New Providence Acquisition Corp. II (NPAB) 10-Q 21 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 21, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	NEW PROVIDENCE ACQUISITION CORP. II
Entity Central Index Key	0001837929
Entity File Number	001-41023
Entity Tax Identification Number	86-1433401
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Nov. 16, 2020
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	10900 Research Blvd
Entity Address, Address Line Two	Suite 160C
Entity Address, Address Line Three	PMB 1081
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78759
Entity Phone Fax Numbers [Line Items]
City Area Code	(561)
Local Phone Number	231-7070
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable Warrant
Trading Symbol	NPABU
Security Exchange Name	NASDAQ
Class A Common Stock included as part of the Units
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock included as part of the Units
Trading Symbol	NPAB
Security Exchange Name	NASDAQ
Warrants included as part of the Units, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Warrants included as part of the Units, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	NPABW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,682,524
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,250,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 55,287	$ 56,867
Prepaid expenses	80,492	13,080
Total Current Assets	135,779	69,947
Marketable securities held in Trust Account	57,411,866	56,981,202
TOTAL ASSETS	57,547,645	57,051,149
Current liabilities
Accounts payable and accrued expenses	1,305,779	1,295,810
Income taxes payable	196,901	209,997
Excise taxes payable	2,054,788	2,054,788
Total Current Liabilities	4,147,468	3,850,595
Deferred underwriting payable	8,750,000	8,750,000
Total Liabilities	12,897,468	12,600,595
Commitments and Contingencies (Note 6)
Class A Common Stock subject to possible redemption, $0.0001 par value; 5,267,875 shares issued and outstanding at $10.85 and $10.75 per share redemption value at March 31, 2024 and December 31, 2023, respectively	57,164,965	56,621,690
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(12,515,413)	(12,171,761)
Total Stockholders’ Deficit	(12,514,788)	(12,171,136)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	57,547,645	57,051,149
Related Party
Current liabilities
Promissory Notes - related party	590,000	290,000
Class A Common Stock
Stockholders’ Deficit
Common stock value	300	300
Class B Common Stock
Stockholders’ Deficit
Common stock value	$ 325	$ 325

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares issued	5,267,875	5,267,875
Common stock subject to possible redemption, shares outstanding	5,267,875	5,267,875
Common stock subject to possible redemption, per share redemption value (in Dollars per share)	$ 10.85	$ 10.75
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	3,000,000	3,000,000
Common stock, shares outstanding	3,000,000	3,000,000
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,250,000	3,250,000
Common stock, shares outstanding	3,250,000	3,250,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating costs	$ 399,255	$ 325,866
Loss from operations	(399,255)	(325,866)
Other income:
Interest earned on marketable securities held in Trust Account	744,782	2,719,339
Unrealized gain on marketable securities held in Trust Account		98,701
Other income	744,782	2,818,040
Income before provision for income taxes	345,527	2,492,174
Provision for income taxes	(145,904)	(581,288)
Net income	$ 199,623	$ 1,910,886
Redeemable Class A common stock
Other income:
Weighted average shares outstanding (in Shares)	5,267,875	25,000,000
Basic net income (loss) per share (in Dollars per share)	$ 0.02	$ 0.06
Non-Redeemable Class A common stock
Other income:
Weighted average shares outstanding (in Shares)	3,000,000
Basic net income (loss) per share (in Dollars per share)	$ 0.02
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	3,250,000	6,250,000
Basic net income (loss) per share (in Dollars per share)	$ 0.02	$ 0.06

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Redeemable Class A common stock
Diluted net income (loss) per share	$ 0.02	$ 0.06
Non-Redeemable Class A common stock
Diluted net income (loss) per share	0.02
Class B Common Stock
Diluted net income (loss) per share	$ 0.02	$ 0.06

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 625		$ (8,951,464)	$ (8,950,839)
Balance (in Shares) at Dec. 31, 2022		6,250,000
Remeasurement of Class A Common Stock to Redemption Value				(2,186,752)	(2,186,752)
Net income				1,910,886	1,910,886
Balance at Mar. 31, 2023		$ 625		(9,227,330)	(9,226,705)
Balance (in Shares) at Mar. 31, 2023		6,250,000
Balance at Dec. 31, 2023	$ 300	$ 325		(12,171,761)	(12,171,136)
Balance (in Shares) at Dec. 31, 2023	3,000,000	3,250,000
Remeasurement of Class A Common Stock to Redemption Value				(543,275)	(543,275)
Net income				199,623	199,623
Balance at Mar. 31, 2024	$ 300	$ 325		$ (12,515,413)	$ (12,514,788)
Balance (in Shares) at Mar. 31, 2024	3,000,000	3,250,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net income	$ 199,623	$ 1,910,886
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(744,782)	(2,719,339)
Unrealized gain on marketable securities held in Trust Account		(98,701)
Deferred tax provision		24,980
Changes in operating assets and liabilities:
Prepaid expenses	(67,412)	43,243
Prepaid income taxes		125,826
Accounts payable and accrued expenses	9,969	(140,491)
Income taxes payable	(13,096)	430,482
Net cash used in operating activities	(615,698)	(423,114)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	314,118	259,950
Net cash provided by financing activities	314,118	259,950
Cash Flows from Financing Activities:
Proceeds from Promissory Notes - related party	300,000
Net cash provided by financing activities	300,000
Net Change in Cash	(1,580)	(163,164)
Cash – Beginning of period	56,867	339,663
Cash – End of period	55,287	176,499
Supplementary cash flow information:
Cash paid for franchise and income taxes	159,000
Non-Cash investing and financing activities:
Remeasurement of Class A Common Stock subject to redemption	$ 543,275	$ 2,186,752

Description of Organization, Bu

Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties	3 Months Ended
	Mar. 31, 2024
Description Of Organization, Business Operations, And Liquidity And Management’s Plan [Abstract]
. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES New Providence Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 16, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through March 31, 2024 relates to the Company’s formation, the initial public offering that was consummated by the Company on November 9, 2021 (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the Trust Account (as described below). The Registration Statements on Form S-1 for the Initial Public Offering, initially filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2021, as amended (File Nos. 333-253337 and 333-260794) were declared effective on November 4, 2021 (the “IPO Registration Statement”). On November 9, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the (i) shares of the Class A Common Stock (as defined below) included in the Units offered, the “Public Shares” and (ii) redeemable warrants included in the Units offered, the “Public Warrants”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to New Providence Acquisition II LLC (the “Sponsor”), generating gross proceeds of $12,000,000 (the “Private Placement”) (see Note 4). Transaction costs amounted to $14,566,172, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $816,172 of other offering costs. Following the closing of the Initial Public Offering on November 9, 2021, an amount of $255,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account (the “Trust Account”), which was initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.85 per Public Share as of March 31, 2024, 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (as amended and currently in effect, the “Amended and Restated Charter”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Upon approval by the Company’s stockholders of the Redemption Limitation Amendment Proposal (as defined below) at the First Extension Meeting (as defined below), the net tangible asset limitation was removed from the Amended and Restated Charter. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Charter (i) to modify the substance or timing of the ability of the Public Stockholders to seek redemption in connection with the initial Business Combination or the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 36 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company previously had 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). In connection with the First Extension Meeting (as defined below), the Combination Period was extended until 30 months from the closing of the Initial Public Offering, or May 5, 2024. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter of the Initial Public Offering has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per Unit amount held in the Trust Account ($10.85 per Public Share as of March 31, 2024). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (2) 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 $10.20 per Public Share due to reductions in the value of the Trust Account 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Extension of the Combination Period On May 5, 2023, the Company held a special meeting in lieu of an annual meeting of stockholders (the “First Extension Meeting”), to, among other things, amend the Amended and Restated Charter to (i) extend the date by which the Company has to consummate a Business Combination from May 9, 2023 to May 9, 2024 (the “First Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the First Extension Meeting and on May 5, 2023, the Company filed the required amendments to the Amended and Restated Charter with the Secretary of State of Delaware. In connection with the vote to approve the First Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Public Stockholders elected to redeem an aggregate of 19,732,125 Public Shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $205,478,750 (the “2023 Redemptions”). Founder Share Conversion On May 5, 2023, the Company issued an aggregate of 3,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) to the Sponsor upon the conversion of an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) held by the Sponsor as Founder Shares (the “Founder Share Conversion”). The 3,000,000 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion (see Note 5). As a result of the Founder Share Conversion and the 2023 Redemptions, the (i) Sponsor held approximately 53.8.% of the issued and outstanding shares of Class A Common Stock and (ii) the Company had an aggregate of (x) 8,267,875 shares of Class A Common Stock and (y) 3,250,000 shares of Class B Common Stock issued and outstanding at March 31, 2024. Share Transfer Agreements In connection with the First Extension Meeting, the Company and the Sponsor, entered into share transfer agreements with several holders of Class A Common Stock, pursuant to which such holders agreed not to redeem an aggregate of 5,000,000 shares of Class A Common stock (the “Non-Redeemed Stock”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Stock, the Sponsor agreed to forfeit and surrender to the Company for no consideration an aggregate of 1,500,000 shares of Class A Common Stock and Class B Common Stock held by the Sponsor, at the closing of the initial Business Combination, and the Company agreed to issue an aggregate of 1,500,000 shares of Class A Common Stock to such holders at such time. Liquidity and Going Concern As of March 31, 2024, the Company had $55,287 in its operating bank accounts, $57,411,866 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and a working capital deficit of $4,011,689. Approximately $3,700,000 of interest income earned on funds held in the Trust Account was available to pay for current tax liabilities. Until the consummation of a Business Combination, the Company will continue to use the funds not held in the Trust Account for identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company expects to need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 9, 2024 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the accompanying unaudited condensed financial statement were issued. The accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties 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”). 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. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such 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. On May 5, 2023, in the 2023 Redemptions, Public Stockholders elected to redeem 19,732,125 Public Shares for a total of $205,478,750. As such the Company has recorded a 1% Excise Tax liability in the amount of $2,054,788 on the accompanying condensed balance sheets as of March 31, 2024. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This Excise Tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. The Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF 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 promulgated under the Exchange Act. Certain information or footnote disclosures normally included in the accompanying unaudited condensed 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/A for the period ended December 31, 2023, as filed with the SEC on April 9, 2024. The interim results for the periods ended March 31, 2024 are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standards at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023. Marketable Securities Held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Common Stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock are classified as stockholder’s equity. The Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2024 and December 31, 2023, Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024, the Common Stock reflected in the balance sheets are reconciled in the following table: Common Stock subject to possible redemption, December 31, 2023 $ 56,621,690 Plus: Remeasurement of carrying value to redemption value 543,275 Common Stock subject to possible redemption, March 31, 2024 $ 57,164,965 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the equity Warrants and Class A Common Stock issued were initially charged to temporary equity and then accreted to Common Stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,566,172, of which $14,202,018 were allocated to Class A Common Stock and $364,154 were allocated to equity Warrants. Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit 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. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. Our effective tax rate was 42.23% and 23.30% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, primarily due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s condensed 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since its inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 is 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, “[i]f 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 effect 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. Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A Common Stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 16,333,333 Class A Common Stock in the aggregate. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into Common Stock and then share in the income of the Company. As a result, diluted net income per common stock is the same as basic net income per Common Stock for the periods presented. The following table reflects the calculation of basic and diluted net income per Common Stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net income per Common Stock Numerator: Allocation of net income $ 91,301 $ 51,994 $ 56,328 $ 1,528,709 $ 382,177 Denominator: Basic and diluted weighted average Common Stock outstanding 5,267,875 3,000,000 3,250,000 25,000,000 6,250,000 Basic and diluted net income per share of Common Stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8). Warrant Liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement the Company entered into with Continental Stock Transfer & Trust Company (“Continental”) on November 4, 2021 (the “Warrant Agreement”), Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements In June 2016, the FASB issued ASU Topic 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) . In December 2023, the FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the accompanying unaudited condensed financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 8,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $12,000,000, in the Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B Common Stock (the “Founder Shares”). In February 2021, the Sponsor transferred 10,000 Founder Shares to certain of the Company’s directors, Rick Mazer, Dan Ginsberg, Tim Gannon, Terry Wilson and Greg Stevens. On November 4, 2021, the Company effected a stock capitalization resulting in its initial stockholders holding 6,468,750 shares of its Class B Common Stock. Following the underwriter’s election to partially exercise its over-allotment option at the Initial Public Offering and forfeiture by the underwriters of the remaining outstanding option, 218,750 Founder Shares were forfeited. The sale of the Founder Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has hired a valuation firm who used the lattice model to assess the fair value associated with the Founder Shares granted. The fair value of the 50,000 Founder Shares granted to the Company’s directors was $487,000 or $9.74 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2024, the Company determined the performance conditions are not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. On May 5, 2023, in connection with the First Extension Meeting, the Company issued an aggregate of 3,000,000 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor as Founder Shares (see Note 5). The 3,000,000 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion as described above. Administrative Support Agreement The Company entered into an agreement, commencing on November 4, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $20,000 per month for, among other things, the provision of the services of one or more investment professionals, who may be related parties of the Sponsor or of one of the Company’s executive officers. For the three months ended March 31, 2024, the Company incurred $60,000 in fees for these services, of which $60,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. For the three months ended March 31, 2023, the Company incurred $60,000 in fees for these services, of which $40,000 was included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds 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 released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Any warrants issued upon conversion of the Working Capital Loans would be identical to the Private Placement Warrants. At March 31, 2024 and December 31, 2023, the Company had no Working Capital Loans. Promissory Note — Related Party On September 15, 2023, the Company issued an unsecured promissory note in the principal amount of $300,000 to the Sponsor (the “First Promissory Note”). The First Promissory Note bears no interest and has been amended and restated to be payable in full upon the earlier of (i) the date of the consummation of the initial Business Combination, and (ii) the date of the Company’s liquidation On March 7, 2024, the Company issued a non-interest bearing promissory note to the Sponsor to borrow up to $400,000 (the “Second Promissory Note”, and together the “Promissory Notes”). The Second Promissory Note has been amended and restated to be payable in full upon the earlier of (i) the date of the consummation of the initial Business Combination, and (ii) the date of the Company’s liquidation (see Note 9) As of March 31, 2024 and December 31, 2023, respectively, there was an aggregate of $590,000 and $290,000 outstanding under the Promissory Notes.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement entered into on November 4, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A Common Stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Such registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Services Arrangements The Company has arrangements with third party consultants to provide services to the Company relating to identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analyses and investor relations. These arrangements provide for aggregate monthly fees of approximately $10,000. For the three months ended March 31, 2024, the Company did not incur any fees for these services. For the three months ended March 31, 2023, the Company incurred and paid $30,365.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company filed an Amended and Restated Charter prior to the closing date of the Initial Public Offering such that the Company is authorized to issue up to 1,000,000 shares of preferred stock at a $0.0001 par value. At March 31, 2024 and December 31, 2023, there were no Class A Common Stock The Company is authorized to issue up to 400,000,000 shares of Class A Common Stock. Holders of the Class A Common Stock are entitled to one vote for each share. At March 31, 2024 and December 31, 2023, 3,000,000 shares of Class A Common Stock were issued and outstanding (excluding 5,267,875 shares of Class A Common Stock subject to possible redemption were issued or outstanding). Class B Common Stock The Company is authorized to issue up to 10,000,000 shares of Class B Common Stock. Holders of the Class B Common Stock are entitled to one vote for each share. At March 31, 2024 and December 31, 2023, there were 3,250,000 shares of Class B Common Stock issued and outstanding. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock (a) at any time and from time to time at the option of the holder thereof and (b) automatically upon the closing of the Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% (taking into account any shares of Class A Common Stock held by the Sponsor in connection with its prior conversion) of the sum of the total number of all shares of Common Stock outstanding upon completion of the Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). On May 5, 2023, the Company issued an aggregate of 3,000,000 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of the Class B Common Stock held by the Sponsor as Founder Shares. The 3,000,000 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion. As a result of the Founder Share Conversion and the 2023 Redemptions, the (i) Sponsor held approximately 53.8.% of the issued and outstanding shares of Class A Common Stock and (ii) the Company had an aggregate of (x) 8,267,875 shares of Class A Common Stock and (y) 3,250,000 shares of Class B Common Stock issued and outstanding at March 31, 2024. Warrants At March 31, 2024 and December 31, 2023, there were 8,333,333 Public Warrants issued and outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a Warrant unless the share of Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, and thereafter will use commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the Warrants expire or are redeemed, as specified in the Warrant Agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when it will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption by surrendering such Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” by (y) the fair market value; provided, however, that no cashless exercise shall be permitted unless the fair market value is equal to or higher than the exercise price. The “fair market value” shall mean the average reported last sale price of the Class A Common Stock for the ten (10) trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Redemption of Warrants Once the Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant, which we refer to as the “30-day redemption period”; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and as adjusted as described in the IPO Registration Statement), for any 20 trading days within a 30 trading day period commencing at any time after the Warrants become exercisable and ending on the third trading day prior to the date on which the notice of redemption is sent to warrant holders If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Class A Common Stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (a) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Board of Directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders (as defined in the IPO Registration Statement) or their affiliates, without taking into account any of the Founder Shares, issued prior to the Initial Public Offering and held by the Company’s initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) 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 such initial Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value and (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value and (ii) the Newly Issued Price. For the purposes of this adjustment, the “Market Value” shall mean the volume weighted average trading price of the Class A Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the initial Business Combination. The “Redemption Trigger Price” shall mean $18.00 per share, subject to adjustment in accordance with the Warrant Agreement. As of March 31, 2024 and December 31, 2023, there are 8,000,000 Private Placement Warrants issued and outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common Stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 57,411,866 $ 56,981,202

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below or within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. To mitigate the risk of being viewed as operating an unregistered investment company, on April 12, 2024, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination On May 9, 2024, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Second Extension Meeting”), to amend the Amended and Restated Charter extend the date by which the Company has to consummate a Business Combination from May 9, 2024 on a monthly basis, up to six (6) times, until November 9, 2024, or such earlier date as may be determined by the Board (the “Second Extension Amendment Proposal”). The stockholders of the Company approved the Second Extension Amendment Proposal at the Second Extension Meeting and on May 9, 2024, the Company filed the required amendment to the Amended and Restated Charter with the Secretary of State of Delaware. In connection with the vote to approve the Second Extension Amendment Proposal, Public Stockholders elected to redeem an aggregate of 4,585,351 Public Shares for cash at a redemption price of approximately $10.89 per share, for an aggregate redemption amount of approximately $49.95 million. Following the 2024 Redemptions, the Company will have 682,524 Public Shares outstanding. On May 20, 2024, the Company amended and restated the Promissory Notes to the Sponsor to make the upon the earlier of (i) the date of the consummation of the initial Business Combination, and (ii) the date of the Company’s liquidation. The rest of the terms of the Promissory Notes remain the same, including that the Promissory Notes bear no interest. Since March 31, 2024, the Company did not borrow any additional amounts under the Promissory Notes $110,000 remains available to borrow under the Promissory Notes, as amended and restated.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 199,623	$ 1,910,886

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
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 promulgated under the Exchange Act. Certain information or footnote disclosures normally included in the accompanying unaudited condensed 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/A for the period ended December 31, 2023, as filed with the SEC on April 9, 2024. The interim results for the periods ended March 31, 2024 are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standards at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Common Stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock are classified as stockholder’s equity. The Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2024 and December 31, 2023, Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024, the Common Stock reflected in the balance sheets are reconciled in the following table: Common Stock subject to possible redemption, December 31, 2023 $ 56,621,690 Plus: Remeasurement of carrying value to redemption value 543,275 Common Stock subject to possible redemption, March 31, 2024 $ 57,164,965
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the equity Warrants and Class A Common Stock issued were initially charged to temporary equity and then accreted to Common Stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,566,172, of which $14,202,018 were allocated to Class A Common Stock and $364,154 were allocated to equity Warrants.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit 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. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. Our effective tax rate was 42.23% and 23.30% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, primarily due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s condensed 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since its inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 is 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, “[i]f 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 effect 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.
Net Income per Common Stock	Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A Common Stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 16,333,333 Class A Common Stock in the aggregate. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into Common Stock and then share in the income of the Company. As a result, diluted net income per common stock is the same as basic net income per Common Stock for the periods presented. The following table reflects the calculation of basic and diluted net income per Common Stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net income per Common Stock Numerator: Allocation of net income $ 91,301 $ 51,994 $ 56,328 $ 1,528,709 $ 382,177 Denominator: Basic and diluted weighted average Common Stock outstanding 5,267,875 3,000,000 3,250,000 25,000,000 6,250,000 Basic and diluted net income per share of Common Stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8).
Warrant Liabilities	Warrant Liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement the Company entered into with Continental Stock Transfer & Trust Company (“Continental”) on November 4, 2021 (the “Warrant Agreement”), Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU Topic 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) . In December 2023, the FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the accompanying unaudited condensed financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled	At March 31, 2024, the Common Stock reflected in the balance sheets are reconciled in the following table: Common Stock subject to possible redemption, December 31, 2023 $ 56,621,690 Plus: Remeasurement of carrying value to redemption value 543,275 Common Stock subject to possible redemption, March 31, 2024 $ 57,164,965
Schedule of Basic and Diluted Net Income Per Common Stock	The following table reflects the calculation of basic and diluted net income per Common Stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net income per Common Stock Numerator: Allocation of net income $ 91,301 $ 51,994 $ 56,328 $ 1,528,709 $ 382,177 Denominator: Basic and diluted weighted average Common Stock outstanding 5,267,875 3,000,000 3,250,000 25,000,000 6,250,000 Basic and diluted net income per share of Common Stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 57,411,866 $ 56,981,202

Description of Organization, _2

Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details)				3 Months Ended	12 Months Ended
	Aug. 16, 2023	May 05, 2023 USD ($) shares	Nov. 09, 2021 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jan. 19, 2021 USD ($)
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Entity Incorporation, Date of Incorporation				Nov. 16, 2020
Condition for future number of business combination minimum				1
Sale of warrants (in Shares)				16,333,333
Transaction costs amount | $				$ 14,566,172
Underwriting fees | $				5,000,000
Deferred offering costs | $				8,750,000
Other offering costs | $				$ 816,172
Price per share (in Dollars per share) | $ / shares				$ 10.41
Percentage of outstanding voting securities				80%
Net tangible assets | $				$ 5,000,001
Aggregate public shares percentage				15%
Redeem public shares percentage				100%
Interest to pay dissolution expenses | $				$ 100,000
Minimum net tangible assets | $		$ 5,000,001
Shares redeemed (in Shares)		19,732,125		19,732,125
Aggregate redemption amount | $				$ 205,478,750
Operating bank accounts | $				55,287	$ 56,867
Marketable securities held in trust account | $				57,411,866
Working capital | $				$ 4,011,689
Interest income earned | $					$ 3,700,000
Exercise tax	1%
Percentage of excise tax liability				1%
Excise taxes payable | $				$ 2,054,788
Sponsor [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Deferred offering costs | $						$ 25,000
Price per share (in Dollars per share) | $ / shares				$ 10.85
Converted shares (in Shares)		3,000,000
IR Act [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Exercise tax	1%
Business Combination [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Percentage of outstanding voting securities				50%
Common Class A [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Converted shares (in Shares)		3,000,000
Common stock, par value (in Dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued (in Shares)				3,000,000	3,000,000
Common stock, shares outstanding (in Shares)				3,000,000	3,000,000
Common Class A [Member] | Non-Redeemed Stock [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Shares issued (in Shares)				5,000,000
Common Class A [Member] | Sponsor [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Converted shares (in Shares)				3,000,000
Sponsor held percentage				53.80%
Common stock, shares issued (in Shares)				8,267,875
Common stock, shares outstanding (in Shares)				8,267,875
Common Class A [Member] | Sponsor [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Converted shares (in Shares)		3,000,000
Common stock, shares issued (in Shares)		8,267,875
Common stock, shares outstanding (in Shares)		8,267,875
Consideration an aggregate (in Shares)				1,500,000
Common Stock [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Common stock, par value (in Dollars per share) | $ / shares				$ 0.0001
Class B Common Stock [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Common stock, par value (in Dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued (in Shares)				3,250,000	3,250,000
Common stock, shares outstanding (in Shares)				3,250,000	3,250,000
Class B Common Stock [Member] | Sponsor [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Common stock, shares issued (in Shares)				3,250,000
Common stock, shares outstanding (in Shares)				3,250,000
Class B Common Stock [Member] | Sponsor [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Common stock, shares issued (in Shares)		3,250,000
Common stock, shares outstanding (in Shares)		3,250,000
Consideration an aggregate (in Shares)				1,500,000
IPO [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Number of units issued in transaction (in Shares)			25,000,000	25,000,000
Price per warrant (in Dollars per share) | $ / shares				$ 11.5
Deferred offering costs | $				$ 14,566,172
Net proceeds from sale of units | $			$ 255,000,000
Price per share (in Dollars per share) | $ / shares			$ 10.2	$ 10.2
IPO [Member] | Common Class A [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Deferred offering costs | $				$ 14,202,018
Over-Allotment Option [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Number of units issued in transaction (in Shares)			2,500,000	2,500,000
Price per share (in Dollars per share) | $ / shares			$ 10	$ 10
Gross proceeds | $			$ 250,000,000
Private Placement [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Sale of warrants (in Shares)				8,000,000	8,000,000
Price per warrant (in Dollars per share) | $ / shares				$ 1.5
Gross proceeds | $				$ 12,000,000
Private Placement [Member] | Common Class A [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Price per warrant (in Dollars per share) | $ / shares				$ 11.5
Public Stockholders [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares				10.85
Trust Account [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares				$ 10.2
Public Shares [Member]
Description of Organization, Business Operations, Liquidity, And Risks And Uncertainties (Details) [Line Items]
Redemption amount | $		$ 205,478,750

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Offering costs	$ 8,750,000
Effective tax rate	42.23%	23.30%
Statutory tax rate	21%	21%
Warrants are exercisable to purchase	16,333,333
Federal depository insurance corporation coverage limit	$ 250,000
Equity Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs	364,154
Initial Public Offering [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs	14,566,172
Initial Public Offering [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs	$ 14,202,018

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Reflected in the Balance Sheets are Reconciled - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled [Line Items]
Common Stock subject to possible redemption, December 31, 2023	$ 56,621,690
Common Stock subject to possible redemption, March 31, 2024	57,164,965
Remeasurement of carrying value to redemption value	$ 543,275	$ 2,186,752

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Stock - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A redeemable [Member]
Numerator:
Allocation of net income	$ 91,301	$ 1,528,709
Denominator:
Basic weighted average common stock outstanding	5,267,875	25,000,000
Basic net income per share of common stock	$ 0.02	$ 0.06
Class A non- redeemable [Member]
Numerator:
Allocation of net income	$ 51,994
Denominator:
Basic weighted average common stock outstanding	3,000,000
Basic net income per share of common stock	$ 0.02
Class B Common stock [Member]
Numerator:
Allocation of net income	$ 56,328	$ 382,177
Denominator:
Basic weighted average common stock outstanding	3,250,000	6,250,000
Basic net income per share of common stock	$ 0.02	$ 0.06

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Stock (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A redeemable [Member]
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items]
Diluted weighted average shares outstanding	5,267,875	25,000,000
Diluted net income (loss) per share	$ 0.02	$ 0.06
Class A non- redeemable [Member]
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items]
Diluted weighted average shares outstanding	3,000,000
Diluted net income (loss) per share	$ 0.02
Class B Common stock [Member]
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items]
Diluted weighted average shares outstanding	3,250,000	6,250,000
Diluted net income (loss) per share	$ 0.02	$ 0.06

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Mar. 31, 2024	Nov. 09, 2021
IPO [Member]
Initial Public Offering [Line Items]
Sale of units	25,000,000	25,000,000
Warrant exercise price	$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sale of units	2,500,000	2,500,000
Purchase price per share	$ 10	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Private Placement [Line Items]
Purchased warrants (in Shares)	8,000,000	8,000,000
Price per share	$ 1.5
Aggregate purchase price of warrants (in Dollars)	$ 12,000,000
Exercise price	$ 1.5
Class A Common Stock [Member]
Private Placement [Line Items]
Exercise price	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		12 Months Ended
	Sep. 15, 2023	May 05, 2023	Nov. 04, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Feb. 28, 2021	Jan. 19, 2021
Related Party Transactions [Line Items]
Offering costs				$ 8,750,000
Share price (in Dollars per share)				$ 10.41
Exceeds per share (in Dollars per share)				$ 12
Converted shares (in Shares)				3,000,000
Provision services fees			$ 20,000
Incurred fees				$ 60,000	$ 60,000
Accrued expenses				60,000	$ 40,000
Working capital				1,500,000
Outstanding first promissory note						$ 290,000
Sponsor to borrowing						400,000
Aggregate of outstanding promissory notes				300,000		$ 290,000
Outstanding second promissory note				$ 590,000
Series of Individually Immaterial Business Acquisitions [Member]
Related Party Transactions [Line Items]
Reasonable costs	$ (300,000)
Share-Based Payment Arrangement [Member]
Related Party Transactions [Line Items]
Share price (in Dollars per share)				$ 9.74
Sponsor [Member]
Related Party Transactions [Line Items]
Offering costs								$ 25,000
Fair value of shares granted (in Shares)				50,000
Fair value of granted				$ 487,000
Share price (in Dollars per share)				$ 10.85
Principal amount	$ 300,000
Class A Common Stock [Member]
Related Party Transactions [Line Items]
Converted shares (in Shares)		3,000,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Consideration shares of common stock (in Shares)								5,750,000
Transferred shares (in Shares)							10,000
Forfeited shares (in Shares)			218,750
Sponsor [Member]
Related Party Transactions [Line Items]
Stock capitalization (in Shares)			6,468,750
Warrant [Member]
Related Party Transactions [Line Items]
Price per warrant (in Dollars per share)				$ 1.5

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares
Commitments and Contingencies [Abstract]
Deferred fees per unit (in Dollars per share) | $ / shares	$ 0.35
Underwriter fees	$ 8,750,000
Aggregate monthly fees	10,000
Incurred amount	$ 30,365

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares		3 Months Ended
	May 05, 2023	Mar. 31, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock issued
Preferred stock outstanding
Authorized to issue		400,000,000
Percentage of outstanding common stock	53.80%
Percentage of issued common stock	53.80%
Warrants expire term		5 years
Business combination at an issue price or effective issue price per share (in Dollars per share)		$ 9.2
Total equity proceeds and interest		60%
Market value per share (in Dollars per share)		$ 9.2
Percentage of exercise price of the warrants will be adjusted		115%
Redemption trigger price adjusted		180%
Trading days		20 years
Redemption trigger price per share (in Dollars per share)		$ 18
Warrant shares issued		16,333,333
Business Combination [Member]
Stockholders’ Deficit [Line Items]
Warrants expire term		5 years
Sponsor [Member]
Stockholders’ Deficit [Line Items]
Converted shares	3,000,000
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Authorized to issue		10,000,000
Common stock vote for each share		one
Class A common stock issued		3,250,000	3,250,000
Class A common stock outstanding		3,250,000	3,250,000
Converted basis		20%
Class B Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Class A common stock issued	3,250,000
Class A common stock outstanding	3,250,000
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock vote for each share		one
Common stock subject to possible redemption issued		5,267,875	5,267,875
Common stock subject to possible redemption outstanding		5,267,875	5,267,875
Class A common stock issued		3,000,000	3,000,000
Class A common stock outstanding		3,000,000	3,000,000
Converted shares	3,000,000
Exceeds in stock price (in Dollars per share)		$ 18
Class A Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Common stock subject to possible redemption issued		3,000,000
Common stock subject to possible redemption outstanding		3,000,000
Class A common stock issued	8,267,875
Class A common stock outstanding	8,267,875
Converted shares	3,000,000
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants outstanding		8,333,333	8,333,333
Price per share (in Dollars per share)		$ 0.01
Private Placement [Member]
Stockholders’ Deficit [Line Items]
Warrants outstanding		8,000,000	8,000,000
Price per share (in Dollars per share)		$ 1.5
Warrant shares issued		8,000,000	8,000,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 57,411,866	$ 56,981,202

Subsequent Events (Details)

Subsequent Events (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Redeemed aggregate shares | shares	4,585,351
Redemption amount | $	$ 49,950,000
Remains available to borrow under the Promissory Notes | $	$ 110,000
U.S.Government Securities [Member]
Subsequent Event [Line Items]
Instrument interest rate	4.50%
Second Extension Amendment Proposal [Member]
Subsequent Event [Line Items]
Redemption price per share | $ / shares	$ 10.89
Public Shares [Member]
Subsequent Event [Line Items]
Shares outstanding | shares	682,524