SHAREHOLDERS’ DEFICIT |
12 Months Ended |
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Dec. 31, 2024 | |
| Subsidiary or Equity Method Investee [Line Items] | |
| SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares-The Company is authorized to issue preference shares with a par value of $ per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At December 31, 2024 and 2023, there were preference shares issued or outstanding.
Class A ordinary shares- The Company is authorized to issue Class A ordinary shares with a par value of $ per share. As of December 31, 2024 and 2023, there were Class A ordinary shares issued and outstanding (excluding and Class A ordinary shares subject to possible redemption, respectively, as of December 31, 2024 and 2023).
Class B ordinary shares- The Company is authorized to issue Class B ordinary shares with a par value of $ per share. As of December 31, 2024 and 2023, there were Class B ordinary shares outstanding.
If there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).
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| Aspire Biopharma Inc [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| SHAREHOLDERS’ DEFICIT | NOTE 10 - STOCKHOLDERS’ EQUITY
Authorized Stock
Preferred Stock
During October 2023, the Company authorized Series A Preferred Stock with a par value of $. The series A convertible preferred shares have all rights as common stock, with the exception of voting rights, and can be converted into common shares on a one for one basis upon an IPO or liquidity event.
On March 1, 2024, the Company issued shares of Series A Preferred stock to 136 investors under a Reg CF offering at a per share price of $.
On April 16, 2024, the Company issued shares of Series A Preferred stock to 6 investors under a Reg D offering at a per share price of $.
As of December 31, 2024 and December 31, 2023, there were and shares of Series A Preferred Stock outstanding, respectively.
Common Stock
As of December 31, 2024, the Company had authorized common shares with a par value of $ per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.
During May 2023, the Company effectuated a 20:1 stock split and increased the authorized number of shares to .
Common Share Issuances
During the twelve months ended December 31, 2024 and 2023, the Company did not issue any new shares of common stock.
As of December 31, 2024 and December 31, 2023, there were and common shares outstanding.
Warrant Issuances
During the year ended December 31, 2024, on a post-split basis, the Company issued 44,000,000 warrants to 9 parties at a per share price of $0.40.
During the year ending December 31, 2023, on a post-split basis, the Company issued 7,500,000 warrants to 7 parties at a per share price of $0.02.
As of December 31, 2024 and December 31, 2023, there were 91,500,000 and 47,500,000 warrants outstanding, respectively, all of which are fully vested.
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