Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ALLEGRO MERGER CORP. | ||
Entity Central Index Key | 0001720025 | ||
Entity File Number | 001-38581 | ||
Entity Tax Identification Number | 82-2425125 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 0 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 777 Third Avenue | ||
Entity Address, Address Line Two | 37th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (212) | ||
Local Phone Number | 319-7676 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,110,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | MaloneBailey, LLP |
Auditor Firm ID | 206 |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 32 | $ 106 |
Prepaid expenses and other current assets | ||
Total current assets | 32 | 106 |
Total assets | 32 | 106 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,651 | |
Total current liabilities | 965,200 | 926,601 |
Warrant liability | 40 | 40 |
Total liabilities | 965,240 | 926,641 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 40,000,000 shares authorized, 4,110,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 411 | 411 |
Additional paid-in capital | (16,951,418) | (16,951,418) |
Retained earnings | 15,985,799 | 16,024,472 |
Total stockholders’ deficit | (965,208) | (926,535) |
Total liabilities and stockholders’ deficit | 32 | 106 |
Related Party | ||
Current liabilities: | ||
Notes payable-related party | $ 965,200 | $ 924,950 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 4,110,000 | 4,110,000 |
Common stock, shares outstanding | 4,110,000 | 4,110,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
General and administrative costs | $ 38,673 | $ 48,925 |
Loss from operations | 38,673 | 48,925 |
Net income (loss) | $ (38,673) | $ (48,925) |
Weighted average shares outstanding of common stock, basic (in Shares) | 4,110,000 | 4,110,000 |
Basic net loss per share (in Dollars per share) | $ (0.01) | $ (0.01) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted average shares outstanding of common stock,diluted | 4,110,000 | 4,110,000 |
Diluted net loss per share | $ (0.01) | $ (0.01) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Dec. 31, 2021 | $ 411 | $ (16,951,418) | $ 16,073,397 | $ (877,610) |
Balance (in Shares) at Dec. 31, 2021 | 4,110,000 | |||
Net loss | (48,925) | (48,925) | ||
Balance at Dec. 31, 2022 | $ 411 | (16,951,418) | 16,024,472 | (926,535) |
Balance (in Shares) at Dec. 31, 2022 | 4,110,000 | |||
Net loss | (38,673) | (38,673) | ||
Balance at Dec. 31, 2023 | $ 411 | $ (16,951,418) | $ 15,985,799 | $ (965,208) |
Balance (in Shares) at Dec. 31, 2023 | 4,110,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from operating activities | ||
Net loss | $ (38,673) | $ (48,925) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 23,200 | |
Accounts payable and accrued expenses | (1,651) | (14,569) |
Net cash used in operating activities | (40,324) | (40,294) |
Cash flows from financing activities | ||
Proceeds from notes payable- related party | 40,250 | 40,350 |
Net cash provided by (used in) financing activities | 40,250 | 40,350 |
Net increase (decrease) in cash | (74) | 56 |
Cash at beginning of period | 106 | 50 |
Cash at end of period | $ 32 | $ 106 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Plan of Business Operations [Abstarct] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Allegro Merger Corp. (the “Company”) was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through December 31, 2023 relates to the Company’s formation, the Company’s initial public offering of units (“Initial Public Offering”) described below and, since the Initial Public Offering, the search for a prospective initial Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated the Initial Public Offering of 14,950,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’ overallotment option, generating gross proceeds of $149,500,000, which is described in Note 3. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one redeemable common stock purchase warrant (the “Warrants”) and one right (the “Rights”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 372,500 units (“Private Units”), at a price of $10.00 per Private Unit in a private placement to certain of the Initial Stockholders (defined below), Cantor Fitzgerald & Co. and Chardan Capital Markets LLC (collectively, the “Insiders”), generating gross proceeds of $3,725,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”) and was invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. On July 6, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company consummated the sale of an additional 1,950,000 Units, at $10.00 per Unit. Dissolution of Trust Account; Delisting and Deregistration of Securities Pursuant to the Charter, on March 31, 2020, the Company began the process of liquidating and distributing to its public stockholders their pro rata portion of the funds contained in the Trust Account, including interest earned on the amounts on deposit, less amounts that be released to the Company to pay franchise and income taxes and up to $100,000 of interest which may be released to the Company to pay dissolution expenses. On April 21, 2020, all of the public shares were redeemed at a per share redemption price of $10.30. On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for taxes. An aggregate of approximately $781,700 of loans made by the initial stockholders to the Company in connection with extensions of time to complete an initial business will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve. The initial stockholders waived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering and the common stock underlying the Private Units. Accordingly, such initial stockholders did not participate in the redemption and an aggregate of 4,110,000 shares of common stock remain outstanding. Additionally, the Company’s rights and warrants remain outstanding. On April 20, 2020, Nasdaq filed a Form 25 to delist and deregister the units, common stock, rights, and warrants. Such securities were delisted from Nasdaq as of April 30, 2020 and deregistered under Section 12(b) of the Exchange Act as of July 9, 2020. Going Concern As of December 31, 2023, the Company had a cash balance of $32 and a working capital deficit of $965,168 In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the Company’s lack of liquidity raises 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 to account for such uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated on November 7, 2019. All inter-company accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of expenses during the periods presented. Actual results could differ from those estimates. 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 did not have any cash equivalents as of December 31, 2023 and 2022. The Company had a cash balance of $32 and $106 as of December 31, 2023 and 2022, respectively. Marketable securities held in Trust Account On April 21, 2020 the remaining cash held in the Trust Account was fully liquidated. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share Net income per share, basic and diluted for the years ended 2023, and 2022 is calculated dividing the net (loss) of $(38,673) and $(48,925), by the weighted average number of Shares outstanding during the period. Risks and Uncertainties The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 limit our ability to have meetings with potential investors or the target company’s personnel, or if vendors and services providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters, or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 limit our ability to have meetings with potential investors or the target company’s personnel, or if vendors and services providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters, or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 6, 2018, the Company consummated the Initial Public Offering and sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $10.00 per Private Unit for an aggregate purchase price of $3,725,000. Each Private Unit consists of one Private Share, one warrant (“Private Warrant”) and one right (“Private Right”). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The proceeds from the sale of the Private Units were used to fund the redemption of the Public Shares. The Private Units are identical to the Units sold in the Public Offering, except that the holders have agreed to vote the Private Shares in favor of any Business Combination. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. The holders of the Private Units (or underlying shares of common stock) are entitled to registration rights described in Note 6. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Promissory Notes — Related Parties The Company issued five unsecured promissory notes totaling $40,250 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January, April, May, August, and October 2023. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker elects to dissolve and is outstanding as of December 31, 2023. The total notes payable to Eric S. Rosenfeld totals $183,500, as of December 31, 2023. The notes are non-interest bearing, and outstanding as December 31, 2023. The Company issued five unsecured promissory notes totaling $40,350 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January, April, May, August, and November 2022. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker elects to dissolve and is outstanding as of December 31, 2022. The total notes payable to Eric S. Rosenfeld totals $143,250, as of December 31, 2022. The notes are non-interest bearing, and outstanding as December 31, 2023. Notes Payable — Related Parties Certain individuals and entities (the “Contributors”) that participated in the private placement of units that occurred simultaneously with the Company’s initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”). The Contributions will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account. The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company’s initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution. On March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement. The loans made by the Contributors will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve. The balance of $781,700 remains outstanding as of December 31, 2023, and 2022. Properties We maintain our principal executive offices at 777 Third Avenue, 37th floor, New York, NY 10017. This space is provided to us by Crescendo Advisors II, LLC (“Crescendo”), an entity controlled by Mr. Rosenfeld, free of charge. We consider our current office space adequate for our current operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working capital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration rights pursuant to a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, except that Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on July 2, 2018, the effective date of Allegro’s registration statement in connection with Allegro’s initial public offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a “piggy-back” registration only during the seven year period beginning on July 2, 2018. The Company will bear the costs and expenses of filing any such registration statements. Underwriting Agreement The Company entered into an agreement with the underwriters of the Initial Public Offering (“Underwriting Agreement”), pursuant to which the Company paid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000 in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting Discount”) of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred Underwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company would complete its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business Combination in the time period prescribed by the Charter and, accordingly, the Company distributed the proceeds held in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 and December 31, 2022, there were no Common Stock The Company is authorized to issue 40,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2023 and December 31, 2022, there were 4,110,000 shares of common stock issued and outstanding. Following termination of the Merger Agreement, the Company liquidated the funds held in the Trust Account. Pursuant to the Charter, all outstanding Public Shares) were redeemed at a per share redemption price of approximately $10.30 per Public Share (the “Redemption Amount”). The cash used for common stock redemptions was $153,755,272 and the change in the value of common stock due to redemptions was ($145,250,653). The initial redemption occurred on April 21, 2020. As of the close of business on such date, the Public Shares were deemed cancelled and will represent only the right to receive the per share Redemption Amount. The Company’s officers, directors, initial stockholders, and the purchasers of Private Units have waived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering and the common stock underlying the Private Units. Rights Each holder of a Right will receive one-tenth (1/10) of one common stock upon consummation of a Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The common stock issuable upon exchange of the Rights was registered at the time of our initial public offering. Accordingly, when issued, such shares will not be restricted securities (except to the extent held by affiliates of the Company). Warrants The Company has accounted for both the Public and Private Warrants as a liability (see note 2 and note 8). The Warrants will become exercisable 30 days after the consummation of a Business Combination. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon the exercise of the Warrants is not effective within 20 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless basis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Placement Warrants are identical to the Warrants underlying the Units sold in the Initial Public Offering, except the Placement Warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such Placement Warrants is not effective) or on a cashless basis, at the holder’s option, and not redeemable by the Company, in each case so long as they are still held by the original purchasers or their affiliates. The Company may call the Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant: - upon not less than 30 days’ prior written notice of redemption to each Warrant holder, - if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading-day period ending on the third business day prior to the notice of redemption to Warrant holders, and - if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022, and it indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ - $ - $ 40 December 31, 2022 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ - $ - $ 40 There were no transfers to/from Levels 1, 2, and 3 securities at the end of the reporting period. There was no change to the fair value of the warrants from 2022 to 2023 as the total value was deemed immaterial. The following table provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates as of December 31, 2023 and December 31, 2022: December 31, December 31, Volatility 24.4 % 24.4 % Risk Free Rate 1.42 % 1.42 % Estimated Term Remaining 4.27 4.27 The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2023 and 2022 respectively is summarized as follows: Derivative warrant liabilities as of December 31, 2020 $ 117 Change in fair value of derivative warrant liabilities $ (77 ) Derivative warrant liabilities as of December 31, 2021 $ 40 Change in fair value of derivative warrant liabilities $ - Derivative warrant liabilities as of December 31, 2022 $ 40 Change in fair value of derivative warrant liabilities $ - Derivative warrant liabilities as of December 31, 2023 $ 40 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: December 31, December 31, Total deferred tax assets $ 8,121 $ 10,274 Valuation Allowance (8,121 ) (10,274 ) Deferred tax asset, net of allowance $ - - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the net operating loss was approximately $38,673. The Company has net operating loss carryforwards of approximately $450. Such amounts are subject to IRS code section 382 limitation. The tax years from 2019 to 2022 are still subject to audit. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions occurred after the balance sheet date and up to the date the unaudited condensed interim financial statements were issued. The Company issued two unsecured promissory notes totaling $22,750 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in March 2024. The notes are non-interest bearing and payable on demand. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (38,673) | $ (48,925) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated on November 7, 2019. All inter-company accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of expenses during the periods presented. Actual results could differ from those estimates. |
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 did not have any cash equivalents as of December 31, 2023 and 2022. The Company had a cash balance of $32 and $106 as of December 31, 2023 and 2022, respectively. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account On April 21, 2020 the remaining cash held in the Trust Account was fully liquidated. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share Net income per share, basic and diluted for the years ended 2023, and 2022 is calculated dividing the net (loss) of $(38,673) and $(48,925), by the weighted average number of Shares outstanding during the period. |
Risks and Uncertainties | Risks and Uncertainties The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 limit our ability to have meetings with potential investors or the target company’s personnel, or if vendors and services providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters, or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 limit our ability to have meetings with potential investors or the target company’s personnel, or if vendors and services providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters, or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets That Are Measured At Fair Value on a Recurring Basis | Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ - $ - $ 40 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ - $ - $ 40 |
Schedule of Fair Value Measurements Inputs Utilized To Measure Fair Value of Private Placement Warrants | The following table provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates as of December 31, 2023 and December 31, 2022: December 31, December 31, Volatility 24.4 % 24.4 % Risk Free Rate 1.42 % 1.42 % Estimated Term Remaining 4.27 4.27 |
Schedule of Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2023 and 2022 respectively is summarized as follows: Derivative warrant liabilities as of December 31, 2020 $ 117 Change in fair value of derivative warrant liabilities $ (77 ) Derivative warrant liabilities as of December 31, 2021 $ 40 Change in fair value of derivative warrant liabilities $ - Derivative warrant liabilities as of December 31, 2022 $ 40 Change in fair value of derivative warrant liabilities $ - Derivative warrant liabilities as of December 31, 2023 $ 40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Total deferred tax assets $ 8,121 $ 10,274 Valuation Allowance (8,121 ) (10,274 ) Deferred tax asset, net of allowance $ - - |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 06, 2018 | Jul. 06, 2018 | Mar. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 23, 2021 | Apr. 21, 2020 | |
Organization and Plan of Business Operations [Line Items] | |||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock at an exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||
Dissolution expenses (in Dollars) | $ 100,000 | ||||||||
Redemption price per share (in Dollars per share) | $ 10.3 | $ 10.3 | |||||||
Restricted cash (in Dollars) | $ 129,957 | ||||||||
Common stock, shares outstanding | 4,110,000 | 4,110,000 | |||||||
Cash (in Dollars) | $ 32 | $ 106 | $ 50 | ||||||
Working capital deficit (in Dollars) | $ 965,168 | ||||||||
Initial Public Offering [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Consummated units | 14,950,000 | ||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Net proceeds of the sale of the Units (in Dollars) | $ 149,500,000 | ||||||||
Maturity days | 180 days | ||||||||
Over Allotment Option [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Consummated units | 1,950,000 | ||||||||
Generating gross proceeds (in Dollars) | $ 149,500,000 | ||||||||
Sale units | 1,950,000 | ||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Private Placement [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Number of shares issuable per warrant | 1 | ||||||||
Sale units | 372,500 | ||||||||
Price per unit (in Dollars per share) | $ 10 | ||||||||
Gross proceeds (in Dollars) | $ 3,725,000 | $ 3,725,000 | |||||||
Common Stock [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Number of shares in a unit | 1 | 1 | |||||||
Number of shares issuable per warrant | 1 | 1 | |||||||
Warrant [Member] | Redeemable Common Stock [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Number of shares issuable per warrant | 1 | 1 | |||||||
Rights [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Number of shares issuable per warrant | 1 | 1 | |||||||
Business Combination [Member] | |||||||||
Organization and Plan of Business Operations [Line Items] | |||||||||
Number of shares in a unit | 1 | 1 | |||||||
Loans made by initial stockholders (in Dollars) | $ 781,700 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash | $ 32 | $ 106 |
Diluted earnings per share (in Shares) | 16,854,750 | |
Net loss | $ (38,673) | $ (48,925) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jul. 06, 2018 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock at an exercise price (in Dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Sale of units | 14,950,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Sale of units | 1,950,000 | |||
Shares per share (in Dollars per share) | $ 10 | |||
Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of shares in a unit | 1 | 1 | ||
Number of shares issuable per warrant | 1 | |||
Warrant [Member] | Redeemable Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Rights [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Business Combination [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of shares in a unit | 1 | 1 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Sale of units | 372,500 | |
Private per unit price (in Dollars per share) | $ 10 | |
Aggregate purchase price (in Dollars) | $ 3,725,000 | $ 3,725,000 |
Number of units | 1 | |
Private Warrant [Member] | ||
Private Placement [Line Items] | ||
Number of units | 1 | |
Private Right [Member] | ||
Private Placement [Line Items] | ||
Number of units | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
May 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Aug. 31, 2022 | May 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Mar. 31, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Oct. 31, 2023 | Aug. 31, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 02, 2020 | Jan. 06, 2020 | |
Related Party Transactions [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 40,250 | $ 40,350 | |||||||||||||||
Contributed aggregate amount | 781,700 | ||||||||||||||||
Unconverted public share (in Dollars per share) | $ 0.025 | $ 0.025 | $ 0.02 | ||||||||||||||
Outstanding balance | 781,700 | 781,700 | |||||||||||||||
Eric S. Rosenfeld [Member] | |||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 40,250 | $ 40,250 | $ 40,250 | $ 40,350 | $ 40,350 | $ 40,350 | $ 40,350 | $ 40,250 | $ 40,250 | $ 40,350 | $ 183,500 | $ 143,250 | |||||
First Contribution [Member] | |||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||
Deposits | $ 223,342 | ||||||||||||||||
Second Contribution [Member] | |||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||
Deposits | $ 279,178 | ||||||||||||||||
Third Contribution [Member] | |||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||
Deposits | $ 279,180 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Underwriting Agreement [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies [Line Items] | |
Underwriting discount, percentage | 2% |
Gross proceeds (in Dollars) | $ 2,600,000 |
Deferred underwriting discount, percentage | 3.50% |
Over Allotment Option [Member] | |
Commitments and Contingencies [Line Items] | |
Gross proceeds (in Dollars) | $ 5,622,500 |
Gross proceeds, percentage | 5.50% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 21, 2020 | |
Stockholders’ Equity [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock outstanding | |||
Preferred stock issued | |||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | Holders of the Company’s common stock are entitled to one vote for each share. | ||
Common stock, shares issued | 4,110,000 | 4,110,000 | |
Common stock, shares outstanding | 4,110,000 | 4,110,000 | |
Redemption price per share (in Dollars per share) | $ 10.3 | $ 10.3 | |
Redemption price (in Dollars) | $ 153,755,272 | ||
Change in value of common stock due to redemptions (in Dollars) | $ (145,250,653) | ||
Warrant term | 5 years | ||
Warrant price per share (in Dollars per share) | $ 0.01 | ||
Exceeds per shares (in Dollars per share) | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets That Are Measured At Fair Value on a Recurring Basis - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Quoted Price in Active Market (Level 1) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 40 | $ 40 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Measurements Inputs Utilized To Measure Fair Value of Private Placement Warrants | Dec. 31, 2023 | Dec. 31, 2022 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 24.4 | 24.4 |
Risk Free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 1.42 | 1.42 |
Estimated Term Remaining [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 4.27 | 4.27 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value of Derivative Warrant Liabilities - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value of Derivative Warrant Liabilities [Abstract] | |||
Derivative warrant liabilities, Beginning balance | $ 40 | $ 40 | $ 117 |
Derivative warrant liabilities, Ending balance | 40 | 40 | 40 |
Change in fair value of derivative warrant liabilities | $ (77) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Net operating loss | $ (38,673) | $ (48,925) |
Net operating loss carryforwards | $ 450 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Net Deferred Tax Assets Abstract | ||
Total deferred tax assets | $ 8,121 | $ 10,274 |
Valuation Allowance | (8,121) | (10,274) |
Deferred tax asset, net of allowance |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 31, 2023 USD ($) |
Subsequent Events [Line Items] | |
Unsecured promissory notes | $ 22,750 |