share) was removed from the Company’s Trust Account to pay such holders.
On May 6, 2024, the Company elected to extend the Termination Date by one month, until June 8, 2024. In connection with such extension, on May 6, 2024, the Contributor deposited $90,000 into the Trust Account as a December 2023 EGM Contribution.
On June 6, 2024, the Company elected to extend the Termination Date by one month, until July 8, 2024. In connection with such extension, on June 8, 2024, the Contributor deposited $90,000 into the Trust Account.
On July 10, 2024, the Company held its Shareholder Meeting in lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to eliminate the requirement to make monthly cash deposits to the Trust Account in order to extend the date by which the Company has to consummate a Business Combination (the “Termination Date”) from July 8, 2024 to December 9, 2024 (the “The Third Extensions”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has by the Articles Extension Date entered into a letter of intent or definitive binding agreement to consummate a Business Combination, on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, and upon one calendar days’ advance notice prior to the applicable Termination Date, until June 9, 2025. As a result of the approval of the Articles, an additional $5,806 was deposited into the Trust Account representing the
two-day
prorated amount of the $90,000 monthly deposit for a
31-day
month for the July
8-9,
2024 period.
In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share. As a result, approximately $24,603,697 will be removed from the Trust Account to redeem such shares and 7,128,431 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $20,350,872 will remain in the Trust Account.
In connection with the Shareholder Meeting, the Company and CIIG Management III LLC entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to validly rescind any redemption requests on an aggregate of 1,679,608 Class A ordinary shares, par value $0.0001 per share.
Liquidity, Capital Resources and Going Concern
As of September 30, 2024, the Company had cash outside the Trust Account of $5,693, available for working capital needs, and working deficit of $3,544,876.
Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, the Company’s officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
The Company’s liquidity needs up to September 30, 2024, had been satisfied through a payment from the Sponsor of $25,000 (see Note 5 of the Financial Statements) for the Founder Shares (as defined below) to cover certain offering costs and the borrowings under certain unsecured promissory notes from the Sponsor of up to $2,038,250 (see Note 5 of the Financial Statements). As of September 30, 2024, the amounts under these notes were fully drawn and outstanding. In addition, the Sponsor deposited $1,065,015 into the Trust Account in connection with the extensions.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5 of the Financial Statements). As of September 30, 2024, there were no amounts outstanding under any Working Capital Loans.
 
If the Company is unable to complete a business combination within the deadline prescribed in the Company’s Articles, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic
2014-15,
“Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that potential liquidity and capital shortage as described above and a mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if the Company is unable to continue as a going concern.
Risks and Uncertainties and Factors That May Adversely Affect the Company’s Results of Operations
Management is currently evaluating the impact of the current global economic uncertainty including as a result of high inflation, rising interest rates, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and the ability to complete a Business Combination.
v3.24.3
Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Significant Accounting Policies
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, and pursuant to the accounting and disclosure rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023, which contains the audited financial statements and notes thereto for year ended December 31, 2023 as filed with the SEC on April 4, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.
Emerging Growth Company Status
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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ
significantly from those estimates.
Trust Account
At the date hereof and as of December 31, 2023, respectively, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $5,693 and $4,625 in cash and no cash equivalents as of September 30, 2024, and December 31, 2023, respectively.
 
Investment Held in Trust Account
As of September 30, 2024, and December 31, 2023, the Company had $20,551,207 and $43,419,605 in the Trust Account, respectively. As of September 30, 2024, and December 31, 2023, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account.
Investments held in an interest-bearing demand deposit account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurement
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:
 
  •  
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; and
 
  •  
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.
 
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of September 30, 2024 and December 31, 2023.
All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with
ASC-480-10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption, December 31, 2022
   
$
222,234,685
 
Less:
   
Redemptions
      (185,164,838 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      6,349,758  
  
 
 
  
Class A ordinary shares subject to possible redemption, December 31, 2023
   
 
43,419,605
 
Less:
   
Redemptions
      (24,603,697 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      1,735,299  
  
 
 
  
Class A ordinary shares subject to possible redemption, September 30, 2024
   
$
20,551,207
 
  
 
 
  
 
Offering Costs associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the
ASC-340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic
5A-
“Expenses of Offering.”
Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs.
On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. On May 29, 2024, UBS, the other of the two underwriters, executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
 
Net (Loss) Income Per Ordinary Share
Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the period presented.
The basic and diluted income per ordinary share is calculated as follows:
 
    
For the Three Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A and
Class B
non-redeemable
     
Class A
redeemable
     
Class A and
Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,126,979 )    $ (3,047,016 )    $ 127,225      $ 149,351  
Denominator:
            
Basic and diluted weighted average shares outstanding
      2,015,060        5,372,415        4,495,530        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.57 )     $ (0.57 )     $ 0.03      $ 0.03  
    
For the Nine Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A
and Class B
non-redeemable
     
Class A
redeemable
     
Class A
and Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,345,374 )    $ (2,195,082 )    $ 2,741,462      $ 1,013,966  
Denominator:
            
Basic and diluted weighted average shares outstanding
      3,289,830        5,372,415        14,330,959        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.41 )     $ (0.41 )     $ 0.19      $ 0.19  
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
 
Share-Based Compensation
The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to
non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.
Recent Accounting Standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
v3.24.3
Initial Public Offering
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Initial Public Offering
NOTE 3 — INITIAL PUBLIC OFFERING
On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and
one-third
of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in the Trust Account. On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s Business Combination or the liquidation of the Company.
v3.24.3
Private Placement
 9 Months Ended
Sep. 30, 2024
Private Placement Warrants [Abstract]  
Private Placement
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or $10,595,863 in the aggregate, in a private placement.
The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
 
If the Company does not complete the initial Business Combination within the
deadline
prescribed by the Company’s Articles, the Private Placement Warrants will expire worthless.
v3.24.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On February 8, 2021, an affiliate of the Sponsor paid $25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On December 29, 2021, 377,585 Founder Shares were forfeited as a result of underwriter’s partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option expired. As a result, the Founder Shares are no longer subject to forfeiture.
On and prior to July 10, 2024, the Company and the Sponsor entered into agreements (the “July 2024 Non-Redemption Agreements”) with third parties in exchange for them agreeing not to redeem Class A ordinary shares at the Special Meeting at which a proposal to amend to the Company’s Memorandum and Articles of Association to effect an extension of time for the Company to consummate an initial business combination (the “The Third Extension Charter Amendment Proposal”) from July 8, 2024 to June 9, 2025 (the “The Third Extension”). The Non-Redemption Agreements provide for the allocation of 629,852 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain public shares at the Special Meeting. The Company estimated the aggregate fair value of the Founder Shares attributable to the July 2024 Non-Redemption Agreements to be $2,813,549 or approximately $4.47 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and a finance cost in accordance with SAB Topic 5A.
Prior to the completion of the IPO, the Sponsor transferred 300,000 of Founder Shares to some of the Company’s directors and executives in recognition of and compensation for their future services to the Company. On July 11, 2023, the Company issued an aggregate of 275,000 Class A ordinary shares to certain of the Company’s directors and executives upon the conversion of an equal number of Founder Shares held by such directors and executives. On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and a director of the Company (the “Director”), the Sponsor assigned and transferred to the Director 25,000 of the Company’s Class A ordinary shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Founder Shares. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 300,000 shares granted to the Company’s directors, and executives was $1,926,000 or $6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2024 and December 31, 2023, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized.
The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares:
 
  •  
50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of the initial Business combination;
 
  •  
25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination; and
 
  •  
25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $13.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination.
On May 31, 2024, the Sponsor transferred 3,533,191 Class A and 17,500 Class B Ordinary Shares to CIIG III as part of the terms of the 2024 Securities Assignment Agreement, described in Note 1.
In connection with the Transaction, the
Lock-Up
period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters. Pursuant to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination and 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination.
In connection with the Shareholder Meeting, the Company and CIIG III entered into
non-redemption
agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608 Class A ordinary shares.
Promissory Note — Related Party
On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. Any loans under the promissory note are
non-interest
bearing, unsecured and have no fixed terms or repayment and can be repaid at any time. The loans under the initial promissory note were repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.
In addition, the Company and the Sponsor entered into the following promissory notes:
 
  •  
On November 11, 2022, the Sponsor agreed, under a separate promissory note, to loan the Company up to $500,000. This note is not interest bearing and it has to be repaid the date on which the Company consummates its initial business combination. This facility was fully drawn as of September 30, 2024.
 
  •  
On June 27, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $250,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn as of
September 30, 2024
.
 
  •  
On December 15, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional amount of $1,000,000.This note is not interest bearing and it has to be repaid on or before December 31, 2025. The Company has drawn $
701,000
under terms of this note as of September 30, 2024.
 
  •  
On March 26, 2024, the Sponsor agreed, under a separate promissory note, to loan the Company additional amount of $80,000. This note is not interest bearing and it has to be repaid on or before
December 31, 2025
. The Company has drawn $57,250 under terms of this note as of September 30, 2024.
 
  •  
On May 14, 2024, the Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $30,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. This facility was fully drawn as of September 30, 2024.
 
  •  
On May 17, 2024, the Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $300,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. The Company has drawn $300,000 under terms of this note as of September 30, 2024.
Contribution Notes
In connection with the amendment of the Articles of June 2, 2023, the Contributor agreed to deposit into the Trust Account the June 2023 EGM Contributions for the maximum aggregate amount of $810,000. The June 2023 EGM Contributions are evidenced by anon-interest bearing, unsecured convertible promissory note to our Sponsor (the “June 2023 EGM Contribution Note”) and will be repayable by the Company upon consummation of a Business Combination. The amount of $630,015 was drawn and contributed to the Trust Account and was outstanding under the June 2023 EGM Contribution Note as of September 30, 2024 and December 31, 2023.
The June 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the June 2023 EGM Contribution Note does not meet the definition of a derivative instrument.
In connection with the Second Extension, the Contributor agreed to deposit into the Trust Account the December 2023 EGM Contributions for the maximum aggregate amount of $975,000. The December 2023 EGM Contributions are evidenced by the December 2023 EGM Contribution Note and will be repayable by the Company upon consummation of a Business Combination. As of September 30, 2024, and December 31, 2023, $435,000 and $0, respectively, was drawn and contributed to the Trust Account and was outstanding under the December 2023 EGM Contribution Note, respectively.
The December 2023 EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the December 2023 EGM Contribution Note does not meet the definition of a derivative instrument.
2024 Securities Assignment Agreement
Pursuant to the Assignment Agreement, Sponsor agreed to reduce to zero any remaining balance of the promissory notes issued to the Company on
November 11, 2022
,
June 27, 2023
,
August 17, 2023
,
December 15, 2023
, and
January 9, 2024
, and the contribution notes issued to the Company on
June 2, 2023
and
January 9, 2024
in excess of $1,750,000 and have the $1,750,000 balance of the promissory notes and contribution notes paid as part of the Reimbursement so long as the inclusion of such balance does not result in the aggregate amount of Legacy Expenses exceeding $1,750,000. The residual amount of promissory notes to the Sponsor as of September 30, 2024 is $1,302,581, which is reflected in the Company’s balance sheet.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) on anon-interest basis. If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans.
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 Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2024, and December 31, 2023, the Company had no borrowings under the Working Capital Loans.
Administrative Services Fee
The Company pays Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2024 and December 31, 2023, the Company had accrued $313,951 and $247,419, respectively, for the administrative support services. According to the terms of the Assignment Agreement the administrative services agreement was terminated and the amount of the administrative fees previously incurred by the Company and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company’s balance sheet as of September 30, 2024 , and which is expected to be paid at the completion of Business Combination.
Advances from CIIG III
Subsequent to the date of the Transaction, CIIG III paid certain operating expenses of the Company. A total of such payments amounted to $301,364, which is included in the due to related party in the Company’s balance sheet as of September 30, 2024.
Dissolution Expenses
On June 25, 2024, the Board of Directors agreed to waive the Company’s right under Article 49 of the Company’s Amended and Restated Memorandum and Articles of Association to access up to $100,000 of interest from the Company’s trust account established in connection with Company’s initial public offering in the event Proposals 1 and 2 were approved at the Company’s July 10, 2024 Shareholder Meeting. As a result of the approval of Proposals 1 and 2 at the Company’s July 10, 2024 Shareholder Meeting, CIIG Management III LLC, a Delaware limited liability company, has agreed to pay up to $100,000 of dissolution expenses that might occur in the event a business combination transaction does not occur.
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters had a
45-day
option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. This option has been assessed a value of $120,000 based on a Black-Scholes model. This amount has been included in the balance sheets as “Over-Allotment option liability.”
On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option.
The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,521,380, in the aggregate, was originally payable to the Company’s underwriters for deferred underwriting commission.
On January 10, 2023, BofA executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
On May 29, 2024, UBS executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
v3.24.3
Shareholders' Deficit
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Deficit
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares
— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares
— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 5,347,415 Class A ordinary shares outstanding (excluding 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption which have been issued).
On July 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares to the Sponsor and certain directors and officers of the Company (each, a “Holder”, together the “Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares held by the Holders.
The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Company’s Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders.
On November 29, 2023, pursuant to a securities exchange agreement between the Sponsor and the Director, the Sponsor assigned and transferred to the Director 25,000 of the Company’s Class A ordinary shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Class B ordinary shares of the Company.
As of September 30, 2024 and December 31, 2023, there were 7,128,431 and 9,281,635 Class A ordinary shares outstanding (including 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption), respectively.
Class
 B Ordinary Shares
— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of September 30, 2024 and December 31, 2023, there were 25,000 Class B ordinary shares outstanding.
 
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share capitalizations, 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 connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder hares will never occur on a less than
one-for-one
basis.
Warrants
— Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment.
The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.
The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit.
The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of public warrants
Once the warrants become exercisable, the Company may redeem the public warrants for redemption:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) 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.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the deadline prescribed in the Company’s Articles and the Company liquidates the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such public warrants. Accordingly, the public warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 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 a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be
non-redeemable
and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.
As of November 2, 2023, the Company accounted for 14,227,128 warrants (including 7,163,219 Public Warrants and 7,063,909 Private Placement Warrants) in accordance with the guidance contained in
ASC815-40.
 
Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 8 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
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; and
 
  •  
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.
The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine su
c
h fair value:
 
    
September 30,
2024
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 20,551,207      $ 20,551,207      $ —       $ —   
   $ 20,551,207      $ 20,551,207      $ —       $ —   
    
December 31,
2023
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 43,419,605      $ 43,419,605      $ —       $ —   
   $ 43,419,605      $ 43,419,605      $ —       $ —   
v3.24.3
Subsequent Events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, other than as described below, the Company did
not
identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated financial statements.
On October 28, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company’s warrants are no longer in compliance with the Nasdaq continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”). The Notice additionally indicates that the Company, pursuant to the Listing Rules, has 45 calendar days, or until December 9, 2024, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision to a hearings panel. The Company is currently evaluating available options to regain compliance with the Nasdaq continued listing criteria as they relate to the Company’s Public Warrants.
On December 2, 2024, the Company, entered into an Agreement and Plan of Merger, by and among the Company, Vital Merger Sub 1 Corp., a wholly-owned Delaware corporation of the Company, Vital Merger Sub 2 LLC, a wholly-owned Delaware limited liability company of the Company, and VenHub Global, Inc., a Delaware corporation.
v3.24.3
Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, and pursuant to the accounting and disclosure rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023, which contains the audited financial statements and notes thereto for year ended December 31, 2023 as filed with the SEC on April 4, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.
Emerging Growth Company Status
Emerging Growth Company Status
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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ
significantly from those estimates.
Trust Account
Trust Account
At the date hereof and as of December 31, 2023, respectively, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $5,693 and $4,625 in cash and no cash equivalents as of September 30, 2024, and December 31, 2023, respectively.
Investment Held in Trust Account
Investment Held in Trust Account
As of September 30, 2024, and December 31, 2023, the Company had $20,551,207 and $43,419,605 in the Trust Account, respectively. As of September 30, 2024, and December 31, 2023, the assets held in the Trust Account were held in cash in an interest-bearing demands deposit account.
Investments held in an interest-bearing demand deposit account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurement
Fair Value Measurement
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:
 
  •  
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; and
 
  •  
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.
Ordinary Shares Subject to Possible Redemption
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016 and 3,934,220 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of September 30, 2024 and December 31, 2023.
All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with
ASC-480-10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption, December 31, 2022
   
$
222,234,685
 
Less:
   
Redemptions
      (185,164,838 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      6,349,758  
  
 
 
  
Class A ordinary shares subject to possible redemption, December 31, 2023
   
 
43,419,605
 
Less:
   
Redemptions
      (24,603,697 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      1,735,299  
  
 
 
  
Class A ordinary shares subject to possible redemption, September 30, 2024
   
$
20,551,207
 
  
 
 
  
Offering Costs Associated With The Initial Public Offering
Offering Costs associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the
ASC-340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic
5A-
“Expenses of Offering.”
Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs.
On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. On May 29, 2024, UBS, the other of the two underwriters, executed a waiver letter confirming UBS’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690.
Net (Loss) Income Per Ordinary Share
Net (Loss) Income Per Ordinary Share
Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the period presented.
The basic and diluted income per ordinary share is calculated as follows:
 
    
For the Three Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A and
Class B
non-redeemable
     
Class A
redeemable
     
Class A and
Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,126,979 )    $ (3,047,016 )    $ 127,225      $ 149,351  
Denominator:
            
Basic and diluted weighted average shares outstanding
      2,015,060        5,372,415        4,495,530        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.57 )     $ (0.57 )     $ 0.03      $ 0.03  
    
For the Nine Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A
and Class B
non-redeemable
     
Class A
redeemable
     
Class A
and Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,345,374 )    $ (2,195,082 )    $ 2,741,462      $ 1,013,966  
Denominator:
            
Basic and diluted weighted average shares outstanding
      3,289,830        5,372,415        14,330,959        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.41 )     $ (0.41 )     $ 0.19      $ 0.19  
Income Taxes
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Share-Based Compensation
Share-Based Compensation
The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to
non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.
Recent Accounting Standards
Recent Accounting Standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
v3.24.3
Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Temporary Equity
As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption, December 31, 2022
   
$
222,234,685
 
Less:
   
Redemptions
      (185,164,838 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      6,349,758  
  
 
 
  
Class A ordinary shares subject to possible redemption, December 31, 2023
   
 
43,419,605
 
Less:
   
Redemptions
      (24,603,697 ) 
Plus:
   
Remeasurement of carrying value to redemption value
      1,735,299  
  
 
 
  
Class A ordinary shares subject to possible redemption, September 30, 2024
   
$
20,551,207
 
  
 
 
  
Schedule of Earnings Per Share, Basic and Diluted
The basic and diluted income per ordinary share is calculated as follows:
 
    
For the Three Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A and
Class B
non-redeemable
     
Class A
redeemable
     
Class A and
Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,126,979 )    $ (3,047,016 )    $ 127,225      $ 149,351  
Denominator:
            
Basic and diluted weighted average shares outstanding
      2,015,060        5,372,415        4,495,530        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.57 )     $ (0.57 )     $ 0.03      $ 0.03  
    
For the Nine Months Ended September 30,
  
    
2024
     
2023
  
    
Class A
redeemable
     
Class A
and Class B
non-redeemable
     
Class A
redeemable
     
Class A
and Class B
non-redeemable
  
Basic and diluted net
(loss) income
per ordinary share
           
Numerator:
            
Allocation of net (loss) income
    $ (1,345,374 )    $ (2,195,082 )    $ 2,741,462      $ 1,013,966  
Denominator:
            
Basic and diluted weighted average shares outstanding
      3,289,830        5,372,415        14,330,959        5,372,415  
Basic and diluted net (loss) income per ordinary share
    $ (0.41 )     $ (0.41 )     $ 0.19      $ 0.19  
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis
The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine su
c
h fair value:
 
    
September 30,
2024
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 20,551,207      $ 20,551,207      $ —       $ —   
   $ 20,551,207      $ 20,551,207      $ —       $ —   
    
December 31,
2023
     
Quoted
Prices In
Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Demand Deposit Account
    $ 43,419,605      $ 43,419,605      $ —       $ —   
   $ 43,419,605      $ 43,419,605      $ —       $ —   
v3.24.3
Organization and Business Operations - Additional Information (Detail) - USD ($)
 9 Months Ended
Jul. 10, 2024
Jul. 10, 2024
Jun. 08, 2024
Jun. 06, 2024
May 31, 2024
May 06, 2024
Dec. 15, 2023
Nov. 02, 2023
Jun. 02, 2023
Dec. 29, 2021
Dec. 13, 2021
Sep. 30, 2024
Dec. 31, 2023
Entity Incorporation, Date of Incorporation                       Feb. 02, 2021  
Shares Issued, Price Per Share                     $ 10.2 $ 10  
Class of warrants and rights issued during the period               14,227,128          
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax                       80.00%  
Proceeds from issuance initial public offering                     $ 219,194,512    
Cash Outside The Trust Account                       $ 5,693  
Working capital (deficit)                       3,544,876  
Proceeds from Issuance of Common Stock                   $ 14,896,580      
Proceeds from unsecured and non-interest bearing promissory note                       $ 2,038,250  
Redeemable percentage of outstanding public shares                       100.00%  
Payment to acquire restricted investments   $ 90,000   $ 90,000   $ 90,000           $ 1,065,015  
Income income on trust account set aside to pay dissolution expenses                       $ 100,000  
Extended period on or before which business combination shall be consummated                       24 months  
Estimated amount of assets to remain in trust account post redemption $ 20,350,872 $ 20,350,872                      
Non Redemption Agreement With Third Party Shareholders Between The Company And CIIG Management Three LLC [Member]                          
Common stock par or stated value per share $ 0.0001 $ 0.0001                      
Restriction on share transfer number of shares 1,679,608 1,679,608                      
Business Combination [Member]                          
Equity method investment ownership percentage                       50.00%  
Sponsor [Member]                          
Proceeds from Issuance of Common Stock                       $ 25,000  
CIIG Management Three LLC [Member]                          
Reimbursement of legacy expenses     $ 1,750,000                 $ 1,750,000  
Public Warrants [Member]                          
Class of warrants and rights issued during the period               7,163,219          
Private Placement Warrants [Member]                          
Class of warrants and rights issued during the period               7,063,909          
Private Placement Warrants [Member] | Sponsor [Member]                          
Class of warrants and rights issued during the period                     6,666,667    
Class of warrants and rights issued price per warrant                     $ 1.5    
Common Class A [Member]                          
Class of Warrant or Right, Exercise Price of Warrants or Rights                     $ 11.5 $ 11.5  
Common stock par or stated value per share                       0.0001 $ 0.0001
Temporary equity redemption price per share                       $ 11.54 11.04
Number Of Trading Days For Determining The Share Price                       20 days  
Common Class A [Member] | Initial Business Combination Extension [Member]                          
Business acquisition, equity interest issued or issuable, number of shares             561,310   16,994,128        
Business acquisition, equity interest issued or issuable, value assigned             $ 6,182,366   $ 178,982,472        
Common stock par or stated value per share             $ 11.01   $ 10.53        
Common Class A [Member] | CIIG Management Three LLC [Member]                          
Interse transfer of shares made         3,533,191                
Common Class A [Member] | Public Warrants [Member]                          
Stock Conversion Basis                       Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant  
Common Class B [Member]                          
Common stock par or stated value per share                       $ 0.0001 $ 0.0001
Common Class B [Member] | CIIG Management Three LLC [Member]                          
Interse transfer of shares made         17,500                
Founder Shares Or Class A Ordinary Shares Issuable Upon Conversion [Member] | CIIG Management Three LLC [Member]                          
Class of Warrant or Right, Exercise Price of Warrants or Rights         $ 12                
Percentage of shares subject to restriction of transfer         50.00%                
Founder Shares Founder Shares And Class A Ordinary Shares Issuable Upon Conversion [Member] | CIIG Management Three LLC [Member]                          
Class of Warrant or Right, Exercise Price of Warrants or Rights         $ 12                
Aggregate number of trading days for determining the trigger share price         30 days                
Number Of Trading Days For Determining The Share Price         20 days                
Waiting Period After Which The Share Trading Days Are Considered         150 days                
Class A Redeemable And Non Redeemable Common Stock [Member]                          
Number of shares temporary and permanent to remain outstanding post redemption 7,128,431 7,128,431                      
Common Class A Subject To Redemption [Member]                          
Temporary equity redemption price per share $ 11.43 $ 11.43                      
Temporary equity shares subject to redemption 2,153,204 2,153,204                      
Temporary equity aggregate amount of redemption requirement $ 24,603,697 $ 24,603,697                      
Additional Promissory Note Promissory Note January Two Thousand And Twenty Four [Member] | Sponsor [Member]                          
Payment to acquire restricted investments $ 5,806                        
IPO [Member]                          
Deferred underwriting Discount                       $ 7,521,380  
IPO [Member] | Common Class A [Member]                          
Stock shares issued during the period shares                     20,000,000    
Shares Issued, Price Per Share                     $ 10    
Over-Allotment Option [Member]                          
Shares Issued, Price Per Share                   $ 10      
Deferred underwriting Discount                       $ 3,000,000  
Proceeds from issuance initial public offering                     $ 219,194,512    
Sale of Stock, Number of Shares Issued in Transaction                   1,489,658      
Over-Allotment Option [Member] | Private Placement Warrants [Member]                          
Class of warrants and rights issued during the period                   397,242      
Class of warrants and rights issued price per warrant                   $ 1.5      
Proceeds from issuance of private placement                   $ 595,863      
v3.24.3
Significant Accounting Policies - Additional Information (Detail) - USD ($)
 9 Months Ended
May 29, 2024
Sep. 30, 2024
Dec. 31, 2023
Jan. 10, 2023
Cash Equivalents, at Carrying Value   $ 0 $ 0  
Federal depository insurance coverage   250,000    
Cash   5,693 4,625  
Assets held in trust non current   20,551,207 $ 43,419,605  
Bank of America [Member] | Underwriting Agreement [Member]        
Payment of deferred fee       $ 3,760,690
UBS [Member] | Underwriting Agreement [Member]        
Deferred Underwriting Fees Waived $ 3,760,690      
IPO [Member]        
Stock ìssuance costs   12,964,576    
Payments for Underwriting Expense   4,297,932    
Deferred underwriting Discount   7,521,380    
Other Offering Costs   $ 1,145,264    
Common Class A [Member]        
Temporary equity, shares outstanding   1,781,016 3,934,220  
v3.24.3
Significant Accounting Policies - Summary Of Temporary Equity (Detail) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Dec. 31, 2023
Temporary Equity [Line Items]                
Class A ordinary shares subject to possible redemption     $ 43,419,605       $ 43,419,605  
Redemptions             (24,603,697) $ (185,164,838)
Remeasurement of carrying value to redemption value $ 253,710 $ 657,021 824,568 $ 715,818 $ 2,402,931 $ 2,358,022 1,735,299 6,349,758
Class A ordinary shares subject to possible redemption 20,551,207           20,551,207 43,419,605
Common Class A [Member]                
Temporary Equity [Line Items]                
Class A ordinary shares subject to possible redemption     $ 43,419,605     $ 222,234,685 43,419,605 222,234,685
Class A ordinary shares subject to possible redemption $ 20,551,207           $ 20,551,207 $ 43,419,605
v3.24.3
Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:                
Allocation of net income, as adjusted $ (4,173,995) $ 743,237 $ (109,698) $ 276,576 $ 1,373,073 $ 2,105,779 $ (3,540,456) $ 3,755,428
Class A Redeemable Common Stock [Member]                
Numerator:                
Allocation of net income, as adjusted $ (1,126,979)     $ 127,225     $ (1,345,374) $ 2,741,462
Denominator:                
Weighted average number of shares outstanding, Basic 2,015,060     4,495,530     3,289,830 14,330,959
Weighted average number of shares outstanding, Diluted 2,015,060     4,495,530     3,289,830 14,330,959
Basic net income per ordinary shares $ (0.57)     $ 0.03     $ (0.41) $ 0.19
Diluted net income per ordinary shares $ (0.57)     $ 0.03     $ (0.41) $ 0.19
Class A And Class B Non Redeemable Common Stock [Member]                
Numerator:                
Allocation of net income, as adjusted $ (3,047,016)     $ 149,351     $ (2,195,082) $ 1,013,966
Denominator:                
Weighted average number of shares outstanding, Basic 5,372,415     5,372,415     5,372,415 5,372,415
Weighted average number of shares outstanding, Diluted 5,372,415     5,372,415     5,372,415 5,372,415
Basic net income per ordinary shares $ (0.57)     $ 0.03     $ (0.41) $ 0.19
Diluted net income per ordinary shares $ (0.57)     $ 0.03     $ (0.41) $ 0.19
v3.24.3
Initial Public Offering - Additional Information (Detail) - USD ($)
Dec. 13, 2021
Sep. 30, 2024
Shares Issued, Price Per Share $ 10.2 $ 10
Proceeds From Issuance Of IPO $ 219,194,512  
Common Class A [Member]    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.5 $ 11.5
Common Class A [Member] | IPO [Member]    
Stock shares issued during the period shares 20,000,000  
Shares Issued, Price Per Share $ 10  
Common Class A [Member] | IPO [Member] | Maximum [Member]    
Shares Issued, Price Per Share $ 10.2  
v3.24.3
Private Placement - Additional Information (Detail) - USD ($)
Nov. 02, 2023
Dec. 13, 2021
Sep. 30, 2024
Class of warrants and rights issued during the period 14,227,128    
Private Placement Warrants [Member]      
Class of warrants and rights issued during the period 7,063,909    
Sponsor [Member] | Private Placement Warrants [Member]      
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 11.5  
Class of warrants and rights issued price per warrant   $ 1.5  
Proceeds from issuance of private placement   $ 10,595,863  
Common Class A [Member]      
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 11.5 $ 11.5
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants [Member]      
Class of warrants and rights issued during the period   7,063,909  
v3.24.3
Related Party Transactions - Additional Information (Detail)
 9 Months Ended
Jul. 10, 2024
USD ($)
$ / shares
shares
Jun. 25, 2024
USD ($)
Jun. 08, 2024
USD ($)
Jun. 06, 2024
USD ($)
May 31, 2024
$ / shares
shares
May 06, 2024
USD ($)
Nov. 29, 2023
shares
Jul. 11, 2023
shares
Dec. 29, 2021
USD ($)
$ / shares
shares
Dec. 12, 2021
USD ($)
$ / shares
shares
Nov. 08, 2021
shares
Feb. 08, 2021
USD ($)
$ / shares
shares
Feb. 02, 2021
Sep. 30, 2024
USD ($)
$ / shares
shares
Jul. 25, 2024
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2021
$ / shares
Dec. 13, 2021
$ / shares
Proceeds from Issuance of Common Stock                 $ 14,896,580                  
Percenatge of shares issuable upon conversion                         50          
Due to related party                           $ 548,783   $ 263,951    
Shares Issued, Price Per Share | $ / shares                           $ 10       $ 10.2
Payment to acquire restricted investments $ 90,000     $ 90,000   $ 90,000               $ 1,065,015        
Amount waived by the company in respect of withdrawal from the trust account   $ 100,000                                
Non Redemption Agreement With Third Party Shareholders Between The Company And CIIG Management Three LLC [Member]                                    
Common stock par or stated value per share | $ / shares $ 0.0001                                  
Restriction on share transfer number of shares | shares 1,679,608                                  
Promissory Note One [Member]                                    
Debt instrument, issuance date                           Nov. 11, 2022        
Promissory Note Two [Member]                                    
Debt instrument, issuance date                           Jun. 27, 2023        
Promissory Note Three [Member]                                    
Debt instrument, issuance date                           Aug. 17, 2023        
Promissory Note Four [Member]                                    
Debt instrument, issuance date                           Dec. 15, 2023        
Promissory Note Five [Member]                                    
Debt instrument, issuance date                           Jan. 09, 2024        
Contribution Notes [Member]                                    
Debt instrument, issuance date                           Jun. 02, 2023        
Contribution Notes One [Member]                                    
Debt instrument, issuance date                           Jan. 09, 2024        
Working Capital Loan [Member]                                    
Debt instrument convertible into warrants                           $ 1,500,000        
Debt instrument conversion price | $ / shares                           $ 1.5        
CIIG Management Three LLC [Member]                                    
Dissolution expenses agreed to be borne by one of the related parties of the company                             $ 100,000      
Reimbursement of legacy expenses     $ 1,750,000                     $ 1,750,000        
Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member]                                    
Percenatge of shares issuable upon conversion                         25          
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares                                 $ 11.5  
Share Price Equals Or Exceeds Thirteen Per Usd [Member]                                    
Percenatge of shares issuable upon conversion                         25          
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares                                 $ 13  
Over-Allotment Option [Member]                                    
Shares Issued, Price Per Share | $ / shares                 $ 10                  
Sponsor [Member]                                    
Minimum value of notes for reimbursement                           1,750,000        
Notes Payable                           1,750,000        
Sponsor [Member] | Promissory Note [Member]                                    
Notes payable, current                           1,302,581        
Related Party [Member]                                    
Due to related party                           313,951   $ 247,419    
Related Party [Member] | Administrative Service Fee [Member]                                    
Expenses from Transactions with Related Party                           10,000        
Due to related party                           247,419        
Related Party [Member] | CIIG Management Three LLC [Member]                                    
Notes payable, current                           $ 301,364        
Founder shares [Member] | Over-Allotment Option [Member]                                    
Common shares subject to forfeiture | shares                 377,585                  
Founder shares [Member] | Sponsor [Member]                                    
Stock issued during period, shares, exchange of existing shares | shares             25,000                      
Founder shares [Member] | Sponsor [Member] | Directors And Executives [Member]                                    
Shares issued, Shares, Share based Payment Arrangement | shares                   300,000                
Shares issued, Value, Share based Payment Arrangement                   $ 1,926,000                
Shares Issued, Price Per Share | $ / shares                   $ 6.42                
Share based payment arrangement, Expense                   $ 0                
Common Class B [Member]                                    
Common stock par or stated value per share | $ / shares                           $ 0.0001   $ 0.0001    
Common stock shares outstanding | shares                           25,000   25,000    
Common Class B [Member] | CIIG Management Three LLC [Member]                                    
Interse Transfer Of Shares Made | shares         17,500                          
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member]                                    
Number of trading days for determining the share price                         20 days          
Waiting Period After Which The Share Trading Days Are Considered                         150 days          
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Thirteen Per Usd [Member]                                    
Number of trading days for determining the share price                         20 days          
Waiting Period After Which The Share Trading Days Are Considered                         150 days          
Common Class B [Member] | Founder shares [Member] | Sponsor [Member]                                    
Proceeds from Issuance of Common Stock                       $ 25,000            
Common stock par or stated value per share | $ / shares                       $ 0.0001            
Stock redeemed or called during period, shares | shares                     1,437,500              
Common stock shares outstanding | shares                     7,187,500 7,187,500            
Common Class B [Member] | Maximum [Member] | Founder shares [Member] | Sponsor [Member]                                    
Common stock shares outstanding | shares                     5,750,000              
Common Class A [Member]                                    
Common stock par or stated value per share | $ / shares                           $ 0.0001   $ 0.0001    
Common stock shares outstanding | shares                           5,347,415   5,347,415    
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares                           $ 11.5       $ 11.5
Number of trading days for determining the share price                           20 days        
Common Class A [Member] | CIIG Management Three LLC [Member]                                    
Interse Transfer Of Shares Made | shares         3,533,191                          
Common Class A [Member] | Director [Member]                                    
Stock issued during period, shares, exchange of existing shares | shares             25,000                      
Common Class A [Member] | Directors And Executives [Member]                                    
Class A ordinary shares to certain of the Company's directors and executives | shares               275,000                    
Founder Shares Or Class A Ordinary Shares Issuable Upon Conversion [Member] | CIIG Management Three LLC [Member]                                    
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares         $ 12                          
Percentage of shares subject to restriction of transfer         50.00%                          
Founder shares [Member] | CIIG Management Three LLC [Member]                                    
Percentage of shares subject to restriction of transfer         50.00%                          
Founder Shares Founder Shares And Class A Ordinary Shares Issuable Upon Conversion [Member] | CIIG Management Three LLC [Member]                                    
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares         $ 12                          
Number of trading days for determining the share price         20 days                          
Waiting Period After Which The Share Trading Days Are Considered         150 days                          
Aggregate number of trading days for determining the trigger share price         30 days                          
v3.24.3
Related Party Transactions - Additional Information (Detail) 1 - USD ($)
 9 Months Ended 12 Months Ended
Jul. 10, 2024
Jul. 10, 2024
Jun. 06, 2024
May 17, 2024
May 14, 2024
May 06, 2024
Mar. 26, 2024
Dec. 15, 2023
Aug. 17, 2023
Jun. 27, 2023
Nov. 11, 2022
Dec. 13, 2021
Sep. 30, 2024
Dec. 31, 2023
Feb. 19, 2021
Line of Credit Facility, Maximum Borrowing Capacity                             $ 500,000
Offering proceeds allocated to offering expenses                           $ 1,000,000  
Payment to acquire restricted investments   $ 90,000 $ 90,000     $ 90,000             $ 1,065,015    
Non Redemption Agreement [Member]                              
Common stock par or stated value per share $ 4.47 $ 4.47                          
Shares subject to exchange of restricted redemption number of shares 629,852                            
Aggregate Fair Value Of Founder Share 2,813,549                            
Sponsor [Member] | Promissory Note One [Member]                              
Debt face value                     $ 500,000        
Long-Term Debt, Gross                     $ 500,000        
Debt Instrument, Maturity Date                     Sep. 30, 2024        
Sponsor [Member] | Promissory Note Two [Member]                              
Debt face value                   $ 100,000          
Long-Term Debt, Gross                   $ 100,000          
Debt Instrument, Maturity Date                   Sep. 30, 2024          
Sponsor [Member] | Promissory Note Three [Member]                              
Debt face value                 $ 100,000            
Long-Term Debt, Gross                 $ 100,000            
Debt Instrument, Maturity Date                 Sep. 30, 2024            
Sponsor [Member] | Promissory Note Four [Member]                              
Debt face value                 $ 250,000            
Long-Term Debt, Gross                 $ 250,000            
Debt Instrument, Maturity Date                 Sep. 30, 2024            
Sponsor [Member] | Promissory Note Five [Member]                              
Debt face value               $ 1,000,000              
Long-Term Debt, Gross               $ 1,000,000              
Debt Instrument, Maturity Date               Sep. 30, 2024              
Proceeds from notes payable               $ 701,000              
Sponsor [Member] | Promissory Note 2024 [Member]                              
Debt face value             $ 80,000                
Long-Term Debt, Gross             $ 80,000                
Debt Instrument, Maturity Date             Sep. 30, 2024                
Proceeds from notes payable             $ 57,250                
Sponsor [Member] | Additional Promissory Note 2024 [Member]                              
Debt face value       $ 300,000 $ 30,000                    
Long-Term Debt, Gross       $ 300,000 $ 30,000                    
Debt Instrument, Maturity Date       Sep. 30, 2024 Sep. 30, 2024                    
Proceeds from notes payable       $ 300,000                      
Sponsor [Member] | Private Placement Warrants [Member]                              
Class of Warrant or Right, Exercise Price of Warrants or Rights                       $ 11.5      
Class of warrants and rights issued price per warrant                       $ 1.5      
Contributor [Member] | June 2023 EGM Contributions Note [Member]                              
Maximum aggregate contribution to the trust account                         810,000    
Payment to acquire restricted investments                         $ 630,015    
Contributor [Member] | December 2023 EGM Contribution Note [Member]                              
Class of Warrant or Right, Exercise Price of Warrants or Rights                         $ 11.5    
Class of warrants and rights issued price per warrant                           $ 1.5  
Maximum aggregate contribution to the trust account                         $ 975,000    
Payment to acquire restricted investments                         $ 435,000 $ 0  
Contributor [Member] | Private Placement Warrants [Member] | June 2023 EGM Contributions Note [Member]                              
Class of Warrant or Right, Exercise Price of Warrants or Rights                         $ 11.5    
Class of warrants and rights issued price per warrant                         $ 1.5    
v3.24.3
Commitments and Contingencies - Additional Information (Detail) - USD ($)
 9 Months Ended
Dec. 29, 2021
Sep. 30, 2024
May 29, 2024
Dec. 31, 2023
Jan. 10, 2023
Commitments And Contingencies Disclosure [Line Items]          
Deferred underwriting commissions    $ 0   $ 3,760,690  
Underwriting Agreement [Member]          
Commitments And Contingencies Disclosure [Line Items]          
Term of option for underwriters to purchase additional Units to cover over-allotments   45 days      
Additional units that can be purchased to cover over-allotments (in shares)   3,000,000      
Additional units that can be purchased to cover over-allotments Value   $ 120,000      
Underwriting commission per unit paid   $ 0.2      
Payment of underwriting commission   $ 4,000,000      
Deferred underwriting commissions    $ 7,521,380      
Underwriting Agreement [Member] | Bank of America [Member]          
Commitments And Contingencies Disclosure [Line Items]          
Payment of deferred fee         $ 3,760,690
Underwriting Agreement [Member] | UBS [Member]          
Commitments And Contingencies Disclosure [Line Items]          
Payable from held in the Trust     $ 3,760,690    
Underwriting Agreement [Member] | Over-Allotment Option [Member]          
Commitments And Contingencies Disclosure [Line Items]          
Stock issued during period, Shares 1,489,658        
v3.24.3
Shareholders' Deficit - Additional Information (Detail) - $ / shares
 9 Months Ended
Nov. 29, 2023
Nov. 02, 2023
Jul. 11, 2023
Sep. 30, 2024
Dec. 31, 2023
Dec. 13, 2021
Preferred stock par or stated value per share       $ 0.0001 $ 0.0001  
Preferred stock shares authorized       5,000,000 5,000,000  
Preferred stock shares issued       0 0  
Preferred stock shares outstanding       0 0  
Number of days after consummation of business combination within which the securities shall be registered       20 days    
Number of days after which business combination within which securities registration shall be effective       60 days    
Class of warrants and rights issued during the period   14,227,128        
Event Triggering Adjustment To Exercise Price Of Warrants [Member]            
Threshold issue price for capital raising purpose in connection with closing of business combination       $ 9.2    
Public Warrants [Member]            
Class of warrants redemption price per unit       $ 0.01    
Class of warrants and rights issued during the period   7,163,219        
Private Placement Warrants [Member]            
Lock in period of warrants For transferable assignable Or salable after the completion of business combination       30 days    
Class of warrants and rights issued during the period   7,063,909        
Common Class A [Member]            
Common stock par or stated value per share       $ 0.0001 $ 0.0001  
Common stock shares authorized       500,000,000 500,000,000  
Common stock shares outstanding       5,347,415 5,347,415  
Class of warrant or right, exercise price of warrants or rights       $ 11.5   $ 11.5
Share price       $ 18    
Number of trading days for determining the share price       20 days    
Number of consecutive trading days for determining share price       30 days    
Temporary Equity Shares, Outstanding       1,781,016 3,934,220  
Common Class A [Member] | Common Stock [Member]            
Common stock shares outstanding       7,128,431 9,281,635  
Common Class A [Member] | Holders [Member]            
Stock shares issued during the period shares     5,347,415      
Common Class A [Member] | Securities Exchange Agreement [Member] | Director [Member] | Sponsor [Member]            
Interse transfer of shares 25,000          
Common Class A [Member] | Securities Exchange Agreement [Member] | Sponsor [Member] | Director [Member]            
Interse transfer of shares 25,000          
Common Class A [Member] | Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member]            
Share price       $ 18    
Percentage of gross proceeds on total equity proceeds       60.00%    
Threshold trading days to determine the volume weighted average trading price       20 days    
Volume weighted average price per share       $ 9.2    
Adjusted exercise price of warrants percentage       115.00%    
Class of warrant or right, exercise price adjustment percentage higher of market value       180.00%    
Common Class B [Member]            
Common stock par or stated value per share       $ 0.0001 $ 0.0001  
Common stock shares authorized       50,000,000 50,000,000  
Common stock shares outstanding       25,000 25,000  
Common Class B [Member] | Conversion of Class B to Class A Common Stock [Member]            
Number of ordinary shares issuable upon conversion of all founder shares aggregate percentage of the total number of ordinary shares outstanding after conversion       20.00%    
Class A ordinary shares subject to redemption [Member]            
Temporary Equity Shares, Outstanding       1,781,016 3,934,220  
Class A ordinary shares subject to redemption [Member] | Common Stock [Member]            
Temporary Equity Shares, Outstanding       1,781,016 3,934,220  
v3.24.3
Fair Value Measurements - Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure $ 20,551,207 $ 43,419,605
Demand Deposits Account [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 20,551,207 43,419,605
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 20,551,207 43,419,605
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Demand Deposits Account [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 20,551,207 43,419,605
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Demand Deposits Account [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Demand Deposits Account [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure $ 0 $ 0
v3.24.3
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member]
$ in Millions
Oct. 28, 2024
USD ($)
Amount of maintain an aggregate market value of outastanding warrants $ 1
Minimum [Member]  
Warrants and rights outstanding $ 1
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