OCA Acquisition (OCAX) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 01, 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	OCA Acquisition Corp.
Entity Central Index Key	0001820175
Entity File Number	001-39901
Entity Tax Identification Number	85-2218652
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			$ 40,859,514
Entity Incorporation, Date of Incorporation	Jul. 28, 2020
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	201-8533
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	OCAXU
Security Exchange Name	NASDAQ
Shares of Class A common stock, par value $0.0001 per share, included as part of the units
Entity Listings [Line Items]
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the units
Trading Symbol	OCAX
Security Exchange Name	NASDAQ
Redeemable Warrants included as part of the units
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the units
Trading Symbol	OCAXW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,298,436
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,437,500

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 27,767	$ 985
Prepaid expenses	7,905
Total current assets	35,672	985
Cash and marketable securities held in Trust account	42,257,554	153,980,991
Total Assets	42,293,226	153,981,976
Current liabilities:
Accrued expenses	1,990,949	248,060
Excise tax payable	1,140,170
Income tax payable		11,965
Total current liabilities	8,122,478	2,898,643
Deferred underwriting fee	5,232,500	5,232,500
Warrant liability	871,950	145,325
Total liabilities	14,226,928	8,276,468
Commitments
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022
Additional paid-in capital
Accumulated deficit	(14,158,086)	(8,223,843)
Total stockholders’ deficit	(14,157,712)	(8,223,469)
Total Liabilities Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	42,293,226	153,981,976
Class A Common Stock
Current liabilities:
Class A common stock subject to possible redemption, 3,900,717 and 14,950,000 shares issued and outstanding at redemption value of $10.82 and $10.30 at December 31, 2023 and 2022, respectively	42,224,010	153,928,977
Stockholders’ Deficit
Common stock value
Class B Common Stock
Stockholders’ Deficit
Common stock value	374	374
Related Party
Current liabilities:
Due to related party	1,663,859	391,118
Convertible promissory notes - related party	$ 3,327,500	$ 2,247,500

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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
Class A Common Stock
Common stock subject to possible redemption, shares issued	3,900,717	14,950,000
Common stock subject to possible redemption, shares outstanding	3,900,717	14,950,000
Common stock subject to possible redemption value (in Dollars per share)	$ 10.82	$ 10.3
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,737,500	3,737,500
Common stock, shares outstanding	3,737,500	3,737,500

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses	$ 3,181,537	$ 1,250,458
Loss from operations	(3,181,537)	(1,250,458)
Other income:
Interest earned on cash and marketable securities held in Trust account	1,752,098	2,193,696
Change in fair value of warrant liability	(726,625)	6,837,333
Total other income, net	1,025,473	9,031,029
Income (loss) before provision for income taxes	(2,156,064)	7,780,571
Provision for income taxes	(325,941)	(383,965)
Net (loss) income	$ (2,482,005)	$ 7,396,606
Class A Common Stock
Other income:
Weighted average shares outstanding (in Shares)	4,445,613	14,950,000
Basic net (loss) income per share (in Dollars per share)	$ (0.3)	$ 0.4
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	3,737,500	3,737,500
Basic net (loss) income per share (in Dollars per share)	$ (0.3)	$ 0.4

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock
Diluted net (loss) income per share	$ (0.30)	$ 0.40
Class B Common Stock
Diluted net (loss) income per share	$ (0.30)	$ 0.40

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 374		$ (13,433,972)	$ (13,433,598)
Balance (in Shares) at Dec. 31, 2021	3,737,500
Accretion of Class A common stock subject to redemption			(2,186,477)	(2,186,477)
Net income (loss)			7,396,606	7,396,606
Balance at Dec. 31, 2022	$ 374		(8,223,843)	(8,223,469)
Balance (in Shares) at Dec. 31, 2022	3,737,500
Accretion of Class A common stock subject to redemption			(2,312,068)	(2,312,068)
Excise tax payable attributable to redemption of common stock			(1,140,170)	(1,140,170)
Net income (loss)			(2,482,005)	(2,482,005)
Balance at Dec. 31, 2023	$ 374		$ (14,158,086)	$ (14,157,712)
Balance (in Shares) at Dec. 31, 2023	3,737,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (2,482,005)	$ 7,396,606
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust account	(1,752,098)	(2,193,696)
Change in fair value of warrant liability	726,625	(6,837,333)
Changes in operating assets and liabilities:
Prepaid expenses	(7,905)	63,613
Accrued expenses	1,742,889	(143,436)
Due to related party	1,272,741	273,895
Income tax payable	(11,965)	11,965
Net cash used in operating activities	(511,718)	(1,428,386)
Cash Flows from Investing Activities:
Deposit into Trust account for Extension	(1,080,000)	(747,500)
Cash withdrawn for redemptions	114,017,035
Interest withdrawn from Trust account to pay for franchise and federal income taxes	538,500	735,337
Net cash provided by (used in) investing activities	113,475,535	(12,163)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party	1,080,000	500,000
Proceeds from convertible promissory note – related party		747,500
Redemption of common stock	(114,017,035)
Net cash (used in) provided by financing activities	(112,937,035)	1,247,500
Net change in cash	26,782	(193,049)
Cash, beginning of year	985	194,034
Cash, end of the year	27,767	985
Supplemental disclosure of cash flow information:
Excise tax payable attributable to redemption of common stock	1,140,170
Remeasurement of common stock subject to possible redemption to redemption value	2,305,562	2,186,477
Taxes paid	$ 338,250	$ 372,000

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS OCA Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 28, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation and the IPO (as defined and described below), and identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2021 (the “Registration Statement”). The Company’s sponsor is OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). On January 20, 2021, the Company consummated an initial public offering of 14,950,000 units at $10.00 per unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 units, generating gross proceeds of $149,500,000, which is discussed in Note 3 (the “IPO”). Simultaneously with the closing of the IPO, the Company consummated the sale of 7,057,500 private placement warrants (the “private placement warrants”), at a price of $1.00 per private placement warrant, pursuant to a warrant purchase agreement with the Sponsor, generating gross proceeds of $7,057,500, which is discussed in Note 4 (the “Private Placement”). Transaction costs of the IPO amounted to $8,765,734, consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee, and $543,234 of other offering costs. Following the closing of the IPO on January 20, 2021, $151,742,500 (approximately $10.15 per unit, which does not take into account contributions to the trust account by the Sponsor in connection with the Company’s charter extension amendments) from the net offering proceeds of the sale of the units in the IPO and the sale of the private placement warrants were placed in a trust account (the “Trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by 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 its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of the initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination by the Termination Date (as defined below). On January 19, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the trust account. The funds in the trust account will be maintained in cash in an interest-bearing deposit account until the earlier of the initial business combination or liquidation. 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 stockholders. The Company will provide its public stockholders 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 stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the trust account (initially approximately $10.15 per share, which does not take into account contributions to the trust account by the Sponsor in connection with the Company’s charter extension amendments, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations). The shares of Common Stock (as defined in Note 2) subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an initial business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of an initial business combination. On July 15, 2022, the board of directors of the Company (the “board”) elected to extend the date by which the Company has to consummate an initial business combination from July 20, 2022 to January 20, 2023, as permitted under the Company’s amended and restated certificate of incorporation. On July 20, 2022, the Company issued a promissory note in the principal amount of up to $747,500 to the Company’s Sponsor, and on July 25, 2022, the Sponsor deposited $747,500 (representing $0.05 per public share) into the Company’s trust account for its public stockholders. This deposit enabled the Company to extend the date by which the Company has to complete its initial business combination from July 20, 2022 to January 20, 2023. On January 19, 2023, OCA held the its first extension meeting (the “First Extension Meeting”) to approve an amendment (the “First Charter Amendment”) to the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date (the “Termination Date”) by which OCA has to consummate an initial business combination from January 20, 2023 (the “Original Termination Date”) to April 20, 2023 (the “Charter Extension Date”) and to allow OCA, without another stockholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 20, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension Amendment Proposal”). The stockholders of OCA approved the Extension Amendment Proposal at the First Extension Meeting and on January 19, 2023, OCA filed the First Charter Amendment with the Delaware Secretary of State. Following April 20, 2023, the board approved all nine monthly extensions of the deadline to complete an initial business combination, extending the deadline to January 20, 2024 and drew an aggregate of $1,080,000 pursuant to the 2023 Note. In connection with the vote to approve the First Charter Amendment, the holders of 11,049,283 public shares of common stock of OCA properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.31 per share, for an aggregate redemption amount of approximately $114,017,035. On December 21, 2023, the Company entered into an Agreement and Plan of Merger, as it may be amended, supplemented or otherwise modified from time to time (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Powermers Smart Industries, Inc., a Delaware corporation (“PSI”), and POWR Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of PSI (“Merger Sub”). PSI is a green-powered innovator at the intersection of modern engineering, fleet management solutions, and product platforms for the commercial transportation and industrial equipment sectors. At the closing of the Business Combination, the combined company is expected to have a pro forma equity value of approximately $2 billion. See further details in Note 6. On January 9, 2024, the Company held a second extension meeting (the “Second Extension Meeting”) to approve an amendment to the Company’s Charter to extend the Termination Date from January 20, 2024 (the “Previous Termination Date”) to February 20, 2024 (the “Second Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis up to eleven times by an additional one month each time after the Second Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date. Additionally, the Company held the Second Extension Meeting to approve an amendment to the Charter to eliminate the limitation that the Company may not redeem shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares of Class A common stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (together, the “Second Charter Amendment”) at the Second Extension Meeting and on January 11, 2024, the Company filed the Second Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Second Charter Amendment, the holders of shares of Class A common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of approximately $9,778,698. Accordingly, on January 11, 2024, the Company issued an unsecured promissory note in the principal amount of $1,080,000 (“2024 Note”) to the Sponsor and drew $90,000 pursuant to the 2024 Note. The 2024 Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, this note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2024 Note may be converted into warrants of the Company at a price of $1.00 per warrant. The proceeds of this note have been deposited in the trust account. On February 20, 2024 and March 20, 2024, the board of directors of the Company, approved draws of an aggregate of $180,000 (the “Extension Funds”) pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s trust account for its public stockholders on February 20, 2024 and March 20, 2024, respectively. These deposits enabled the Company to extend the date by which it must complete its initial business combination from February 20, 2024 to March 20, 2024 and from March 20, 2024 to April 20, 2024, respectively (the “Extensions”). The Extensions are the first two of eleven one-month extensions permitted under the Company’s charter and provides the Company with additional time to complete its initial business combination. On January 11, 2024, the Sponsor converted an aggregate of 300,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B common stock”), into shares of Class A common stock on a one-for-one basis. The Sponsor waived any right to receive funds from the trust account with respect to the shares of Class A common stock received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original shares of Class B common stock under the terms of that certain letter agreement, dated as of January 14, 2021, by and among, the Company, its officers and directors and the Sponsor. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 5) and public shares in connection with the completion of an initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the an initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Going Concern Consideration As of December 31, 2023, the Company had $27,767 in its operating bank account. During the year ended December 31, 2023, the Company satisfied its liquidity needs primarily through funding by its Sponsor. Until the consummation of a an initial business combination, the Company will be using the funds not held in the trust account. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 20, 2024 to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution 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 should the Company be required to liquidate after April 20, 2024. Risks and Uncertainties The Company’s results of operations and its ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine. The Company 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 its business and its ability to complete an initial business combination. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an initial business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with an initial business combination, extension or otherwise, (ii) the structure of an initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial business combination (or otherwise issued not in connection with an initial business combination but issued within the same taxable year of an initial business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an initial business combination and in the Company’s ability to complete an initial business combination. On January 18, 2023, the Company’s stockholders redeemed 11,049,283 public shares of common stock for a total of $114,017,035. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status of completing an initial business combination as well as variability of its liquidation date as of December 31, 2023 and concluded that it is probable that a contingent liability should be recorded. As of December 31, 2023, the Company recorded $1,140,170 of excise tax liability calculated as 1% of shares redeemed on January 18, 2023.

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 financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of 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 stockholder 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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. 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. As of December 31, 2023 and 2022, the Company did not have any cash equivalents. Cash and Marketable Securities Held in Trust Account At December 31, 2023, the investment in the trust account was held in a demand deposit account. At December 31, 2022, the investment in the trust account was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the trust account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities were included in interest earned on cash and marketable securities held in the trust account. The estimated fair values of the marketable securities held in the trust account were determined using available market information. On March 5, 2024, the Company invested the funds in the trust account in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The funds in the Trust Account will be so maintained until the earlier of the consummation of the Company’s initial business combination and its liquidation. 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 Corporation coverage limit of $250,000. Any loss or lack of access to such funds could have a material adverse impact on the Company’s financial condition, results of operations and cash flows. Warrant Liabilities The Company evaluated the Warrants in accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statements of operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. 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 as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock (as defined below) were charged to temporary equity upon the completion of the IPO. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock contains certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,900,717 and 14,950,000 shares of Class A common stock subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. As of December 31, 2023 and 2022, the Company recorded an accretion of $2,312,068 and $2,186,477, respectively, which is in accumulated deficit. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 15.1% and 4.9% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Share of Common Stock The Company has two classes of common stock, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A common stock in the calculation of diluted (loss) income per share of common stock for the years ended December 31, 2023 and 2022, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Reconciliation of Net (Loss) Income per Share of Common Stock The Company’s statements of operations include a presentation of (loss) income per share for common stock subject to redemption in a manner similar to the two-class method of (loss) income per share. Accordingly, basic and diluted (loss) income per share of Class A common stock and Class B common stock is calculated as follows: Year Ended December 31, 2023 2022 Net (loss) income per share for Class A Common Stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class B common stock 1,133,614 (1,479,321 ) Adjusted net (loss) income $ (1,348,391 ) $ 5,917,285 Weighted average shares outstanding of Class A common stock 4,445,613 14,950,000 Basic and diluted net (loss) income per share, Class A common stock $ (0.30 ) $ 0.40 Net (loss) income per share for Class B common stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class A common stock 1,348,391 (5,917,285 ) Adjusted net (loss) income $ (1,133,614 ) $ 1,479,321 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net (loss) income per share, Class B common stock $ (0.30 ) $ 0.40 Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Current assets and liabilities approximate fair market value. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 will not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying 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 Public Units On January 20, 2021, the Company sold 14,950,000 units, at a purchase price of $10.00 per unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 units. Each unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “public warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (as further described below) 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 Company will not be obligated to deliver any shares of Class A common stock 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 with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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 common stock underlying such unit. Once the warrants become exercisable, the Company may call the 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 to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,057,500 private placement warrants at a price of $1.00 per private placement warrant, for an aggregate purchase price of $7,057,500, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the trust account. Each private placement warrant was identical to the public warrants sold in the IPO, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock 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, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination by April 20, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination by April 20, 2024.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares During August 2020, the Company issued 5,031,250 shares of Common Stock to the Sponsor for $25,000 in cash, or approximately $0.005 per share, in connection with formation (the “founder shares”). On December 21, 2020, the Sponsor surrendered an aggregate of 1,293,750 shares of Class B common stock for no consideration, which were cancelled, resulting in an aggregate of 3,737,500 shares of Class B common stock outstanding including up to 487,500 shares which were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part. As a result of the underwriters’ election to fully exercise of their over-allotment option on January 20, 2021, the 487,500 shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Promissory Note — Related Party On July 28, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO (the “2020 Note”). The 2020 Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. At December 31, 2020, the Company had drawn $141,451 under the 2020 Note. During the period from January 1, 2021 to January 18, 2021, the Company had additional borrowings of $10,800 under the 2020 Note. On January 20, 2021, the Company paid the full $152,251 balance on the 2020 Note from the proceeds of the IPO, and the 2020 Note is no longer available to be drawn upon. Related Party Loans In order to finance transaction costs in connection with an initial 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 (the “Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that an 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. On December 14, 2021, the Company issued a promissory note in the principal amount of up to $1,500,000 to the Sponsor (the “2021 Note”). The 2021 Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2021 Note may be converted into warrants of the Company at a price of $1.00 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the 2021 Note. As of December 31, 2023 and 2022, there were amounts of $1,500,000 outstanding under the 2021 Note. Related Party Extension Loans On July 15, 2022, the board of directors elected to extend the date by which the Company has to consummate a business combination from July 20, 2022 to January 20, 2023, as permitted under the Company’s amended and restated certificate of incorporation. In connection with this extension, on July 20, 2022, Sponsor deposited an aggregate of $747,500 (representing $0.05 per public share) into the Company’s trust account. This extension provided the Company with additional time to complete its initial business combination. The loan may be settled in whole warrants to purchase Class A common stock of the Company at a conversion price equal to $1.00 per warrant. The loan will not bear any interest and will be repayable to OCA Acquisition Holdings LLC upon the earlier of the date on which the Company consummates an initial business combination and the date that the winding up of the Company is effective. On January 19, 2023, the Company issued the 2023 Note, a promissory note in the principal amount of up to $1,080,000. The 2023 Note does not bear interest and matures upon closing of the initial business combination. In the event that the Company does not consummate an initial business combination, the 2023 Note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2023 Note may be converted into warrants of the Company at a price of $1.00 per warrant. Pursuant to the charter, the Sponsor deposited $270,000 into the trust account in order for the time available for the Company to consummate the initial business combination to be extended. Following April 20, 2023, the board approved all nine monthly extensions of the deadline to complete an initial business combination, extending the deadline to January 20, 2024 and drew an aggregate of $1,080,000 pursuant to the 2023 Note. As of December 31, 2023 and 2022, there was $1,080,000 and $0, respectively, outstanding under the 2023 Note. Concurrently with the execution of the Business Combination Agreement, the Company entered into a subscription agreement (the “Insider Subscription Agreement”) with the Sponsor. Pursuant to the Insider Subscription Agreement, the Sponsor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Sponsor, immediately prior to the Merger, an aggregate of 200,000 shares of Class A common stock for an aggregate purchase price of $2,000,000 (the “Insider PIPE Investment”). Upon Closing, each issued and outstanding share of common stock will be automatically cancelled, extinguished and converted into the right to receive one share of PSI Common Stock. On January 11, 2024, the Company issued the 2024 Note, a promissory note in the principal amount of up to $1,080,000. The 2024 Note does not bear interest and matures upon closing of the initial business combination. In the event that the Company does not consummate an initial business combination, the 2024 Note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2024 Note may be converted into warrants of the Company at a price of $1.00 per warrant. Pursuant to the charter, Sponsor deposited $270,000 into the trust account in order to extend the time available for the Company to consummate its initial business combination. If the Company anticipates that it may not be able to consummate the initial business combination by April 20, 2024, and subject to Sponsor depositing additional funds into the trust account pursuant to the 2024 Note, the Company’s time to consummate a business combination shall be extended for up to an additional nine months until January 20, 2025. For each monthly extension, Sponsor will deposit $90,000 into the trust account. In connection with the Company’s entry into the Business Combination Agreement, the Sponsor agreed to convert the (i) 2021 Note into Working Capital Warrants (as defined in the Warrant Agreement, (ii) the 2022 Note into Extension Warrants (as defined in the Warrant Agreement, and (iii) the 2023 Note and the 2024 Note into Post-IPO Warrants (as defined in the Warrant Agreement) if the Business Combination is consummated. Administrative Service Fee Effective January 20, 2021, the Company agreed to pay an affiliate of the Company’s Sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial business combination or its liquidation, the Company will cease paying these monthly fees. For the years ended December 31, 2023 and 2022, the Company incurred $90,000 and $180,000, respectively, in administrative service fees. At December 31, 2023 and 2022, the Company owed the Sponsor $90,000 and $45,000, respectively, for amounts under this administrative support services agreement. This amount has been recorded in due to related party. For the year ended December 31, 2023, the Company incurred an additional $96,079 for shared service expenses from the Sponsor primarily relating to legal services. The Company has a $96,079 balance due to Sponsor at December 31, 2023. For the year ended December 31, 2022, the Company incurred an additional $108,678 for shared service expenses from the Sponsor primarily relating to legal services. The Company paid the Sponsor for the shared services and had a $67,338 balance due to Sponsor at December 31, 2022. Advances from Sponsor At December 31, 2023 and 2022, the Company has recorded a total of $1,477,780 and $278,780 in due to related party for advances from the Sponsor to cover expenses, respectively.

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 placement warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriters fully exercised their over-allotment option and was paid a cash underwriting discount of $0.20 per unit, or $2,990,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Business Combination Agreement On December 21, 2023, the Company entered into the Business Combination Agreement, by and among the Company, PSI and Merger Sub. PSI is a green-powered innovator at the intersection of modern engineering, fleet management solutions, and product platforms for the commercial transportation and industrial equipment sectors. At the closing of the Business Combination (as defined below), the combined company is expected to have a pro forma equity value of approximately $2 billion. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation of such Merger and becoming a wholly-owned subsidiary of PSI. In connection with the Merger, each (i) share of Class A common stock and (ii) share of Class B common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically cancelled and extinguished and converted into the right to receive one share of common stock of PSI, par value $0.01 per share (“PSI Common Stock”). All shares of common stock held in treasury will be canceled and extinguished without consideration. At the Effective Time, each whole warrant issued as part of the units, each consisting of one share of Class A common stock and one-half of one public warrant, sold in the Company’s initial public offering and each whole warrant issued to the Sponsor in a private placement simultaneously with the closing of the Company’s initial public offering (the “private placement warrants” and, together with the public warrants, the “Warrants”) that is outstanding immediately prior to the Effective Time shall remain outstanding but shall be assumed by PSI and automatically adjusted to become (A) with respect to each public warrant, one public warrant of PSI and (B) with respect to each private placement warrant, one private placement warrant of PSI, each of which shall be subject to substantially the same terms and conditions applicable prior to such conversion; except that each such warrants shall be exercisable (or will become exercisable in accordance with its terms) for one share of PSI Common Stock. Each unit that is outstanding immediately prior to the Effective Time will be automatically separated into one share of Class A common stock and one-half of one public warrant, which underlying securities will be converted as described above. Convertible Note Investment Concurrently with the execution of the Business Combination Agreement, Antara Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership owning a majority economic, non-voting interest in the Sponsor (“Antara”), and PSI entered into a note purchase agreement (the “Note Purchase Agreement”), pursuant to which, among other things, Antara agreed to purchase, and PSI agreed to issue and sell to Antara, convertible promissory notes in up to an aggregate principal amount of $8,000,000 (the “Convertible Notes”). Concurrently with the execution of the Note Purchase Agreement, PSI sold and issued, and Antara purchased, Convertible Notes in the initial principal amount of $3,000,000. Insider Subscription Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into the Insider Subscription Agreement with the Sponsor. Pursuant to the Insider Subscription Agreement, the Sponsor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Sponsor, immediately prior to the Merger, an aggregate of 200,000 shares of Class A common stock for an aggregate purchase price of $2,000,000 (the “Insider PIPE Investment”). Upon Closing, each issued and outstanding share of common stock will be automatically cancelled, extinguished and converted into the right to receive one share of PSI Common Stock. PSI Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, PSI, the Company and the stockholders of PSI party thereto (the “PSI Stockholders”) have entered into a Company Stockholder Support Agreement (the “PSI Stockholder Support Agreement”). The PSI Stockholder Support Agreement provides, among other things, that the PSI Stockholders shall vote all the shares of PSI Common Stock beneficially owned by them in favor of the Business Combination. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor, Antara, the Company, PSI and each of the officers and directors of the Company (the “Insiders”) have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”). The Sponsor Support Agreement provides, among other things, that (i) the Sponsor and Antara shall vote all the shares of common stock beneficially owned by them in favor of the proposals to approve the Business Combination and other matters to be voted upon at the special meetings of stockholders of the Company, (ii) effective as of immediately prior to the Effective Time, the Sponsor shall forfeit and surrender to the Company for cancellation 2,557,500 private placement warrants, (iii) effective as of immediately prior to the Effective Time, the Sponsor shall convert all outstanding loans made to the Company into Warrants and (iv) the Sponsor shall use its best efforts to facilitate identifying and obtaining commitments from investors for a PIPE investment in an aggregate amount of $10,000,000 in exchange for shares of Class A common stock.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2023
Stockholders' Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of this offering plus all shares of Class A common stock 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 the initial business combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of Common Stock entitling the holder to one vote.

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 and liabilities that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Public warrants liability $ 448,500 $ — $ 448,500 $ — Private placement warrants liability 423,450 — — 423,450 $ 871,950 $ — $ 448,500 $ 423,450 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Assets: Marketable Securities held in Trust account $ 153,980,991 $ 153,980,991 $ — $ — $ 153,980,991 $ 153,980,991 $ — $ — Liabilities: Public warrants liability $ 74,750 $ — $ 74,750 $ — Private placement warrants liability 70,575 — — 70,575 $ 145,325 $ — $ 74,750 $ 70,575 The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the statements of operations. The Company established the initial fair value of the public warrants on January 20, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and as of December 31, 2023 and 2022 by using the associated trading price of the public warrants. The Company established the initial fair value of the private placement warrants on January 20, 2021 and on June 30, 2023 and December 31, 2022 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The most significant unobservable input was the volatility. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The public warrants were subsequently transferred out of Level 3 and classified as Level 1, as of December 31, 2021, as the subsequent valuation was based upon the trading price of the public warrants. The public warrants were then transferred out of Level 1 and classified as Level 2 as of December 31, 2022, as there was no trading activity to support Level 1 valuation as of December 31, 2022. The private placement warrants were classified as Level 3 at December 31, 2023 and 2022 due to the use of unobservable inputs. There were no transfers to/from Level 1, 2, or 3 during the year ended December 31, 2023. The following tables present the changes in the fair value of Level 3 warrant liabilities for the years ended December 31, 2023 and 2022: Level 3 Fair value as of December 31, 2022 $ 70,575 Change in fair value 352,875 Fair value as of December 31, 2023 $ 423,450 Level 3 Fair value as of December 31, 2021 $ 3,394,658 Change in fair value (3,324,083 ) Fair value as of December 31, 2022 $ 70,575 The key inputs into the modified Black Scholes calculation as of December 31, 2023 and 2023 were as follows: December 31, December 31, Inputs Risk-free interest rate 5.04 % 4.73 % Expected term (years) 0.73 % 1.00 % Expected volatility 4.56 % 4.14 % Exercise price $ 11.50 $ 11.50 Stock price $ 10.79 $ 10.27

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, Deferred tax assets Organizational costs/start-up costs $ 1,016,079 $ 780,662 Federal net operating loss — (95 ) Total deferred tax assets 1,016,079 780,567 Valuation allowance (1,016,079 ) (780,567 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: Year Ended December 31, December 31, Federal Current $ 325,941 $ 383,965 Deferred (235,511 ) (158,233 ) State Current Deferred — — Change in valuation allowance 235,511 158,233 Income tax provision $ 325,941 $ 383,965 The Company had no net operating loss carryforwards as of December 31, 2023 and 2022. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, 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 years ended December 31, 2023 and 2022, the change in the valuation allowance was $235,511 and $158,233, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Deferred tax liability change in rate Permanent book/tax differences 0.00 % (18.46 )% Change in fair value of warrants (7.08 )% 0.00 % Acquisition facilitative expenses (18.12 )% 0.34 % Change in valuation allowance (10.92 )% 2.00 % Income tax provision (15.12 )% 4.88 % The permanent book/tax differences relate to unrealized gains on warrant liability valuation change of $726,625 and acquisition facilitative expenses of $1,860,054. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and has been subject to examination by the various taxing authorities since inception.

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 that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 9, 2024, the Company held the Second Extension Meeting to approve an amendment to the Company’s Charter to extend the Termination Date from the Previous Termination Date and allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date. Additionally, the Company held the Second Extension Meeting to approve an amendment to the Charter to eliminate the Redemption Limitation. The stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (together, the “Second Charter Amendment”) at the Second Extension Meeting and on January 11, 2024, the Company filed the Second Charter Amendment with the Delaware Secretary of State. Accordingly, on January 11, 2024, the Company issued an unsecured promissory note in the principal amount of $1,080,000 (the “2024 Note”) to the Sponsor and drew $90,000 pursuant to the 2024 Note. The Note does not bear interest and matures upon closing of an initial business combination. In the event that the Company does not consummate an initial business combination, this note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2024 Note may be converted into warrants of the Company at a price of $1.00 per warrant. The proceeds of this note have been deposited in the trust account. In connection with the vote to approve the Second Charter Amendment, the holders of shares of Class A common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of approximately $9,778,698. On January 11, 2024, the Sponsor converted an aggregate of 300,000 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. The Sponsor waived any right to receive funds from the trust account with respect to the shares of Class A common stock received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original shares of Class B common stock under the terms of that certain letter agreement, dated as of January 14, 2021, by and among, the Company, its officers and directors and the Sponsor. On January 16, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on January 25, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company has timely requested a hearing before the Panel to request sufficient time to complete the Company’s previously disclosed proposed business combination (the “Business Combination”) with Powermers Smart Industries, Inc. (“PSI”). The hearing request will result in a stay of any suspension or delisting action pending the hearing. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2, and maintain compliance with other Nasdaq listing requirements. On February 20, 2024 and March 20, 2024, the board of directors of the Company, approved a draw of an aggregate of $180,000 (the “Extension Funds”) pursuant to the 2024 Note which Extension Funds the Company deposited into the Company’s trust account for its public stockholders on February 20, 2024 and March 20, 2024. These deposits enabled the Company to extend the date by which it must complete its initial business combination from February 20, 2024 to March 20, 2024 and from March 20, 2024 to April 20, 2024 (the “Extension”). The Extension is the second of eleven one-month extensions permitted under the Company’s amended and restated certificate of incorporation and provides the Company with additional time to complete its initial business combination.

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)	$ (2,482,005)	$ 7,396,606

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 financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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, 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 stockholder 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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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.
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. As of December 31, 2023 and 2022, the Company did not have any cash equivalents.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At December 31, 2023, the investment in the trust account was held in a demand deposit account. At December 31, 2022, the investment in the trust account was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the trust account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities were included in interest earned on cash and marketable securities held in the trust account. The estimated fair values of the marketable securities held in the trust account were determined using available market information. On March 5, 2024, the Company invested the funds in the trust account in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The funds in the Trust Account will be so maintained until the earlier of the consummation of the Company’s initial business combination and its liquidation.
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 Corporation coverage limit of $250,000. Any loss or lack of access to such funds could have a material adverse impact on the Company’s financial condition, results of operations and cash flows.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Warrants in accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statements of operations in the period of change.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. 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 as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock (as defined below) were charged to temporary equity upon the completion of the IPO.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock contains certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,900,717 and 14,950,000 shares of Class A common stock subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. As of December 31, 2023 and 2022, the Company recorded an accretion of $2,312,068 and $2,186,477, respectively, which is in accumulated deficit.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 15.1% and 4.9% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income per Share of Common Stock	Net (Loss) Income per Share of Common Stock The Company has two classes of common stock, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A common stock in the calculation of diluted (loss) income per share of common stock for the years ended December 31, 2023 and 2022, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
Reconciliation of Net (Loss) Income per Share of Common Stock	Reconciliation of Net (Loss) Income per Share of Common Stock The Company’s statements of operations include a presentation of (loss) income per share for common stock subject to redemption in a manner similar to the two-class method of (loss) income per share. Accordingly, basic and diluted (loss) income per share of Class A common stock and Class B common stock is calculated as follows: Year Ended December 31, 2023 2022 Net (loss) income per share for Class A Common Stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class B common stock 1,133,614 (1,479,321 ) Adjusted net (loss) income $ (1,348,391 ) $ 5,917,285 Weighted average shares outstanding of Class A common stock 4,445,613 14,950,000 Basic and diluted net (loss) income per share, Class A common stock $ (0.30 ) $ 0.40 Net (loss) income per share for Class B common stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class A common stock 1,348,391 (5,917,285 ) Adjusted net (loss) income $ (1,133,614 ) $ 1,479,321 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net (loss) income per share, Class B common stock $ (0.30 ) $ 0.40
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Current assets and liabilities approximate fair market value. See Note 8 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 will not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Income (Loss) Per Common Share of Class A Common Stock and Class B Common Stock	The Company’s statements of operations include a presentation of (loss) income per share for common stock subject to redemption in a manner similar to the two-class method of (loss) income per share. Accordingly, basic and diluted (loss) income per share of Class A common stock and Class B common stock is calculated as follows: Year Ended December 31, 2023 2022 Net (loss) income per share for Class A Common Stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class B common stock 1,133,614 (1,479,321 ) Adjusted net (loss) income $ (1,348,391 ) $ 5,917,285 Weighted average shares outstanding of Class A common stock 4,445,613 14,950,000 Basic and diluted net (loss) income per share, Class A common stock $ (0.30 ) $ 0.40 Net (loss) income per share for Class B common stock: Net (loss) income $ (2,482,005 ) $ 7,396,606 Less: Allocation of income (loss) to Class A common stock 1,348,391 (5,917,285 ) Adjusted net (loss) income $ (1,133,614 ) $ 1,479,321 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net (loss) income per share, Class B common stock $ (0.30 ) $ 0.40

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Public warrants liability $ 448,500 $ — $ 448,500 $ — Private placement warrants liability 423,450 — — 423,450 $ 871,950 $ — $ 448,500 $ 423,450 December 31, Quoted Significant Significant Assets: Marketable Securities held in Trust account $ 153,980,991 $ 153,980,991 $ — $ — $ 153,980,991 $ 153,980,991 $ — $ — Liabilities: Public warrants liability $ 74,750 $ — $ 74,750 $ — Private placement warrants liability 70,575 — — 70,575 $ 145,325 $ — $ 74,750 $ 70,575
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities	The following tables present the changes in the fair value of Level 3 warrant liabilities for the years ended December 31, 2023 and 2022: Level 3 Fair value as of December 31, 2022 $ 70,575 Change in fair value 352,875 Fair value as of December 31, 2023 $ 423,450 Level 3 Fair value as of December 31, 2021 $ 3,394,658 Change in fair value (3,324,083 ) Fair value as of December 31, 2022 $ 70,575
Schedule of Inputs into the Modified Black Scholes	The key inputs into the modified Black Scholes calculation as of December 31, 2023 and 2023 were as follows: December 31, December 31, Inputs Risk-free interest rate 5.04 % 4.73 % Expected term (years) 0.73 % 1.00 % Expected volatility 4.56 % 4.14 % Exercise price $ 11.50 $ 11.50 Stock price $ 10.79 $ 10.27

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, Deferred tax assets Organizational costs/start-up costs $ 1,016,079 $ 780,662 Federal net operating loss — (95 ) Total deferred tax assets 1,016,079 780,567 Valuation allowance (1,016,079 ) (780,567 ) Deferred tax assets, net of allowance $ — $ —
Schedule of the Income Tax Provision	The income tax provision consists of the following: Year Ended December 31, December 31, Federal Current $ 325,941 $ 383,965 Deferred (235,511 ) (158,233 ) State Current Deferred — — Change in valuation allowance 235,511 158,233 Income tax provision $ 325,941 $ 383,965
Schedule of Reconciliation of the Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Deferred tax liability change in rate Permanent book/tax differences 0.00 % (18.46 )% Change in fair value of warrants (7.08 )% 0.00 % Acquisition facilitative expenses (18.12 )% 0.34 % Change in valuation allowance (10.92 )% 2.00 % Income tax provision (15.12 )% 4.88 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)								12 Months Ended
	Mar. 20, 2024	Feb. 20, 2024	Jan. 11, 2024	Jan. 18, 2023	Aug. 16, 2022	Jan. 20, 2021	Jan. 20, 2021	Dec. 31, 2023	Dec. 31, 2022	Jul. 25, 2022	Jul. 20, 2022
Organization and Business Operations [Line Items]
Date of incorporation								Jul. 28, 2020
Number of business								$ 1
Sale of stock price per share (in Dollars per share)								$ 10.15
Transaction costs								$ 8,765,734
Underwriting fees								2,990,000
Deferred underwriting fee								5,232,500
Other offering costs								543,234
Dissolution expenses								100,000
Net tangible assets								5,000,001
Drew an additional								$ 1,080,000
Shares issued (in Shares)								902,281
Redemption price per share (in Dollars per share)								$ 10.31
Aggregate redemption amount								$ (114,017,035)
Equity value								$ 2,000,000,000
Redemption price per share (in Dollars per share)								$ 10.83
Operating bank account								$ 27,767
Excise tax					1%
Fair market value percentage					1%
Excise tax payable								1,140,170
Common Stock [Member]
Organization and Business Operations [Line Items]
Redeemed public shares (in Shares)				11,049,283
Public share amount				$ 114,017,035
Promissory Note [Member]
Organization and Business Operations [Line Items]
Principal amount											$ 747,500
Shares Redeemed [Member]
Organization and Business Operations [Line Items]
Shares redeemed				1%
Initial Public Offering [Member]
Organization and Business Operations [Line Items]
Consummated the proposed public offering (in Shares)						14,950,000
Share price per unit (in Dollars per share)						$ 10	$ 10
Gross proceeds of initial public offering						$ 149,500,000		$ 5,232,500
Sale of stock (in Shares)							14,950,000
Sale of stock price per share (in Dollars per share)						$ 10	$ 10	$ 0.01
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Consummated the proposed public offering (in Shares)						1,950,000
Private Placement Warrants [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)								7,057,500
Sale of stock price per share (in Dollars per share)								$ 1
Generating gross proceeds								$ 7,057,500
Public Share [Member]
Organization and Business Operations [Line Items]
Shares issued (in Shares)								11,049,283
Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Share price per unit (in Dollars per share)								$ 18
Sale of stock price per share (in Dollars per share)								9.2
Common stock, par value (in Dollars per share)								$ 0.0001	$ 0.0001
Redemption limitation								$ 5,000,001
Redemption price per share (in Dollars per share)								$ 10.83
Redemption amount								$ 9,778,698
Aggregate share (in Shares)								200,000
Class B Common Stock [Member]
Organization and Business Operations [Line Items]
Sale of stock price per share (in Dollars per share)								$ 0.01
Common stock, par value (in Dollars per share)								$ 0.0001	$ 0.0001
Subsequent Event [Member]
Organization and Business Operations [Line Items]
Sponsor drew			$ 90,000
Conversion price (in Dollars per share)			$ 1
Subsequent Event [Member] | Unsecured Promissory Notes [Member]
Organization and Business Operations [Line Items]
Principal amount			$ 1,080,000
Sponsor drew			$ 90,000
Conversion price (in Dollars per share)			$ 1
Subsequent Event [Member] | Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Redemption price per share (in Dollars per share)			$ 10.83
Redemption amount			$ 9,778,698
Subsequent Event [Member] | Class B Common Stock [Member]
Organization and Business Operations [Line Items]
Aggregate share (in Shares)			300,000
Subsequent Event [Member] | Extension Funds [Member]
Organization and Business Operations [Line Items]
Aggregate of extension funds	$ 180,000	$ 180,000
Sponsor [Member]
Organization and Business Operations [Line Items]
Sale of stock price per share (in Dollars per share)										$ 0.05
Deposited in trust account										$ 747,500
Drew an additional								$ 96,079
Business Combination [Member]
Organization and Business Operations [Line Items]
Sale of stock price per share (in Dollars per share)								$ 10.15
Business combination price per share (in Dollars per share)								$ 10.15
Sponsor [Member] | Initial Public Offering [Member]
Organization and Business Operations [Line Items]
Share price per unit (in Dollars per share)						$ 10.15	$ 10.15
Gross proceeds of initial public offering						$ 151,742,500

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Investment maturity days	185 days
Federal deposit insurance corporation coverage limit	$ 250,000
Accretion of accumulated deficit	2,312,068	$ 2,186,477
Effective tax rate	$ 15.1	$ 4.9
Statutory tax rate percentage	21%	21%
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption (in Shares)	3,900,717	14,950,000
Class A Common Stock [Member] | IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Diluted income loss per share (in Shares)	14,532,500	14,532,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Share of Class A Common Stock and Class B Common Stock - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net (loss) income per share for Class A Common Stock:
Net (loss) income	$ (2,482,005)	$ 7,396,606
Class A Common Stock [Member]
Net (loss) income per share for Class A Common Stock:
Less: Allocation of income (loss) to common stock	1,133,614	(1,479,321)
Adjusted net (loss) income	$ (1,348,391)	$ 5,917,285
Weighted average shares outstanding (in Shares)	4,445,613	14,950,000
Basic net (loss) income per share (in Dollars per share)	$ (0.3)	$ 0.4
Class B Common Stock [Member]
Net (loss) income per share for Class A Common Stock:
Less: Allocation of income (loss) to common stock	$ 1,348,391	$ (5,917,285)
Adjusted net (loss) income	$ (1,133,614)	$ 1,479,321
Weighted average shares outstanding (in Shares)	3,737,500	3,737,500
Basic net (loss) income per share (in Dollars per share)	$ (0.3)	$ 0.4

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Share of Class A Common Stock and Class B Common Stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock [Member]
Schedule of Basic and Diluted Income (Loss) Per Common Share of Class A Common Stock and Class B Common Stock [Line Items]
Diluted net (loss) income per share	$ (0.30)	$ 0.40
Class B Common Stock [Member]
Schedule of Basic and Diluted Income (Loss) Per Common Share of Class A Common Stock and Class B Common Stock [Line Items]
Diluted net (loss) income per share	$ (0.30)	$ 0.40

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		12 Months Ended
	Jan. 20, 2021	Dec. 31, 2023	Dec. 31, 2022
Initial Public Offering [Line Items]
Effective issue price per share		$ 10.15
Warrant, description		Each unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “public warrants”).
Equity proceeds percentage		60%
Exercise price per share		$ 9.2
Market value percentage		180%
Newly issued price, per share redemption		$ 18
Redemption period of warrants		30 years
IPO [Member]
Initial Public Offering [Line Items]
Sale of units (in Shares)	14,950,000
Effective issue price per share	$ 10	$ 0.01
Market value percentage		115%
Warrants per share	$ 10
Public Units [Member] | Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Additional units (in Shares)	1,950,000
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Effective issue price per share		$ 9.2
Price per share		0.0001	$ 0.0001
Warrants per share		18
Class A Common Stock [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Price per share		$ 11.5

Private Placement (Details)

Private Placement (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Private Placement [Line Items]
Aggregate purchase of warrants | shares	1
Price per warrant | $ / shares	$ 9.2
Redeem public shares, percentage	100%
Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate purchase of warrants | shares	7,057,500
Price per warrant | $ / shares	$ 1
Aggregate purchase price | $	$ 7,057,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

12 Months Ended

Jan. 20, 2021

Aug. 31, 2020

Jul. 28, 2020

Dec. 21, 2020

Dec. 31, 2023

Dec. 31, 2022

Jan. 11, 2024

Jan. 19, 2023

Jul. 25, 2022

Jul. 20, 2022

Dec. 14, 2021

Jan. 18, 2021

Dec. 31, 2020

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 10.15

Trading days

20 years

Trading day period commencing

30 years

Promissory note expenses

$ 1,080,000

$ 0

Drawdown value under the promissory note

$ 141,451

Additional borrowings

$ 10,800

Principal amount

10,000,000

$ 1,080,000

$ 1,500,000

Related party loan outstanding

1,500,000

Deposited an aggregate amount

$ 747,500

Per public share (in Dollars per share)

$ 0.05

Deposited in trust account

$ 270,000

Aggregate amount

1,080,000

Office space

$ 15,000

Administrative service fees

90,000

180,000

Sponsor

90,000

45,000

Incurred an additional

1,080,000

Due to sponsor

96,079

Professional and Contract Services Expense

108,678

Sponsor amount

67,338

Sponsor shared services value

$ 1,477,780

$ 278,780

Conversion Warrants [Member]

Related Party Transaction [Line Items]

Warrants per share (in Dollars per share)

$ 1

Conversion Warrants [Member]

Related Party Transaction [Line Items]

Conversion price per share (in Dollars per share)

$ 1

IPO [Member]

Related Party Transaction [Line Items]

Issuance of common stock (in Shares)

14,950,000

Price per share (in Dollars per share)

$ 10

$ 0.01

Promissory note expenses

$ 300,000

Proceeds from promissory note

$ 152,251

Warrants per share (in Dollars per share)

$ 10

Class B Common Stock [Member]

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 0.01

Aggregate common stock outstanding (in Shares)

3,737,500

3,737,500

Common Class A [Member]

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 9.2

Aggregate common stock outstanding (in Shares)

Warrants per share (in Dollars per share)

$ 18

Aggregate share (in Shares)

200,000

Common Class A [Member] | Conversion Warrants [Member]

Related Party Transaction [Line Items]

Conversion price per share (in Dollars per share)

$ 1

Subsequent Event [Member]

Related Party Transaction [Line Items]

Principal amount

$ 1,080,000

Conversion price per share (in Dollars per share)

$ 1

Deposited in trust account

$ 270,000

Insider Subscription Agreement [Member]

Related Party Transaction [Line Items]

Promissory note expenses

$ 2,000,000

2021 Note [Member]

Related Party Transaction [Line Items]

Related party loan outstanding

1,500,000

Sponsor [Member]

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 0.05

Incurred an additional

$ 96,079

Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Deposited in trust account

$ 90,000

Founder Shares [Member] | Common Stock [Member]

Related Party Transaction [Line Items]

Issuance of common stock (in Shares)

5,031,250

Aggregate purchase price

$ 25,000

Founder Shares [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 0.005

Subject to forfeiture (in Shares)

487,500

Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]

Related Party Transaction [Line Items]

Share surrendered (in Shares)

1,293,750

Aggregate common stock outstanding (in Shares)

3,737,500

Subject to forfeiture (in Shares)

487,500

Founder Shares [Member] | Sponsor [Member] | Common Class A [Member]

Related Party Transaction [Line Items]

Price per share (in Dollars per share)

$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Jan. 20, 2021	Dec. 31, 2023	Jan. 19, 2023	Dec. 14, 2021
Commitments and Contingencies [Line Items]
Pro forma equity value		$ 2,000,000,000
Common share par value (in Dollars per share)		$ 10.15
Public warrant (in Shares)		1
Aggregate principal amount		$ 10,000,000	$ 1,080,000	$ 1,500,000
Initial principal amount		3,000,000
Aggregate purchase price		$ 2,000,000
IPO [Member]
Commitments and Contingencies [Line Items]
Purchase of additional units (in Shares)		1,950,000
Percentage of deferred underwriting fee		3.50%
Proceeds from Issuance IPO	$ 149,500,000	$ 5,232,500
Common share par value (in Dollars per share)	$ 10	$ 0.01
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Cash underwriting discount (in Dollars per share)	$ 0.2
Aggregate amount	$ 2,990,000
Common Class B [Member]
Commitments and Contingencies [Line Items]
Number of share (in Shares)		1
Common share par value (in Dollars per share)		$ 0.01
Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Number of share (in Shares)		1
Common share par value (in Dollars per share)		$ 9.2
Aggregate of shares (in Shares)		200,000
Convertible Promissory Notes [Member]
Commitments and Contingencies [Line Items]
Aggregate principal amount		$ 8,000,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares			12 Months Ended
	Apr. 01, 2024	Jan. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Deficit [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, shares issued
Preferred stock, shares outstanding
Shares subject to possible redemption			9,778,698
Common stock exercised			902,281
Redemption price per share (in Dollars per share)			$ 10.83
After the completion of the Company’s initial Business Combination			1 year
Aggregate percentage			20%
Class A Common Stock [Member]
Stockholders' Deficit [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock subject to possible redemption, shares issued			3,900,717	14,950,000
Common stock subject to possible redemption, shares outstanding			3,900,717	14,950,000
Shares subject to possible redemption			3,900,717	14,950,000
Redemption price per share (in Dollars per share)			$ 10.83
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock [Member]
Stockholders' Deficit [Line Items]
Common stock, shares authorized			10,000,000	10,000,000
Common stock, shares issued			3,737,500	3,737,500
Common stock, shares outstanding			3,737,500	3,737,500
Subsequent Event [Member] | Class A Common Stock [Member]
Stockholders' Deficit [Line Items]
Redemption price per share (in Dollars per share)		$ 10.83
Aggregate shares		300,000
Forecast [Member]
Stockholders' Deficit [Line Items]
Shares subject to possible redemption	2,998,436
Common stock, shares issued	3,298,436
Common stock, shares outstanding	3,298,436
Founder Shares [Member]
Stockholders' Deficit [Line Items]
Price per share (in Dollars per share)			$ 12

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Total Warrants liability	$ 871,950	$ 145,325
Assets:
Marketable Securities held in Trust Account	42,257,554	153,980,991
Public Warrants Liability [Member]
Liabilities:
Total Warrants liability	448,500	74,750
Private Placement Warrants Liability [Member]
Liabilities:
Total Warrants liability	423,450	70,575
Marketable Securities Held In Trust Account [Member]
Assets:
Marketable Securities held in Trust Account		153,980,991
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Total Warrants liability
Assets:
Marketable Securities held in Trust Account		153,980,991
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants Liability [Member]
Liabilities:
Total Warrants liability
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total Warrants liability
Quoted Prices in Active Markets (Level 1) [Member] | Marketable Securities Held In Trust Account [Member]
Assets:
Marketable Securities held in Trust Account		153,980,991
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Total Warrants liability	448,500	74,750
Assets:
Marketable Securities held in Trust Account
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member]
Liabilities:
Total Warrants liability	448,500	74,750
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total Warrants liability
Significant Other Observable Inputs (Level 2) [Member] | Marketable Securities Held In Trust Account [Member]
Assets:
Marketable Securities held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Total Warrants liability	423,450	70,575
Assets:
Marketable Securities held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member]
Liabilities:
Total Warrants liability
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total Warrants liability	$ 423,450	70,575
Significant Other Unobservable Inputs (Level 3) [Member] | Marketable Securities Held In Trust Account [Member]
Assets:
Marketable Securities held in Trust Account

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - Level 3 Warrant Liabilities [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value as of beginning balance	$ 70,575	$ 3,394,658
Change in fair value	352,875	(3,324,083)
Fair Value as of ending balance	$ 423,450	$ 70,575

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Inputs into the Modified Black Scholes - Black Scholes [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Inputs
Risk-free interest rate	5.04%	4.73%
Expected term (years)	8 months 23 days	1 year
Expected volatility	4.56%	4.14%
Exercise price	$ 11.5	$ 11.5
Stock price	$ 10.79	$ 10.27

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Change in the valuation allowance	$ 235,511	$ 158,233
Unrealized gains on warrant liability valuation change	726,625
Acquisition facilitative expenses	$ 1,860,054

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Organizational costs/start-up costs	$ 1,016,079	$ 780,662
Federal net operating loss		(95)
Total deferred tax assets	1,016,079	780,567
Valuation allowance	(1,016,079)	(780,567)
Deferred tax assets, net of allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of the Income Tax Provision - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current	$ 325,941	$ 383,965
Deferred	(235,511)	(158,233)
State
Current
Deferred
Change in valuation allowance	235,511	158,233
Income tax provision	$ 325,941	$ 383,965

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of the Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
Deferred tax liability change in rate
Permanent book/tax differences	0%	(18.46%)
Change in fair value of warrants	(7.08%)	0%
Acquisition facilitative expenses	(18.12%)	0.34%
Change in valuation allowance	(10.92%)	2%
Income tax provision	(15.12%)	4.88%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Mar. 20, 2024	Feb. 20, 2024	Jan. 11, 2024
Subsequent Event [Line Items]
Sponsor drew			$ 90,000
Conversion price (in Dollars per share)			$ 1
Common Class A [Member]
Subsequent Event [Line Items]
Redemption price per share (in Dollars per share)			$ 10.83
Redemption amount			$ 9,778,698
Common Class B [Member]
Subsequent Event [Line Items]
Aggregate share (in Shares)			300,000
Extension Funds [Member]
Subsequent Event [Line Items]
Aggregate of extension funds	$ 180,000	$ 180,000
Unsecured Promissory Notes [Member]
Subsequent Event [Line Items]
Principal amount			$ 1,080,000
Sponsor drew			$ 90,000
Conversion price (in Dollars per share)			$ 1