Capital Deficiency

6 Months Ended

Jun. 30, 2023

Capital Deficiency [Abstract]

CAPITAL DEFICIENCY

NOTE 4 - CAPITAL DEFICIENCY:

a. Ordinary Shares

Class A ordinary shares

The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. See Note 3 above for further information regarding those share issuances.

Pursuant to the initial Public Offering, as of June 30, 2023, the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. The initial 12,650,000 amount was reduced by redemptions of 10,389,649. See Note 1e and 1g above for further information regarding share issuances and redemptions. As of June 30, 2023, the Company had 2,260,351 Class A ordinary shares outstanding.

Class B ordinary shares

The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2022 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2022, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors.

Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination.

In connection with the Extension Amendment (see note 1g above), the Sponsor agreed to transfer, based on certain conditions and events, an aggregate of 100,000 Class B ordinary shares of the Company held by the Sponsor to the Non-Redeeming Shareholders. The Company estimated the fair value of this benefit provided by the sponsor to the non-redeeming shareholders through equity. In addition, it recognized an increase to the earning and loss per share of the Class A shares and Class B shares, respectively..

As of June 30, 2023, the Company had 3,162,500 Class B ordinary shares outstanding. See Note 1e and 1g for further information.

b. Preference shares

The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of June 30, 2023, the Company has no Preference shares issued and outstanding.