Bite Acquisition 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 20, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Entity File Number	001-40055
Entity Registrant Name	BITE ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3307316
Entity Address, Address Line One	720 N. State Street
Entity Address, City or Town	Chicago
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	212
Local Phone Number	608-2923
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		7,999,298
Entity Central Index Key	0001831270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of common stock and one-half of one warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant
Trading Symbol	BITE.U
Security Exchange Name	NYSEAMER
Common stock
Document and Entity Information
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	BITE
Security Exchange Name	NYSEAMER
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	BITE WS
Security Exchange Name	NYSEAMER

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 4,281	$ 947
Prepaid expenses	63,750	7,946
Prepaid taxes	37,803	36,795
Deferred business combination costs	41,318	41,318
Total current assets	147,152	87,006
Investment held in Trust Account	25,459,717	30,834,520
Total assets	25,606,869	30,921,526
Current liabilities:
Accounts payable and accrued expenses	2,470,306	2,278,597
Excises taxes payable	68,133	12,598
Franchise tax payable		146,800
Income taxes payable	25,096
Due to related party	377,857	347,857
Convertible promissory note at fair value - related party	998,152	923,945
Total current liabilities	3,939,544	3,709,797
Deferred tax liability	435,316	357,642
Private warrant liability	19,250	8,250
Total liabilities	4,394,110	4,075,689
Commitments
Common stock subject to possible redemption, 2,359,298 and 2,878,178 shares outstanding at March 31, 2024 and December 31, 2023, respectively, at redemption value	25,471,535	30,591,264
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,640,000 shares issued and outstanding at both March 31, 2024 and December 31, 2023 (excluding shares subject to possible redemption of 2,359,298 and 2,878,178, respectively)	564	564
Additional paid-in capital	1,171,667	1,660,980
Accumulated deficit	(5,431,007)	(5,406,971)
Total stockholders' deficit	(4,258,776)	(3,745,427)
Total liabilities, redeemable shares and stockholders' deficit	$ 25,606,869	$ 30,921,526

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED BALANCE SHEETS
Common stock subject to possible redemption, shares outstanding (in shares)	2,359,298	2,878,178
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, shares issued (in shares)	5,640,000	5,640,000
Common shares, shares outstanding (in shares)	5,640,000	5,640,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Formation and operating costs	$ 538,063	$ 877,303
Franchise tax	32,400	36,100
Loss from operations	(570,463)	(913,403)
Other income
Investment income from Trust	327,117	3,282
Change in fair value of private warrants	(11,000)	(8,250)
Change in fair value of convertible promissory notes	369,875	215,511
Total other income	685,992	210,543
Net income (loss) income before provision for income taxes	115,529	(702,860)
Provision for income taxes	139,565	45,257
Net loss	$ (24,036)	$ (748,117)
Basic weighted average shares outstanding	5,640,000	5,640,000
Diluted weighted average shares outstanding	5,640,000	5,640,000
Basic net (loss) income per common stock	$ 0	$ (0.09)
Diluted net (loss) income per common stock	$ 0	$ (0.09)
Common stock subject to possible redemption
Other income
Basic weighted average shares outstanding	2,598,781	2,998,815
Diluted weighted average shares outstanding	2,598,781	2,998,815
Basic net (loss) income per common stock	$ 0	$ (0.09)
Diluted net (loss) income per common stock	$ 0	$ (0.09)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2022	$ 564	$ 3,657,675	$ (4,419,035)	$ (760,796)
Balance at the beginning (in shares) at Dec. 31, 2022	5,640,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of shares subject to possible redemption		(267,064)		(267,064)
Net loss			(748,117)	(748,117)
Balance at the ending at Mar. 31, 2023	$ 564	3,390,611	(5,167,152)	(1,775,977)
Balance at the ending (in shares) at Mar. 31, 2023	5,640,000
Balance at the beginning at Dec. 31, 2023	$ 564	1,660,980	(5,406,971)	(3,745,427)
Balance at the beginning (in shares) at Dec. 31, 2023	5,640,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excise tax on redemption of Class A common stock		(55,535)		(55,535)
Remeasurement of shares subject to possible redemption		(433,778)		(433,778)
Net loss			(24,036)	(24,036)
Balance at the ending at Mar. 31, 2024	$ 564	$ 1,171,667	$ (5,431,007)	$ (4,258,776)
Balance at the ending (in shares) at Mar. 31, 2024	5,640,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from Operating Activities:
Net loss	$ (24,036)	$ (748,117)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investment held in Trust Account	(327,117)	(3,282)
Change in fair value of warrants	11,000	8,250
Change in fair value of convertible promissory note	(369,875)	(215,511)
Deferred tax liability - non-current	77,674
Changes in current assets and current liabilities:
Prepaid expenses	(55,804)	(143,617)
Accounts payable and accrued expenses	191,709	718,683
Franchise tax payable	(184,603)	36,100
Income tax payable, net	61,891	45,257
Due to related party	30,000	30,000
Net cash used in operating activities	(589,161)	(272,237)
Cash flows from Investing Activities:
Deposits into from Trust Account pursuant to Extension Amendments	(133,983)	(299,882)
Withdrawals from Trust Account	282,396
Partial liquidations of Trust Account	5,553,507
Net cash provided by investing activities	5,701,920	(299,882)
Cash flows from Financing Activities:
Payments for redemptions of Class A Common Stock	(5,553,507)
Proceeds from issuance of related party promissory note	444,082	525,000
Net cash provided by financing activities	(5,109,425)	525,000
Net Change in Cash	3,334	(47,119)
Cash - Beginning of period	947	86,517
Cash - End of period	4,281	39,398
Non-Cash investing and financing activities:
Redemption costs of Class A Common Stock included in excise tax payable	55,535
Remeasurement in value of common stock subject to redemption	433,778	267,064
Remeasurement To Shares Subject To Possible Redemption	433,778	267,064
Non-Cash investing and financing activities:	$ 489,313	$ 267,064

Organization, Business Operatio

Organization, Business Operations and Going Concern	3 Months Ended
	Mar. 31, 2024
Organization, Business Operations and Going Concern
Organization, Business Operations and Going Concern	Note 1 - Organization, Business Operations and Going Concern Bite Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on September 29, 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 (a “business combination”). The Company has selected December 31 as its fiscal year end. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”) and, subsequent to the IPO, identifying a target company for a business combination, which is described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. On April 29, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”), 2510169 Alberta Inc., an Alberta Corporation (“TopCo”) and a direct, wholly owned Subsidiary of Above Food, and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of TopCo (“Merger Sub”). Pursuant to the Business Combination Agreement, the Company and Above Food agreed to combine in a business combination that will result in each of the Company and Above Food becoming a wholly-owned subsidiary of TopCo. Upon the closing of the transactions contemplated by the Business Combination Agreement (the “Proposed Transactions”), TopCo’s common shares and warrants are expected to be listed on the New York Stock Exchange. On the date of the closing of the Proposed Transactions and pursuant to a court-approved plan of arrangement, Above Food’s shareholders will effect a share exchange (the “Share Exchange”), pursuant to which, among other things, Above Food’s shareholders will contribute to TopCo all of the issued and outstanding equity of Above Food in exchange for newly issued TopCo common shares, TopCo Class A earnout shares and TopCo Class B earnout shares, and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of TopCo. Pursuant to the Share Exchange, a number of TopCo common shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. All of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable for TopCo Common Shares. On March 12, 2024, Bite, Above Food, TopCo and Merger Sub entered into an amendment to the Business Combination Agreement (“Amendment No. 1”) to, among other things, (i) remove the imposition of vesting conditions on 1,100,000 TopCo Common Shares to be issued to the Sponsor at the Closing, and remove all references to the defined terms “Earnout Shares” and “Sponsor Earnout Shares,” and (ii) revise the fiscal years to be used for measuring the Adjusted EBITDA of TopCo for purposes of determining the vesting of Earnout Shares from the fiscal years ending January 31, 2024 and January 31, 2025 to the fiscal years ending January 31, 2025 and January 31, 2026. On April 29, 2024, the Company held a special meeting of stockholders (the “Special Meeting”), whereby the stockholders approved, among other proposals, to adopt the Business Combination Agreement, dated as of April 29, 2023 and amended on March 12, 2024 and as may be further amended and/or amended and restated. In connection with the Special Meeting, stockholders holding 2,327,197 shares of the Company’s common stock subject to redemption exercised their right to redeem such shares. Such redemptions are expected to be paid in June 2024. Charter Amendments On December 15, 2022, the Company’s stockholders approved, among other proposals, an amendment to the amended and restated certificate of incorporation (the “First Extension Amendment”). The First Extension Amendment extended the date by which the Company must consummate its initial business combination from February 17, 2023 to August 17, 2023 by one-month extensions or such earlier date as determined by its board of directors (the “Board”), provided that Smart Dine, LLC (the “Sponsor”) (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by multiplying $0.05 by the number of public shares then outstanding, up to a maximum of $150,000 for each such one-month extension until August 17, 2023, unless the closing of the Company’s initial business combination shall have occurred, and permit holders of public shares to redeem their shares for their pro rata portion of the Trust Account. In connection with the stockholder vote to approve the First Extension Amendment, the holders of 17,001,185 shares of Common Stock properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $171.7 million, leaving approximately $30.3 million in the Trust Account. On August 10, 2023, the Company’s stockholders approved, among other proposals, an amendment to the Company’s amended and restated certificate of incorporation (the “Second Extension Amendment”) to allow the Company to extend the date by which the Company must consummate its initial business combination (the “Termination Date”) by monthly election to extend such date in one-month increments up to a total of six months from August 17, 2023 (each, an “Extension”), until February 17, 2024 (such date, as may be further extended by vote of the Company’s stockholders, the “Second Extended Date”). In connection with the stockholder vote to approve the Second Extension Amendment, the holders of 120,637 shares of Common Stock properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $1.2 million, leaving approximately $30.0 million in the Trust Account. On February 13, 2024, the Company’s stockholders approved, among other proposals, an amendment to the Company’s amended and restated certificate of incorporation (the “Third Extension Amendment”) to allow the Company to extend the Termination Date (the date by which it must consummate an initial business combination) in one-month increments up to a total of six months from February 17, 2024 (each monthly election referred to herein as an “extension”), or until August 17, 2024 (such date, as may be further extended by vote of the Company’s stockholders, the “Third Extended Date”). In connection the Third Extension Amendment, the holders of 518,880 shares of the Company’s common stock subject to redemption exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $5.55 million, leaving approximately $25.25 million in the trust account. NYSE Notice On February 20, 2024, the Company received a letter from the NYSE American LLC (“NYSE American” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s Common Stock, Units and Warrants (collectively, the “Securities”) pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. At this time, the Securities have not been suspended and will continue to trade. As indicated in the letter, the Company has a right to a review of the delisting determination by a Committee of the Board of Directors of the Exchange, provided a written request for such review is requested no later than February 27, 2024. The Company provided such written request for hearing on February 26, 2024 and the Company’s hearing is scheduled to occur on July 17, 2024. Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO the Company consummated the private placement (the “Private Placement”) of an aggregate of 500,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, Inc., (“EarlyBirdCapital”) generating total gross proceeds of $5,000,000. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Trust Account Following the closing of the IPO, on February 17, 2021, $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was held in a Trust Account (“Trust Account”), and may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000. Upon closing of the IPO, the Private Placement, and the sale of the Units, in connection with the underwriters’ partial exercise of their over-allotment, a total of $200,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of the completion of the Company’s initial business combination or the redemption of the Company’s public shares if the Company is unable to complete the initial business combination on or before the Second Extended Date (as defined in above). During the three months ended March 31, 2024 and 2023, the Company withdrew $282,396 and $0, respectively, from the Trust Account for the payment of tax obligations. Pursuant to the First Extension Amendment, Second Extension Amendment, and Third Extension Amendment, the Sponsor deposited $133,983 and $299,882, respectively, into the Trust Account during the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, $11,818 and $243,256, respectively, was available to withdraw from the Trust Account for tax payments, which includes reimbursements for tax payments made from the Company’s operating account of $889 and $133,251, respectively. On December 15, 2022, August 25, 2023, and February 13, 2024, the Company had partial liquidations of the funds in the Trust Account of $171,744,610, $1,259,755, $5,553,507, respectively. The remaining proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock 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 share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” As discussed in Note 1, the Company will have until the Third Extended Date to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will cease all operations except for the purpose of winding up, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any private shares and any public shares held by them in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, any private 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 and private shares if the Company fails to complete the 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) $10.00 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 $10.00 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 the IPO against certain liabilities, including liabilities under 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 believes it is unlikely that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of March 31, 2024, the Company had $4,281 in its operating bank account and a working capital deficit, excluding taxes prepaid and taxes payable from the Trust Account, of $3,804,210. As discussed in Note 5, the Sponsor has agreed to provide the Company with the necessary financial support through working capital loans, equity financing, or a combination thereof, to enable the Company to meet its financial obligations as they become due. Management believes that the Company will have sufficient borrowing capacity from the Sponsor to meet its obligations until the earlier of the consummation of a business combination or August 17, 2024, the date in which the Company is required to liquidate if a business combination has not been consummated. However, the Company cannot provide any assurance that, if needed, additional financing will be available to the Company on commercially acceptable terms, if at all. Management has determined that Company’s liquidity position and the uncertainty as to whether the Company will consummate a business combination or be required to liquidate by August 17, 2024 (see Note 1), raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed financial statements have been issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2024. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or ability to consummate an initial business combination, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this as of the date of these condensed financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended) 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ​

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Use of Estimates The preparation of the condensed financial statements in conformity with US 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash Held in Trust Account As of March 31, 2024 and December 31, 2023, all of the funds in the Trust Account were held in cash in an interest-bearing demand deposit account. As of March 31, 2024 and December 31, 2023, the Company had $11,818, and $110,005, respectively, in franchise taxes payable and income taxes payable, net of prepayments, that were eligible for payment out of proceeds from the Trust Account. As discussed in Note 1, on February 13, 2024 and August 10, 2023, the Company had Public Share redemptions in which approximately $5.5 million and $1.2 million, respectively, was withdrawn from the Trust Account and paid to investors. During the three months ended March 31, 2024 and 2023, the Sponsor deposited $133,983 and $299,882, respectively, into the Trust Account pursuant to the First Extension Amendment, Second Extension Amendment, and Third Extension Amendment. As of March 31, 2024 and December 31, 2023, $11,818 and $243,256, respectively, was available to withdraw from the Trust Account for tax payments, which includes reimbursements for tax payments made from the Company’s operating account of $889 and $133,251, respectively. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. In connection with the stockholder vote to approve the First Extension Amendment on December 15, 2022, 17,001,185 shares of the Company’s common stock subject to redemption were redeemed by stockholders for approximately $171.7 million of the funds held in the Company’s Trust Account. After satisfaction of the redemptions exercised on December 21, 2022, approximately $30.3 million in cash remained in the trust account and 2,998,815 shares of the Company’s common stock subject to redemption were outstanding. Warrants previously issued as Units in the initial IPO were segregated and retained by stockholders that redeemed their public shares. In connection with the stockholder vote to approve the Second Extension Amendment on August 10, 2023, 120,637 shares of the Company’s common stock subject to redemption were redeemed by stockholders for approximately $1.2 million of the funds held in the Company’s Trust Account. After satisfaction of the redemptions exercised on August 10, 2023, approximately $30 million in cash remained in the trust account and 2,878,178 shares of Class A common stock subject to redemption were outstanding. Warrants previously issued as Units in the initial IPO were segregated and retained by stockholders that redeemed their public shares. The Company is subject is subject to a non-deductible 1% excise tax on the fair market value of any redemptions of the Company’s common stock made on or after January 1, 2023 under the Inflation Reduction Act of 2022. In connection with the redemptions exercised on August 10, 2023 and February 13, 2024, the Company recognized excises taxes payable of $12,598 and $55,535, respectively, that were recorded against additional paid-in capital as an incremental cost to repurchase the redeemed shares. The common stock subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled as follows: ​ ​ ​ ​ ​ Common stock subject to possible redemption at December 31, 2022 $ 29,866,922 Less: Redemption of shares ​ ​ (1,259,755) Plus: Remeasurement of shares subject to possible redemption ​ 1,984,097 Common stock subject to possible redemption at December 31, 2023 ​ ​ 30,591,264 ​ ​ ​ ​ Less: Redemption of shares ​ ​ (5,553,507) Plus: Remeasurement to shares subject to possible redemption ​ ​ 433,778 Common stock subject to possible redemption at March 31, 2024 ​ $ 25,471,535 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 31, 2024, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5). Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Convertible promissory note The Company has elected the fair value option to account for its non-interest bearing promissory note to the Sponsor with a maximum principal value not to exceed $3,250,000 (“Convertible Note”) which is fully described in Note 5. As a result of applying the fair value option, the Convertible Note is recorded at its initial fair value at issuance, and at each balance sheet date thereafter. Subsequent changes in fair value are recorded as change in the fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2024 2023 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (7,582) ​ $ (259,696) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 2,598,781 ​ ​ 2,998,815 Basic and diluted net loss per share, redeemable common stock ​ $ 0.00 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net loss ​ ​ ​ ​ ​ ​ Net loss ​ $ (24,036) ​ $ (748,117) Less: redeemable net loss ​ ​ (7,582) ​ ​ (259,696) Non-redeemable net loss ​ $ (16,454) ​ $ (488,421) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 5,640,000 ​ ​ 5,640,000 Basic and diluted net loss per share, non-redeemable common stock ​ $ 0.00 ​ $ (0.09) ​ 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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. 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. 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 March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2024 and 2023, the Company’s effective tax rate was 120.81% and -6.44% respectively. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Inflation Reduction Act of 2022 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 a 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 a 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 the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a 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 a Business Combination and in the Company’s ability to complete a Business Combination. In connection with the redemptions of common stock that occurred during August 2023 and February 2024 (see Note 1), $12,598 and $55,535, respectively, was accrued for excise taxes against additional paid-in capital as an incremental cost to repurchase the redeemed shares. As of March 31, 2024 and December 31, 2023, the Company’s excise tax liability was $68,133 and $12,598, respectively. Recently Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on modified retrospective basis as of January 1, 2024. The adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023 - 09"). ASU 2023 - 09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements are to be applied on a prospective basis, with the option to be applied retrospectively. The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to this update. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the disclosure requirements related to this update. 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 Company's financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On February 17, 2021, the Company sold 17,500,000 Units pursuant the IPO, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation. Public Warrants The Company has outstanding warrants to purchase an aggregate of 10,000,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the underwriters’ partial exercise of their over-allotment option). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of 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 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, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of our 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 described below under “Redemption of Warrants” 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 warrants will become exercisable 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. The Company will not be obligated to deliver any shares of 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 common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless 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 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 not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the 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 commencing once the warrants become exercisable and ending three business days before we 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 holders 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 common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the 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	3 Months Ended
	Mar. 31, 2024
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital, the underwriters of the IPO, purchased an aggregate of 500,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,000,000. Each private unit consists of one share of common stock and one On February 25, 2021, simultaneously with the closing of the over-allotment the Company consummated the private placement (the “Private Placement”) of an aggregate of 50,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, generating total gross proceeds of $500,000. Each Private Unit will be identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the private shares or private warrants, which will expire worthless if the Company does not consummate a business combination within the Combination Period. The Sponsor has agreed to waive redemption rights with respect to the private shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the Company’s obligations with respect to conversion rights as described in this prospectus or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) if the Company fails to consummate a business combination within Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any public shares held by them if the Company fails to consummate a business combination or liquidate within the Combination Period.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On October 30, 2020, the Sponsor purchased 4,312,500 shares of common stock for an aggregate purchase price of $25,000, or approximately $0.0058 per share. On February 11, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 718,750 shares with respect to the common stock, resulting in the initial stockholders holding 5,031,250 shares of common stock. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 656,250 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 25, 2021, the underwriters exercised the over-allotment option in part, of the 656,250 Founder Shares subject to forfeiture, 31,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of (i) one year after the date of the consummation of the initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 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 after the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with an intended 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, provide non-interest-bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Units at a price of $10.00 per Unit at the option of the lender. The Units would be identical to the Private Units. Convertible Promissory Note – The principal balance may be prepaid at any time but matures on the date at which the Company consummates its initial business combination. Upon the consummation of its initial business combination, the Sponsor may elect to convert up to $1,500,000 of the outstanding principal to a number of units equal to the outstanding balance at conversion divided by $10.00, rounded up to the nearest whole number (“Working Capital Units”). The Working Capital Units have the same terms as the Private Placement. As of March 31, 2024, the Company had a principal balance of $3,071,082 outstanding under the Convertible Note. The Company has elected the fair value option to account for the Convertible Note. The Convertible Note was initially recognized at fair value. Subsequent changes in fair value are recognized as “Changes in the fair value of convertible note” in the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (see Note 7). Administrative Service Fee Commencing on February 16, 2021, the Company has agreed to pay an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s business combination or its liquidation, the Company will cease paying these monthly fees. For each of the three months ended March 31, 2024 and 2023, the Company incurred $30,000 in fees for these services. As of March 31, 2024 and December 31, 2023, the Company’s administrative service fee payable was $377,857 and $347,857, respectively, which is included in Due to Related Party on the accompanying condensed balance sheets.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders are entitled to make up to two demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option from the date of the prospectus to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. The underwriters were entitled to a cash underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $3,500,000. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Business Combination Marketing Agreement Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with its business combination to assist it in holding meetings with our stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial business combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with our press releases and public filings in connection with the business combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the initial business combination in an amount up to 3.5% of the gross proceeds of this offering (exclusive of any applicable finders’ fees which might become payable). Representative Shares On February 17, 2021, the Company issued to designees of EarlyBirdCapital 90,000 shares of common stock (the “representative shares”). The Company estimated the fair value of the stock to be $859,500 and was treated as underwriters’ compensation and charged directly to stockholders’ equity. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. Furthermore, the Company may, in its sole discretion, force the forfeiture of 20,000 of the representative shares upon the consummation of the initial business combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements
Fair Value Measurements	Note 7 — Fair Value Measurements The following tables present information about the Company’s assets that are measured on a recurring basis as of March 31, 2024, and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Quoted Prices in Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ — ​ $ 19,250 Convertible promissory note ​ ​ — ​ ​ — ​ ​ 998,152 Total ​ $ — ​ $ — ​ $ 1,017,402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,2023 ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ — ​ $ 8,250 Convertible promissory note ​ ​ — ​ ​ — ​ ​ 923,945 Total ​ $ — ​ $ — ​ $ 932,195 ​ Warrant Liability The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value determined by the Monte Carlo simulation model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The change in fair value of the private warrant liabilities is summarized as follows: ​ ​ ​ ​ ​ Private warrant liabilities at December 31, 2022 $ 16,500 Change in fair value of private warrant liabilities ​ (8,250) Private warrant liabilities at December 31, 2023 ​ ​ 8,250 ​ ​ ​ ​ Change in fair value of private warrant liabilities ​ ​ 11,000 Private warrant liabilities at March 31, 2024 ​ $ 19,250 ​ The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2024 and 2023. The following table provides quantitative information regarding Level 3 fair value measurements for the private warrant liability as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Exercise price $ 11.50 $ 11.50 ​ Share price ​ $ 10.73 ​ $ 10.59 ​ Volatility ​ ​ 0.60 % ​ 1.10 % Expected life of the options to convert ( in years ​ ​ 1.53 ​ ​ 1.63 ​ Risk-free rate ​ ​ 4.77 % ​ 4.39 % Dividend yield ​ ​ — % ​ — % ​ Convertible Note The following table provides quantitative information regarding Level 3 fair value measurements for the Convertible Note as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 Conversion price ​ $ 10.00 ​ $ 10.00 ​ Share price ​ $ 10.73 ​ $ 10.59 ​ Volatility ​ 0.60 % ​ 1.10 % Expected life of the debt to convert ( in years ​ 0.22 ​ ​ 0.29 ​ Risk-free rate ​ 5.39 % ​ 5.31 % ​

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	Note 8 – Stockholders’ Deficit Preferred Stock Common Stock -

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent Events	Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the date of the condensed balance sheet through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or additional disclosure in the condensed financial statements other than described below. On April 29, 2024, the Company held the Special Meeting, whereby the stockholders approved, among other proposals, to adopt the Business Combination Agreement, dated as of April 29, 2023 and amended on March 12, 2024 and as may be further amended and/or amended and restated. In connection with the Special Meeting, stockholders holding 2,327,197 shares of the Company’s common stock subject to redemption exercised their right to redeem such shares. Such redemptions are expected to be paid in June 2024.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with US 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash Held in Trust Account	Cash Held in Trust Account As of March 31, 2024 and December 31, 2023, all of the funds in the Trust Account were held in cash in an interest-bearing demand deposit account. As of March 31, 2024 and December 31, 2023, the Company had $11,818, and $110,005, respectively, in franchise taxes payable and income taxes payable, net of prepayments, that were eligible for payment out of proceeds from the Trust Account. As discussed in Note 1, on February 13, 2024 and August 10, 2023, the Company had Public Share redemptions in which approximately $5.5 million and $1.2 million, respectively, was withdrawn from the Trust Account and paid to investors. During the three months ended March 31, 2024 and 2023, the Sponsor deposited $133,983 and $299,882, respectively, into the Trust Account pursuant to the First Extension Amendment, Second Extension Amendment, and Third Extension Amendment. As of March 31, 2024 and December 31, 2023, $11,818 and $243,256, respectively, was available to withdraw from the Trust Account for tax payments, which includes reimbursements for tax payments made from the Company’s operating account of $889 and $133,251, respectively.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. In connection with the stockholder vote to approve the First Extension Amendment on December 15, 2022, 17,001,185 shares of the Company’s common stock subject to redemption were redeemed by stockholders for approximately $171.7 million of the funds held in the Company’s Trust Account. After satisfaction of the redemptions exercised on December 21, 2022, approximately $30.3 million in cash remained in the trust account and 2,998,815 shares of the Company’s common stock subject to redemption were outstanding. Warrants previously issued as Units in the initial IPO were segregated and retained by stockholders that redeemed their public shares. In connection with the stockholder vote to approve the Second Extension Amendment on August 10, 2023, 120,637 shares of the Company’s common stock subject to redemption were redeemed by stockholders for approximately $1.2 million of the funds held in the Company’s Trust Account. After satisfaction of the redemptions exercised on August 10, 2023, approximately $30 million in cash remained in the trust account and 2,878,178 shares of Class A common stock subject to redemption were outstanding. Warrants previously issued as Units in the initial IPO were segregated and retained by stockholders that redeemed their public shares. The Company is subject is subject to a non-deductible 1% excise tax on the fair market value of any redemptions of the Company’s common stock made on or after January 1, 2023 under the Inflation Reduction Act of 2022. In connection with the redemptions exercised on August 10, 2023 and February 13, 2024, the Company recognized excises taxes payable of $12,598 and $55,535, respectively, that were recorded against additional paid-in capital as an incremental cost to repurchase the redeemed shares. The common stock subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled as follows: ​ ​ ​ ​ ​ Common stock subject to possible redemption at December 31, 2022 $ 29,866,922 Less: Redemption of shares ​ ​ (1,259,755) Plus: Remeasurement of shares subject to possible redemption ​ 1,984,097 Common stock subject to possible redemption at December 31, 2023 ​ ​ 30,591,264 ​ ​ ​ ​ Less: Redemption of shares ​ ​ (5,553,507) Plus: Remeasurement to shares subject to possible redemption ​ ​ 433,778 Common stock subject to possible redemption at March 31, 2024 ​ $ 25,471,535
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 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 31, 2024, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5).
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Convertible promissory note	Convertible promissory note The Company has elected the fair value option to account for its non-interest bearing promissory note to the Sponsor with a maximum principal value not to exceed $3,250,000 (“Convertible Note”) which is fully described in Note 5. As a result of applying the fair value option, the Convertible Note is recorded at its initial fair value at issuance, and at each balance sheet date thereafter. Subsequent changes in fair value are recorded as change in the fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using Monte-Carlo simulations at each measurement date.
Net loss per common share	Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2024 2023 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (7,582) ​ $ (259,696) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 2,598,781 ​ ​ 2,998,815 Basic and diluted net loss per share, redeemable common stock ​ $ 0.00 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net loss ​ ​ ​ ​ ​ ​ Net loss ​ $ (24,036) ​ $ (748,117) Less: redeemable net loss ​ ​ (7,582) ​ ​ (259,696) Non-redeemable net loss ​ $ (16,454) ​ $ (488,421) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 5,640,000 ​ ​ 5,640,000 Basic and diluted net loss per share, non-redeemable common stock ​ $ 0.00 ​ $ (0.09)
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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. 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. 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 March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2024 and 2023, the Company’s effective tax rate was 120.81% and -6.44% respectively. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 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 a 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 a 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 the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a 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 a Business Combination and in the Company’s ability to complete a Business Combination. In connection with the redemptions of common stock that occurred during August 2023 and February 2024 (see Note 1), $12,598 and $55,535, respectively, was accrued for excise taxes against additional paid-in capital as an incremental cost to repurchase the redeemed shares. As of March 31, 2024 and December 31, 2023, the Company’s excise tax liability was $68,133 and $12,598, respectively.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on modified retrospective basis as of January 1, 2024. The adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023 - 09"). ASU 2023 - 09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements are to be applied on a prospective basis, with the option to be applied retrospectively. The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to this update. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the disclosure requirements related to this update. 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 Company's financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Schedule of common stock subject to possible redemption	​ ​ ​ ​ ​ Common stock subject to possible redemption at December 31, 2022 $ 29,866,922 Less: Redemption of shares ​ ​ (1,259,755) Plus: Remeasurement of shares subject to possible redemption ​ 1,984,097 Common stock subject to possible redemption at December 31, 2023 ​ ​ 30,591,264 ​ ​ ​ ​ Less: Redemption of shares ​ ​ (5,553,507) Plus: Remeasurement to shares subject to possible redemption ​ ​ 433,778 Common stock subject to possible redemption at March 31, 2024 ​ $ 25,471,535
Schedule of net income (loss) per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2024 2023 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (7,582) ​ $ (259,696) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 2,598,781 ​ ​ 2,998,815 Basic and diluted net loss per share, redeemable common stock ​ $ 0.00 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net loss ​ ​ ​ ​ ​ ​ Net loss ​ $ (24,036) ​ $ (748,117) Less: redeemable net loss ​ ​ (7,582) ​ ​ (259,696) Non-redeemable net loss ​ $ (16,454) ​ $ (488,421) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 5,640,000 ​ ​ 5,640,000 Basic and diluted net loss per share, non-redeemable common stock ​ $ 0.00 ​ $ (0.09)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements
Schedule of company's assets that are measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Quoted Prices in Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ — ​ $ 19,250 Convertible promissory note ​ ​ — ​ ​ — ​ ​ 998,152 Total ​ $ — ​ $ — ​ $ 1,017,402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,2023 ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ — ​ $ 8,250 Convertible promissory note ​ ​ — ​ ​ — ​ ​ 923,945 Total ​ $ — ​ $ — ​ $ 932,195
Summary of change in the fair value of the private warrant liabilities	​ ​ ​ ​ ​ Private warrant liabilities at December 31, 2022 $ 16,500 Change in fair value of private warrant liabilities ​ (8,250) Private warrant liabilities at December 31, 2023 ​ ​ 8,250 ​ ​ ​ ​ Change in fair value of private warrant liabilities ​ ​ 11,000 Private warrant liabilities at March 31, 2024 ​ $ 19,250
Schedule of quantitative information regarding level 3 fair value measurements for the private warrant liability	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Exercise price $ 11.50 $ 11.50 ​ Share price ​ $ 10.73 ​ $ 10.59 ​ Volatility ​ ​ 0.60 % ​ 1.10 % Expected life of the options to convert ( in years ​ ​ 1.53 ​ ​ 1.63 ​ Risk-free rate ​ ​ 4.77 % ​ 4.39 % Dividend yield ​ ​ — % ​ — %
Promissory Note - Related Party
Fair Value Measurements
Schedule of quantitative information regarding level 3 fair value measurements for the private warrant liability	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 Conversion price ​ $ 10.00 ​ $ 10.00 ​ Share price ​ $ 10.73 ​ $ 10.59 ​ Volatility ​ 0.60 % ​ 1.10 % Expected life of the debt to convert ( in years ​ 0.22 ​ ​ 0.29 ​ Risk-free rate ​ 5.39 % ​ 5.31 % ​

Organization, Business Operat_2

Organization, Business Operations and Going Concern (Details)												3 Months Ended		12 Months Ended
	Apr. 29, 2024 shares	Mar. 12, 2024 shares	Feb. 13, 2024 USD ($) $ / shares shares	Aug. 25, 2023 USD ($)	Aug. 10, 2023 USD ($) shares	Apr. 29, 2023 USD ($) $ / shares	Dec. 15, 2022 USD ($) $ / shares shares	Feb. 25, 2021 USD ($) $ / shares shares	Feb. 17, 2021 USD ($) $ / shares shares	Oct. 30, 2020 USD ($) $ / shares shares	Sep. 29, 2020 item	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Organization, Business Operations and Going Concern
Condition for future business combination number of businesses minimum | item											1
Extension period each time for the company to consummate initial business combination							1 month
Price per public share considered to deposit into the trust account | $ / shares							$ 0.05
Maximum amount to be deposited into the trust account for each one-month extension							$ 150,000
Aggregate redemption amount			$ 5,500,000		$ 1,200,000		171,700,000
Investments held in trust account					$ 30,000,000		$ 30,300,000					$ 25,459,717		$ 30,834,520
Number of shares common stock, holders exercised their right to redeem shares | shares							17,001,185
Shares issued , price per share | $ / shares								$ 10				$ 10
Underwriting fees												$ 4,000,000
Withdrawal of cash from trust account for tax payments												282,396
Partial liquidations of Trust Account			5,553,507	$ 1,259,755			$ 171,744,610					$ 5,553,507
Condition for future business combination use of proceeds percentage												100
Operating bank account												$ 4,281
Working capital deficit, excluding tax accruals												3,804,210
Due to related party												377,857		347,857
Payments for Deposits in Trust Account												133,983	$ 299,882
Cash available in Trust Account for withdrawal for tax payment												11,818		110,005
Sponsor
Organization, Business Operations and Going Concern
Shares issued price										$ 25,000
Shares issued | shares										4,312,500
Share price | $ / shares										$ 0.0058
Withdrawal of cash from trust account for tax payments												282,396	0
Withdraw additional reimbursement of operating funds to pay taxes												889		133,251
Payments for Deposits in Trust Account												133,983	$ 299,882
Cash available in Trust Account for withdrawal for tax payment												$ 11,818		$ 243,256
Common stock subject to redemption
Organization, Business Operations and Going Concern
Number of shares redeemed | shares					120,637		17,001,185,000
Value of shares redeemed					$ 1,200,000		$ 171,700,000
Common stock subject to redemption | Subsequent Event
Organization, Business Operations and Going Concern
Number of shares redeemed | shares	2,327,197
Business Combination Agreement | Above Food, TopCo and Merger Sub | Common stock | Subsequent Event
Organization, Business Operations and Going Concern
Number of shares common stock, holders exercised their right to redeem shares | shares	2,327,197
Business Combination Agreement | TopCo | Above Food Corp.
Organization, Business Operations and Going Concern
Shares issued price						$ 206,000,000
Exercise price | $ / shares						$ 10
Amendment to Business Combination Agreement | TopCo | Above Food, TopCo and Merger Sub | Sponsor
Organization, Business Operations and Going Concern
Shares issued | shares		1,100,000
Third Extension Amendment
Organization, Business Operations and Going Concern
Aggregate redemption amount			5,550,000
Investments held in trust account			$ 25,250,000
Number of shares common stock, holders exercised their right to redeem shares | shares			518,880
Redemption price per share | $ / shares			$ 10.70
IPO
Organization, Business Operations and Going Concern
Number of units sold | shares									17,500,000
Shares issued , price per share | $ / shares									$ 10
Gross proceeds from sale of units									$ 175,000,000
Share price | $ / shares									$ 10
IPO | Private Placement Warrants
Organization, Business Operations and Going Concern
Gross proceeds from sale of units									$ 5,000,000
IPO | Public Warrants
Organization, Business Operations and Going Concern
Exercise price | $ / shares												$ 11.50
Private Placement | Private Placement Warrants
Organization, Business Operations and Going Concern
Number of units sold | shares									500,000
Share price | $ / shares									$ 10
Over-allotment option
Organization, Business Operations and Going Concern
Number of units sold | shares								2,500,000				2,625,000
Gross proceeds from sale of units								$ 25,000,000
Underwriting fees								500,000
Proceeds received from initial public offering, gross								25,000,000
Sale of unit price at exercised								$ 200,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)					3 Months Ended		12 Months Ended
	Feb. 13, 2024	Aug. 25, 2023	Aug. 10, 2023	Dec. 15, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Significant Accounting Policies
Cash available in Trust Account for withdrawal for tax payment					$ 11,818		$ 110,005
Aggregate redemption amount	$ 5,500,000		$ 1,200,000	$ 171,700,000
Withdrawals due to the partial liquidation	5,553,507	$ 1,259,755		171,744,610	5,553,507
Investments held in trust account			30,000,000	$ 30,300,000	25,459,717		$ 30,834,520
Deposits into trust account pursuant to extension amendment					$ 133,983	$ 299,882
Temporary Equity, Shares Outstanding					2,359,298		2,878,178
Excise tax liability	55,535		12,598		$ 68,133		$ 12,598
Underwriting fees					4,000,000
Transaction Costs					4,611,738
Other offering costs					$ 611,738
Representative shares					90,000
Maximum borrowing capacity of related party promissory note					$ 3,250,000
Number of warrants issued					275,000
Anti-dilutive securities attributable to warrants (in shares)					10,275,000
Unrecognized tax benefits					$ 0	0
Unrecognized tax benefits accrued for interest and penalties					$ 0	$ 0
Excise tax liability recorded against additional paid in capital	$ 55,535		$ 12,598
Effective Income Tax Rate Reconciliation, Percent					120.81%	(6.44%)
Sponsor
Significant Accounting Policies
Cash available in Trust Account for withdrawal for tax payment					$ 11,818		243,256
Deposits into trust account pursuant to extension amendment					133,983	$ 299,882
Withdraw additional reimbursement of operating funds to pay taxes					$ 889		$ 133,251
Common stock subject to possible redemption
Significant Accounting Policies
Number of shares redeemed			120,637	17,001,185,000
Value of shares redeemed			$ 1,200,000	$ 171,700,000
Temporary Equity, Shares Outstanding			2,878,178	2,998,815

Significant Accounting Polici_5

Significant Accounting Policies - Common stock subject to possible redemption (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Significant Accounting Policies
Common stock subject to possible redemption, at beginning balance	$ 30,591,264
Common stock subject to possible redemption, at end balance	25,471,535	$ 30,591,264
Common stock subject to possible redemption
Significant Accounting Policies
Common stock subject to possible redemption, at beginning balance	30,591,264	29,866,922
Less: Redemption of shares	(5,553,507)	1,259,755
Plus: Remeasurement to shares subject to possible redemption	433,778	1,984,097
Common stock subject to possible redemption, at end balance	$ 25,471,535	$ 30,591,264

Significant Accounting Polici_6

Significant Accounting Policies - Net loss per common share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator: Net loss allocable to common stock subject to possible redemption
Net loss	$ (24,036)	$ (748,117)
Denominator: Weighted average redeemable common stock
Basic weighted average shares outstanding	5,640,000	5,640,000
Diluted weighted average shares outstanding	5,640,000	5,640,000
Basic net (loss) income per common stock	$ 0	$ (0.09)
Diluted net (loss) income per common stock	$ 0	$ (0.09)
Common stock subject to possible redemption
Numerator: Net loss allocable to common stock subject to possible redemption
Numerator: Net loss allocable to common stock subject to possible redemption	$ (7,582)	$ (259,696)
Denominator: Weighted average redeemable common stock
Basic weighted average shares outstanding	2,598,781	2,998,815
Diluted weighted average shares outstanding	2,598,781	2,998,815
Basic net (loss) income per common stock	$ 0	$ (0.09)
Diluted net (loss) income per common stock	$ 0	$ (0.09)
Common stock not subject to possible redemption
Numerator: Net loss allocable to common stock subject to possible redemption
Net loss	$ (24,036)	$ (748,117)
Less: redeemable net income (loss)	(7,582)	(259,696)
Net (loss) income attributable to non-redeemable common stock	$ (16,454)	$ (488,421)
Denominator: Weighted average redeemable common stock
Basic weighted average shares outstanding	5,640,000	5,640,000
Basic net (loss) income per common stock	$ 0	$ (0.09)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			3 Months Ended
	Feb. 25, 2021	Feb. 17, 2021	Mar. 31, 2024
Initial Public Offering
Shares issued , price per share	$ 10		$ 10
Underwriting fees			$ 4,000,000
Public Warrants
Initial Public Offering
Number of shares issuable per warrant			1
Redemption period			30 days
Public warrants expiration term			5 years
Initial Public Offering
Initial Public Offering
Number of units sold		17,500,000
Shares issued , price per share		$ 10
Initial Public Offering | Public Warrants
Initial Public Offering
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants			$ 11.50
Redemption period			30 days
Public warrants expiration term			5 years
Over-allotment option
Initial Public Offering
Number of units sold	2,500,000		2,625,000
Proceeds received from initial public offering, gross	$ 25,000,000
Underwriting fees	$ 500,000

Initial Public Offering - Warra

Initial Public Offering - Warrants (Details)	3 Months Ended
	Mar. 31, 2024 D $ / shares shares
Initial Public Offering
Issue price per share	$ 9.20
Private Placement Warrants
Initial Public Offering
Number of warrants to purchase shares issued | shares	500,000
Public Warrants
Initial Public Offering
Number of warrants to purchase shares issued | shares	10,000,000
Number of shares issuable per warrant | shares	1
Price of warrants	$ 11.50
Issue price per share	$ 9.20
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant	60%
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Redemption period	30 days
Public warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Number of trading days on which fair market value of shares is reported | D	10
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Initial Public Offering
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Stock price trigger for redemption of public warrants	$ 18
Trading days for redemption of public warrants | D	20
Consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3

Private Placement (Details)

Private Placement (Details) - USD ($)		3 Months Ended
	Feb. 25, 2021	Mar. 31, 2024
Private Placement Warrants
Private Placement
Number of warrants to purchase shares issued		500,000
Number of warrants outstanding		275,000
Sponsor | Early Birds Capital | Private Placement Warrants
Private Placement
Number of warrants to purchase shares issued	50,000
Price of warrants	$ 10
Private Placement | Private Placement Warrants
Private Placement
Price of warrants		$ 10
Proceeds from private placement		$ 5,000,000
Number of shares in a unit		1
Number of warrants in a unit		0.5
Private Placement | Early Birds Capital
Private Placement
Number of warrants to purchase shares issued		30,000
Private Placement | Sponsor
Private Placement
Number of warrants to purchase shares issued		470,000
Private Placement | Sponsor | Early Birds Capital | Private Placement Warrants
Private Placement
Proceeds from private placement	$ 500,000

Related Party Transactions - Fo

Related Party Transactions - Founder shares (Details)				3 Months Ended
	Feb. 25, 2021 shares	Feb. 11, 2021 shares	Oct. 30, 2020 USD ($) $ / shares shares	Mar. 31, 2024 D $ / shares
Related Party Transactions
Share dividend		718,750
Aggregate number of shares owned		5,031,250
Sponsor
Related Party Transactions
Shares issued			4,312,500
Shares issued price | $			$ 25,000
Share price | $ / shares			$ 0.0058
Founder Shares | Sponsor
Related Party Transactions
Shares subject to forfeiture	656,250	656,250
Number of shares forfeited	31,250
Shares no longer subject to forfeiture	625,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)		3 Months Ended
	Feb. 16, 2021	Mar. 31, 2024	Mar. 31, 2023	Jan. 21, 2024	Dec. 31, 2023	Oct. 04, 2023	Mar. 23, 2023	Jun. 21, 2022	Feb. 20, 2022
Related Party Transactions
Outstanding balance of related party note		$ 3,071,082
Maximum borrowing capacity of related party promissory note		3,250,000
Amount due to related party		$ 377,857			$ 347,857
Promissory Note - Related Party
Related Party Transactions
Price of warrant		$ 10
Borrowing capacity of related party promissory note									$ 350,000
Maximum borrowing capacity of related party promissory note		$ 3,250,000		$ 2,750,000		$ 2,750,000	$ 2,000,000	$ 700,000
Amount of principal elected to convert		1,500,000
Related Party Loans
Related Party Transactions
Loan conversion agreement warrant		$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transactions
Price of warrant		$ 10
Administrative Service Fee
Related Party Transactions
Expenses per month	$ 10,000
Expenses incurred		$ 30,000	$ 30,000
Administrative Service Fee | Related party
Related Party Transactions
Amount due to related party		$ 377,857			$ 347,857

Commitments and Contingencies (

Commitments and Contingencies (Details)			3 Months Ended
	Feb. 25, 2021 USD ($) shares	Feb. 17, 2021 USD ($) shares	Mar. 31, 2024 USD ($) item shares
Commitments and Contingencies
Maximum number of demands for registration of securities | item			2
Underwriting option period			45 days
Early Bird Capital | Representative Shares
Commitments and Contingencies
Shares issued | shares		90,000
Fair value of stock | $		$ 859,500
Number of forfeiture of shares upon consummation of business combination | shares			20,000
Business Combination Marketing Agreement | Early Bird Capital
Commitments and Contingencies
Service fee (in percent)			3.50%
Over-allotment option
Commitments and Contingencies
Number of units sold | shares	2,500,000		2,625,000
Underwriting cash discount (in percent)			2%
Underwriter cash discount | $	$ 500,000		$ 3,500,000
Proceeds from initial shareholder | $	$ 25,000,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Liabilities:
Warrant liabilities	$ 19,250	$ 8,250
Level 3
Liabilities:
Total	1,017,402	932,195
Level 3 | Recurring
Liabilities:
Warrant liabilities	19,250	8,250
Convertible promissory note	$ 998,152	$ 923,945

Fair Value Measurements - Chang

Fair Value Measurements - Change in fair value of the private warrant liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Fair value assets level 1 to level 3 transfers	$ 0	$ 0
Fair value assets level 2 to level 1 transfers	0	0
Fair value assets transferred into (out of) level 3	0	0
Level 3
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Private warrant liabilities, at the beginning	8,250	$ 16,500	$ 16,500
Change in fair value of private warrant liabilities	11,000		(8,250)
Private warrant liabilities at the end	$ 19,250		$ 8,250

Fair Value Measurements - Level

Fair Value Measurements - Level 3 fair value measurements inputs (Details)	Mar. 31, 2024 $ / shares Y	Dec. 31, 2023 Y $ / shares
Fair Value Measurements
Convertible promissory note, measurement input	10	10
Exercise price | Level 3
Fair Value Measurements
Derivative liability, measurement input	11.50	11.50
Share price
Fair Value Measurements
Convertible promissory note, measurement input	10.73	10.59
Share price | Level 3
Fair Value Measurements
Derivative liability, measurement input	10.73	10.59
Volatility
Fair Value Measurements
Convertible promissory note, measurement input	0.0060	0.0110
Volatility | Level 3
Fair Value Measurements
Derivative liability, measurement input	0.0060	0.0110
Expected life of the options to convert (in years)
Fair Value Measurements
Convertible promissory note, measurement input | Y	0.22	0.29
Expected life of the options to convert (in years) | Level 3
Fair Value Measurements
Derivative liability, measurement input | Y	1.53	1.63
Risk-free rate
Fair Value Measurements
Convertible promissory note, measurement input	0.0539	0.0531
Risk-free rate | Level 3
Fair Value Measurements
Derivative liability, measurement input	0.0477	0.0439

Stockholders' Equity (Deficit)-

Stockholders' Equity (Deficit)- Preferred stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Stockholders' Equity (Deficit)
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Common stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	5,640,000	5,640,000
Common shares, shares outstanding (in shares)	5,640,000	5,640,000
Common stock subject to possible redemption, outstanding (in shares)	2,359,298	2,878,178

Subsequent Events (Details)

Subsequent Events (Details) - Common stock subject to redemption - shares	Apr. 29, 2024	Aug. 10, 2023	Dec. 15, 2022
Subsequent Events
Number of shares redeemed		120,637	17,001,185,000
Subsequent Event
Subsequent Events
Number of shares redeemed	2,327,197