Bolt Projects (BSLK) S-4/A 13 May 24 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	GOLDEN ARROW MERGER CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 2
Entity Central Index Key	0001841125
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 306,034	$ 348,749
Prepaid expenses	152,663	72,297
Total Current Assets	458,697	421,046
Investments held in Trust Account	6,218,429	290,646,467
Total Assets	6,677,126	291,067,513
Current Liabilities
Accounts payable and accrued expenses	1,135,140	249,489
Excise tax payable	2,870,720
Income taxes payable	453,342	248,647
Total Current Liabilities	6,522,217	586,986
Deferred underwriting fee payable	10,062,500	10,062,500
Warrant liabilities	2,041,667	145,833
Total Liabilities	18,626,384	10,795,319
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value, 200,000,000 shares authorized, 577,937 and 28,750,000 shares at a redemption value of $10.76 per share at December 31, 2023 and $10.10 per share at December 31, 2022, respectively	6,228,145	290,357,770
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022
Additional paid-in capital
Accumulated deficit	(18,178,122)	(10,086,295)
Total Stockholders’ Deficit	(18,177,403)	(10,085,576)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	6,677,126	291,067,513
Class A Common Stock
Stockholders’ Deficit
Common stock value	705
Class B Common Stock
Stockholders’ Deficit
Common stock value	14	719
Related Party
Current Liabilities
Promissory note – related party	578,689
Convertible notes – related party	$ 1,484,326	$ 88,850

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	200,000,000	200,000,000
Common stock subject to possible redemption, shares at a redemption	577,937	28,750,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.76	$ 10.1
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	7,047,500
Common stock, shares outstanding	7,047,500
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	140,000	7,187,500
Common stock, shares outstanding	140,000	7,187,500

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Formation and operational costs	$ 2,103,668	$ 1,343,799
Loss from operations	(2,103,668)	(1,343,799)
Other income (expense):
Change in fair value of warrant liabilities	(1,895,834)	7,138,542
Change in fair value of convertible notes		811,150
Interest income – bank	8,240
Interest earned on investments held in Trust Account	3,176,694	4,000,465
Total other income, net	1,289,100	11,950,157
(Loss) income before provision for income taxes	(814,568)	10,606,358
Provision for income taxes	(653,044)	(759,647)
Net (loss) income	$ (1,467,612)	$ 9,846,711
Class A Common Stock Redeemable Shares
Other income (expense):
Basic weighted average shares outstanding (in Shares)	7,511,529	28,750,000
Basic net (loss) income per share (in Dollars per share)	$ (0.1)	$ 0.27
Class A Common Stock Non-Redeemable Shares
Other income (expense):
Basic weighted average shares outstanding (in Shares)	5,603,340	7,187,500
Basic net (loss) income per share (in Dollars per share)	$ (0.1)	$ 0.27
Class B Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	1,584,160	7,187,500
Basic net (loss) income per share (in Dollars per share)	$ (0.1)	$ 0.27

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock Redeemable Shares
Diluted weighted average shares outstanding	7,511,529	28,750,000
Diluted net (loss) income per share	$ (0.10)	$ 0.27
Class A Common Stock Non-Redeemable Shares
Diluted weighted average shares outstanding	5,603,340	7,187,500
Diluted net (loss) income per share	$ (0.10)	$ 0.27
Class B Common Stock
Diluted weighted average shares outstanding	1,584,160	7,187,500
Diluted net (loss) income per share	$ (0.10)	$ 0.27

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 719		$ (17,075,236)	$ (17,074,517)
Balance (in Shares) at Dec. 31, 2021		7,187,500
Accretion for Class A common stock subject to redemption amount				(2,857,770)	(2,857,770)
Net income (loss)				9,846,711	9,846,711
Balance at Dec. 31, 2022		$ 719		(10,086,295)	(10,085,576)
Balance (in Shares) at Dec. 31, 2022		7,187,500
Accretion for Class A common stock subject to redemption amount				(2,942,345)	(2,942,345)
Adjustment related to convertible promissory note				(811,150)	(811,150)
Class B common stock converted to class A common stock	$ 705	$ (705)
Class B common stock converted to class A common stock (in Shares)	7,047,500	(7,047,500)
Excise tax payable attributable to redemption of common stock				(2,870,720)	(2,870,720)
Net income (loss)				(1,467,612)	(1,467,612)
Balance at Dec. 31, 2023	$ 705	$ 14		$ (18,178,122)	$ (18,177,403)
Balance (in Shares) at Dec. 31, 2023	7,047,500	140,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,467,612)	$ 9,846,711
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of convertible notes		(811,150)
Change in fair value of warrant liabilities	1,895,834	(7,138,542)
Interest earned on investments held in Trust Account	(3,176,694)	(4,000,465)
Changes in operating assets and liabilities:
Prepaid expenses	(80,366)	279,888
Accounts payable and accrued expenses	885,650	(72,585)
Income taxes payable	204,695	248,647
Net cash used in operating activities	(1,738,493)	(1,647,496)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(578,694)
Cash withdrawn from Trust Account to pay franchise and income taxes	1,111,457	871,000
Cash withdrawn from Trust Account in connection with redemption	287,071,970
Net cash provided by investing activities	287,604,733	871,000
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	578,689
Repayment of promissory note – related party		(141,367)
Proceeds from convertible promissory note - related party	584,326	900,000
Redemption of common stock	(287,071,970)
Net cash (used in) provided by financing activities	(285,908,955)	758,633
Net Change in Cash	(42,715)	(17,863)
Cash – Beginning of period	348,749	366,612
Cash – End of period	306,034	348,749
Supplementary cash flow information:
Excise tax payable attributable to redemption of common stock	2,870,720
Cash paid for income taxes	$ 448,349	$ 511,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Golden Arrow Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (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. On October 4, 2023, Beam Merger Sub, Inc. (“Merger Sub I”), a Delaware corporation and a wholly owned subsidiary of the Company, was formed. As of December 31, 2023 there has been no activity for Merger Sub I. As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation and the initial public offering (“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 The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. On May 6, 2021, the Company sold 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds of $37,500,000, which is also described in Note 3. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Golden Arrow Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. Transaction costs amounted to $16,309,469, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $496,969 of other offering costs. Following the closing of the Initial Public Offering on March 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only 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 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, 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 (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if when 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 applicable law or stock exchange listing requirements 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 (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“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 applicable law or stock exchange listing requirements, 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, the 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 without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the 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 Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until September 19, 2024 (the “Extended Date”) to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 remaining stockholders and the Company’s board of directors, 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 Company’s 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within 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 Initial Public Offering price per Unit ($10.00). 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 (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters 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 First Extension On March 15, 2023, the Company’s stockholders approved an amendment to its amended and restated certificate of incorporation (as amended, the “charter”) (the “Charter Amendment”). The Charter Amendment extended the date by which the Company has to consummate a business combination for an additional nine months, from March 19, 2023 (the “Termination Date”) to up to December 19, 2023 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until December 19, 2023 or a total of up to nine months after the Termination Date, or such earlier date as determined by the Company’s board of directors, unless the closing of the initial business combination shall have occurred, which is referred to as the “Extension,” and such later date, the “Extended Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the trust account an amount determined by multiplying $0.03 by the number of public shares then outstanding, up to a maximum of $105,000 for each such one -month -interest In connection with the votes to approve the Extension, the holders of 26,649,519 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of $270,769,687, leaving $21,467,825 in the Trust Account. On March 16, 2023, the Sponsor voluntarily converted the 7,047,500 shares of Class B common stock it held into 7,047,500 shares of Class A common stock in accordance with the Company’s charter (the “Conversion”). Following the implementation of the Extension and the Conversion, the Company had 9,147,981 shares of Class A common stock outstanding and 140,000 shares of Class B common stock outstanding. Second Extension On December 12, 2023, the Company held a special meeting of stockholders (the “special meeting”) in which the stockholders approved the proposal to amend the Company’s Charter, to extend the date by which the Company has to consummate a business combination for an additional nine months from December 19, 2023 to September 19, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until September 19, 2024 or a total of up to nine months after the Termination Date, or such earlier date as determined by the board of directors (the “Board”), unless the closing of the Company’s initial business combination shall have occurred, which is referred to as the “Extension,” and such later date, the “Extended Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the Company’s public stockholders (the “trust account”) an amount determined by multiplying $0.02 by the number of public shares then outstanding, up to a maximum of $20,000 for each such one -month -interest In connection with the votes to approve the Extension, the holders of 1,522,544 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $16.3 million, leaving approximately $6.2 million in the trust account. As of December 31, 2023, ten extension payments were made for a total of $578,694. On January 18, 2024 and February 18, 2024, additional extension payments of $11,559 were made which extended the Termination Date to March 19, 2024. Proposed Business Combination On October 4, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Beam Merger Sub, Inc., incorporated on September 19, 2023, a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”) and Bolt Threads, Inc., a Delaware corporation (“Bolt Threads”). Pursuant to the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into Bolt Threads, with Bolt Threads surviving the merger as a wholly -owned -Combination The proposed Business Combination is expected to be consummated after receipt of the required approvals by the stockholders of the Company and Bolt Threads and the satisfaction or waiver of certain other customary conditions. The aggregate equity consideration to be paid to Bolt Threads’ stockholders and option holders in the Business Combination will be equal to the quotient of (i) $250,000,000 (the “Equity Value”) divided by (ii) $10.00. The Business Combination Agreement provides that, in connection with the Closing, the Post -Combination -up -up -Combination -Combination -Combination Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”), including the Sponsor, entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement up to 2,734,433 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of up to $27,344,330 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. The shares of Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. On February 28, 2024, the PIPE Investors entered into amendments to the PIPE Subscription Agreements which reduced their aggregate commitment to purchase PIPE Shares to 2,287,464 at a purchase price of $10.00 per share, for an aggregate PIPE Investment of up to $22,874,640. Pursuant to the PIPE Subscription Agreement executed by the Sponsor, the Sponsor has agreed to purchase 656,499 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $6,564,990. However, the number of subscribed shares to be purchased thereunder by the Sponsor will be reduced by the number of shares of Class A common stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by the Company and Bolt Threads at any time from the date of the execution of the agreement up to immediately prior to the expiration of such redemption period. In connection with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Bolt Threads. Pursuant to the Sponsor Support Agreement, the Sponsor has, among other things, agreed to vote all of its shares of the Company’s capital stock in favor of the approval of the Transactions. In addition, the Sponsor has agreed that 1,437,500 shares of the Post -Combination -Combination In connection with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with Bolt Threads and certain stockholders of Bolt Threads pursuant to which such stockholders have, among other things, agreed to vote to adopt and approve, upon the registration statement on Form S -4 Going Concern As of December 31, 2023, the Company had cash of $306,034 and working capital deficit of $6,063,520. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. As of December 31, 2023, the Company withdrew an aggregate of approximately $289 million from the Trust Account to be used for redemption payments in connection with the Extensions, Delaware franchise tax, and income tax obligations (the “Withdrawn Trust Funds”). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will 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. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these consolidated financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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 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 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 consolidated 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 Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the 577,937 and 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets, respectively. 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. At December 31, 2023 and 2022, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (287,071,970 ) Plus: Accretion of carrying value to redemption value 2,942,345 Class A common stock subject to possible redemption, December 31, 2023 $ 6,228,145 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 associated with the 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 amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the consolidated statements of operations. Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (80.17)% and 7.16% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. (Loss) income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per common 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 14,583,333 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Redeemable Class A Non- Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (782,184 ) $ (583,482 ) $ (164,960 ) $ 7,877,369 $ 1,969,342 Denominator: Basic and diluted weighted average shares outstanding 7,511,529 5,603,340 1,584,160 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.10 ) $ (0.10 ) $ (0.10 ) $ 0.27 $ 0.27 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 In June 2016, the FASB issued ASU 2016 -13 -13 -13 -13 In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2023
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -third

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Placement Warrants, at a price of $1.50 per warrant, or $6,750,000 in the aggregate. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over -allotment

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In January 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over -allotment -converted -allotment no The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading 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 Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party In connection with the Extension Payments, on March 17, 2023, the Company issued an unsecured promissory note to the Sponsor in the aggregate amount of $567,130 (the “Extension Note”). As of December 31, 2023, the Company has deposited an aggregate of $567,130 of Extension Payments into the Trust Account and intends to continue to extend the Termination Date up to March 19, 2024. The Extension Note bears no interest and the principal balance is payable on the date of the consummation of the initial business combination. The Extension Note is not convertible into private placement warrants and the principal balance may be prepaid at any time. As of December 31, 2023, $567,130 was outstanding under this note. On December 18, 2023, the Company issued an unsecured promissory note to our Sponsor in the aggregate amount of $104,029 (the “Extension Note 2”). As of December 31, 2023, the Company has deposited an aggregate of $11,559 of Extension Payments into the Trust Account and intends to continue to extend the Termination Date up to September 19, 2024. The Extension Note bears no interest and the principal balance is payable on the date of the consummation of the initial business combination. The Extension Note is not convertible into private placement warrants and the principal balance may be prepaid at any time. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates 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. The warrants would be identical to the Private Placement Warrants. On February 25, 2022, the Company issued a promissory note to the Sponsor pursuant to which it may borrow up to an aggregate principal amount of $500,000. The promissory note is non -interest -Business -interest -Business -interest -Business The Company has determined that bifurcation of a single derivative that comprises all of the fair value of the conversion feature (i.e., derivative instrument) is necessary under ASC 815 -15-25-7 -10 As of December 31, 2023 and 2022, there was an aggregate of $1,484,326 and $88,850 outstanding under the three promissory notes (together, the “Convertible Promissory Notes”), respectively. The Convertible Promissory Notes were valued at par value.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2023
Commitments [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Risks and Uncertainties The continuing military conflict between the Russian Federation and Ukraine, the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of these consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any 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) have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Side Letter Agreements Pursuant to side letter agreements entered into with each of Propoenent LLC and Siddhartha Mukherjee, as compensation for the introduction of the Company to a target company, not previously known to the Company and with which the Company ultimately consummates its initial Business Combination, the Sponsor will either issue a membership interest in the Sponsor representing an economic interest in 100,000 of the Founder Shares or transfer 100,000 of the Founders Shares. As of December 31, 2023 and 2022, this compensation was deemed to not have been earned. Consulting Agreement On June 20, 2022, the Company entered into an agreement with Jones International Group for consulting services related to a search for a target business. For the year ended December 31, 2023, the Company incurred $20,500 in these consulting fees. On February 20, 2023, the Company terminated this agreement.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2023
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — no Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked such anti -dilution -converted -linked -linked

Warrants

Warrants	12 Months Ended
	Dec. 31, 2023
Warrants [Abstract]
WARRANTS	NOTE 8. WARRANTS Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • • • • -day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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 common stock at a price below its 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 (x) the Company issues additional shares of Class A common stock or equity -linked As of December 31, 2023 and 2022, there were 5,000,000 Private Placement Warrants 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 Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses 838,918 412,939 Total deferred tax assets 838,918 412,939 Valuation allowance (838,918 ) (412,939 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ 653,044 $ 759,647 Deferred (425,978 ) (201,748 ) State Current — — Deferred — — Change in valuation allowance 425,978 201,748 Income tax provision $ 653,044 $ 759,647 As of December 31, 2023 and 2022, the Company had $0 and $0 U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance were $425,978 and $201,748, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (48.9 )% (14.1 )% Transaction costs associated with the Initial Public Offering 0.0 % 0.0 % Change in fair value of convertible promissory note – related party 0.0 % (1.7 )% Change in valuation allowance (52.3 )% 1.9 % Income tax provision (80.2 )% 7.1 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured 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 an assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, assets held in the Trust Account were comprised of $6,218,429 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2023, the Company withdrew an aggregate of $288,183,427 from the Trust Account be used for redemption payments in connection with the Extension, Delaware franchise tax, and income tax obligations. At December 31, 2022, assets held in the Trust Account were comprised of $290,646,467 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew $871,000 in interest income from the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its money market investments held in the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Investments held in Trust Account 1 $ 6,218,429 $ 290,646,467 Liabilities: Warrant Liabilities – Public Warrants 2 $ 1,341,667 $ 95,833 Warrant Liabilities – Private Placement Warrants 3 $ 700,000 $ 50,000 Convertible promissory notes – related party 3 $ n/a $ 88,850 Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815 -40 For the Private Placement Warrants, the Company utilizes a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein -price -free -free -coupon The key inputs for the binomial lattice model as of December 31, 2023 and 2022 were as follows: Input As of As of Stock price $ 10.58 $ 10.02 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2024 September 17, 2023 Volatility Immaterial 7.0 % Risk-free rate 4.34 % 4.69 % Dividend yield 0.0 % 0.0 % The following tables present the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of December 31, 2023 and 2022: Private Fair value as of January 1, 2023 $ 50,000 Change in valuation inputs or other assumptions 650,000 Fair value as of December 31, 2023 $ 700,000 Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (2,447,500 ) Fair value as of December 31, 2022 $ 50,000 Transfers to/from Levels Convertible Promissory Notes — Related Party The fair value of the option to convert the convertible promissory notes into Private Warrants was valued by utilizing a discounted cash flow method to value the debt component and a Black -Scholes The estimated fair value of the convertible promissory notes was based on the following significant inputs: Input As of Stock price $ 10.02 Strike price $ 11.50 Expiration date of warrants September 17, 2023 Volatility 7.0 % Risk-free rate 4.69 % Dividend yield 0.0 % The following tables present the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2023 $ 88,850 Restatement of Convertible Promissory Note (88,850 ) Fair value as of December 31, 2023 $ — Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 900,000 Change in fair value (811,150 ) Fair value as of December 31, 2022 $ 88,850 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2023 and 2022 for the convertible promissory notes.

Franchise and Income Tax Withdr

Franchise and Income Tax Withdrawal	12 Months Ended
	Dec. 31, 2023
Franchise and Income Tax Withdrawal [Abstract]
FRANCHISE AND INCOME TAX WITHDRAWAL	NOTE 11. FRANCHISE AND INCOME TAX WITHDRAWAL Since the completion of its IPO on March -Q On April -interest

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the consolidated financial statements. On January 18, 2024 and February 18, 2024, additional extension payments of $11,559 were made which extended the Termination Date to March 19, 2024. On February 2, 2024, the Company, BTIG and Bolt Threads entered into an amendment to the underwriting agreement, pursuant to which $500,000 will be deposited and held in the Trust Account and payable in cash directly from the Trust Account, without accrued interest, to BTIG for its own account upon consummation of the Company’s initial Business Combination. Additionally, upon consummation of the Company’s initial Business Combination, BTIG will receive shares of post -combination -combination -combination

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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 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
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 consolidated 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 Held in Trust Account	Investments Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the 577,937 and 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets, respectively. 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. At December 31, 2023 and 2022, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (287,071,970 ) Plus: Accretion of carrying value to redemption value 2,942,345 Class A common stock subject to possible redemption, December 31, 2023 $ 6,228,145
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 associated with the 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 amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs was related to the warrant liabilities and charged to the consolidated statements of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15 -measurement -Ross-Rubenstein
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (80.17)% and 7.16% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income per Common Share	Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. (Loss) income is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per common 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 14,583,333 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Redeemable Class A Non- Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (782,184 ) $ (583,482 ) $ (164,960 ) $ 7,877,369 $ 1,969,342 Denominator: Basic and diluted weighted average shares outstanding 7,511,529 5,603,340 1,584,160 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.10 ) $ (0.10 ) $ (0.10 ) $ 0.27 $ 0.27
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 In June 2016, the FASB issued ASU 2016 -13 -13 -13 -13 In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Class A Common Stock Reflected in the Consolidated Condensed Balance Sheet	At December 31, 2023 and 2022, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 27,881,248 Class A common stock subject to possible redemption, December 31, 2022 290,357,770 Less: Redemption (287,071,970 ) Plus: Accretion of carrying value to redemption value 2,942,345 Class A common stock subject to possible redemption, December 31, 2023 $ 6,228,145
Schedule of Basic and Diluted Net (Loss) Income Per Common Share	The following table reflects the calculation of basic and diluted net (loss) income per common share For the Year Ended December 31, 2023 2022 Class A Redeemable Class A Non- Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, $ (782,184 ) $ (583,482 ) $ (164,960 ) $ 7,877,369 $ 1,969,342 Denominator: Basic and diluted weighted average shares outstanding 7,511,529 5,603,340 1,584,160 28,750,000 7,187,500 Basic and diluted net (loss) income per common share $ (0.10 ) $ (0.10 ) $ (0.10 ) $ 0.27 $ 0.27

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses 838,918 412,939 Total deferred tax assets 838,918 412,939 Valuation allowance (838,918 ) (412,939 ) Deferred tax assets, net of allowance $ — $ —
Schedule of Income Tax Provision	The income tax provision consists of the following: December 31, December 31, Federal Current $ 653,044 $ 759,647 Deferred (425,978 ) (201,748 ) State Current — — Deferred — — Change in valuation allowance 425,978 201,748 Income tax provision $ 653,044 $ 759,647
Schedule of Reconciliation of the Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (48.9 )% (14.1 )% Transaction costs associated with the Initial Public Offering 0.0 % 0.0 % Change in fair value of convertible promissory note – related party 0.0 % (1.7 )% Change in valuation allowance (52.3 )% 1.9 % Income tax provision (80.2 )% 7.1 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Investments held in Trust Account 1 $ 6,218,429 $ 290,646,467 Liabilities: Warrant Liabilities – Public Warrants 2 $ 1,341,667 $ 95,833 Warrant Liabilities – Private Placement Warrants 3 $ 700,000 $ 50,000 Convertible promissory notes – related party 3 $ n/a $ 88,850
Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes	The key inputs for the binomial lattice model as of December 31, 2023 and 2022 were as follows: Input As of As of Stock price $ 10.58 $ 10.02 Strike price $ 11.50 $ 11.50 Effective expiration date September 17, 2024 September 17, 2023 Volatility Immaterial 7.0 % Risk-free rate 4.34 % 4.69 % Dividend yield 0.0 % 0.0 % Input As of Stock price $ 10.02 Strike price $ 11.50 Expiration date of warrants September 17, 2023 Volatility 7.0 % Risk-free rate 4.69 % Dividend yield 0.0 %
Schedule of Changes in the Fair Value of Warrant Liabilities	The following tables present the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of December 31, 2023 and 2022: Private Fair value as of January 1, 2023 $ 50,000 Change in valuation inputs or other assumptions 650,000 Fair value as of December 31, 2023 $ 700,000 Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (2,447,500 ) Fair value as of December 31, 2022 $ 50,000
Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes	The following tables present the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2023 $ 88,850 Restatement of Convertible Promissory Note (88,850 ) Fair value as of December 31, 2023 $ — Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 900,000 Change in fair value (811,150 ) Fair value as of December 31, 2022 $ 88,850

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)

1 Months Ended

12 Months Ended

Jan. 18, 2024

Dec. 12, 2023

Mar. 16, 2023

Mar. 15, 2023

Mar. 15, 2023

May 06, 2021

Mar. 19, 2021

Feb. 28, 2024

Dec. 31, 2023

Dec. 31, 2022

Feb. 02, 2024

Dec. 31, 2021

Description of Organization and Business Operations (Details) [Line Items]

Proceeds IPO

$ 287,500,000

Transaction costs

$ 16,309,469

Cash underwriting fees

5,750,000

Deferred underwriting fees

10,062,500

Other offering costs

$ 496,969

Percentage held in trust account

80%

Public share price per share (in Dollars per share)

$ 10

Aggregate of share sold, percentage

15%

Redemption of public shares percentage

100%

Interest to pay dissolution expenses

$ 100,000

Initial public offering price per Unit (in Dollars per share)

$ 10

Price per share (in Dollars per share)

$ 10

Aggregate redemption amount

$ 16,300,000

Trust account

6,200,000

Extension payment amount

578,694

Aggregate equity value

$ 250,000,000

Private placement (in Shares)

2,734,433

Aggregate investment amount

$ 27,344,330

Cash

306,034

$ 348,749

$ 366,612

Working capital deficit

6,063,520

Withdraw amount from trust account

289,000,000

Common Stock [Member]

Description of Organization and Business Operations (Details) [Line Items]

Aggregate redemption amount

270,769,687

Trust account

$ 21,467,825

IPO [Member]

Description of Organization and Business Operations (Details) [Line Items]

Proceeds IPO

$ 250,000,000

Purchase price (in Dollars per share)

$ 10

IPO [Member] | Trust Account [Member]

Description of Organization and Business Operations (Details) [Line Items]

Per share price (in Dollars per share)

$ 10

Additional Units [Member]

Description of Organization and Business Operations (Details) [Line Items]

Per share price (in Dollars per share)

$ 10

Proceeds IPO

$ 37,500,000

Number of share issued (in Shares)

3,750,000

Private Placement [Member]

Description of Organization and Business Operations (Details) [Line Items]

Per share price (in Dollars per share)

$ 1.5

Sale of warrants (in Shares)

4,500,000

Proceeds from private placement

$ 6,750,000

Bolt Threads [Member]

Description of Organization and Business Operations (Details) [Line Items]

Per share price (in Dollars per share)

$ 10

Purchase Price [Member]

Description of Organization and Business Operations (Details) [Line Items]

Purchase price (in Dollars per share)

10

Class A Common Stock [Member]

Description of Organization and Business Operations (Details) [Line Items]

Per share price (in Dollars per share)

$ 10

$ 11.5

Number of share issued (in Shares)

656,499

Price per share (in Dollars per share)

$ 10

Common stock outstanding (in Shares)

1,522,544

Price per share (in Dollars per share)

$ 10.76

$ 10.1

Common stock outstanding (in Shares)

9,147,981

Purchase price (in Dollars per share)

$ 10

Aggregate investment amount

$ 6,564,990

Class A Common Stock [Member] | Common Stock [Member]

Description of Organization and Business Operations (Details) [Line Items]

Common stock outstanding (in Shares)

26,649,519

Price per share (in Dollars per share)

$ 10.16

Converted share (in Shares)

7,047,500

Class A Common Stock [Member] | IPO [Member]

Description of Organization and Business Operations (Details) [Line Items]

Initial public offering (in Shares)

25,000,000

25,000,000

Proceeds IPO

$ 250,000,000

Class A Common Stock [Member] | Sponsor [Member]

Description of Organization and Business Operations (Details) [Line Items]

Converted share (in Shares)

7,047,500

Class A Common Stock [Member] | Common Stock [Member] | Second Extension [Member]

Description of Organization and Business Operations (Details) [Line Items]

Price per share (in Dollars per share)

$ 10.71

Class B Common Stock [Member]

Description of Organization and Business Operations (Details) [Line Items]

Converted share (in Shares)

7,047,500

Common stock outstanding (in Shares)

140,000

Class B Common Stock [Member] | Common Stock [Member]

Description of Organization and Business Operations (Details) [Line Items]

Converted share (in Shares)

(7,047,500)

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

Description of Organization and Business Operations (Details) [Line Items]

Converted share (in Shares)

7,047,500

Trust Account [Member]

Description of Organization and Business Operations (Details) [Line Items]

Price per share (in Dollars per share)

$ 10

Subsequent Event [Member]

Description of Organization and Business Operations (Details) [Line Items]

Number of share issued (in Shares)

2,287,464

Additional extension payment

$ 11,559

Purchase price (in Dollars per share)

$ 10

$ 8

Aggregate investment amount

$ 22,874,640

Sponsor [Member]

Description of Organization and Business Operations (Details) [Line Items]

Initial public offering (in Shares)

1,437,500

Price per share (in Dollars per share)

$ 0.02

$ 0.03

$ 0.03

Common stock adjusted price per share (in Dollars per share)

$ 12.5

Business Combination [Member]

Description of Organization and Business Operations (Details) [Line Items]

Post business combination percentage

50%

Initial business combination

$ 20,000

$ 105,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Offering costs (in Dollars)		$ 15,827,645
Warrants offering cost (in Dollars)	$ 1,895,834	$ (7,138,542)
Effective tax rate	(80.17%)	7.16%
Statutory tax rate	21%	21%
Insured limit amount (in Dollars)	$ 250,000
IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs (in Dollars)	$ 15,827,645
Class A Common Stock Subject To Possible Redemption [Member]
Summary of Significant Accounting Policies [Line Items]
Shares subject to subject to possible redemption (in Shares)	577,937	28,750,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares subject to subject to possible redemption (in Shares)	577,937	28,750,000
Purchase to share (in Shares)	14,583,333
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants offering cost (in Dollars)	$ 481,824

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Consolidated Condensed Balance Sheet - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Class A Common Stock Reflected in the Consolidated Condensed Balance Sheet [Line Items]
Gross proceeds		$ 287,500,000
Less:
Proceeds allocated to Public Warrants		(9,195,833)
Class A common stock issuance costs		(15,827,645)
Plus:
Accretion of carrying value to redemption value	$ 2,942,345	27,881,248
Class A common stock subject to possible redemption	6,228,145	$ 290,357,770
Less:
Redemption	$ (287,071,970)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Redeemable [Member]
Basic and diluted net (loss) income per common share
Allocation of net (loss) income	$ (782,184)
Basic weighted average shares outstanding	7,511,529
Basic net (loss) income per common share	$ (0.1)
Class A Non-Redeemable [Member]
Basic and diluted net (loss) income per common share
Allocation of net (loss) income	$ (583,482)
Basic weighted average shares outstanding	5,603,340
Basic net (loss) income per common share	$ (0.1)
Class B [Member]
Basic and diluted net (loss) income per common share
Allocation of net (loss) income	$ (164,960)	$ 1,969,342
Basic weighted average shares outstanding	1,584,160	7,187,500
Basic net (loss) income per common share	$ (0.1)	$ 0.27
Class A [Member]
Basic and diluted net (loss) income per common share
Allocation of net (loss) income		$ 7,877,369
Basic weighted average shares outstanding		28,750,000
Basic net (loss) income per common share		$ 0.27

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Redeemable [Member]
Schedule of Basic and Diluted Net (Loss) Income Per Common Share [Line Items]
Diluted weighted average shares outstanding	7,511,529
Diluted net (loss) income per common share	$ (0.10)
Class A Non-Redeemable [Member]
Schedule of Basic and Diluted Net (Loss) Income Per Common Share [Line Items]
Diluted weighted average shares outstanding	5,603,340
Diluted net (loss) income per common share	$ (0.10)
Class B [Member]
Schedule of Basic and Diluted Net (Loss) Income Per Common Share [Line Items]
Diluted weighted average shares outstanding	1,584,160	7,187,500
Diluted net (loss) income per common share	$ (0.10)	$ 0.27
Class A [Member]
Schedule of Basic and Diluted Net (Loss) Income Per Common Share [Line Items]
Diluted weighted average shares outstanding		28,750,000
Diluted net (loss) income per common share		$ 0.27

Public Offering (Details)

Public Offering (Details) - $ / shares			12 Months Ended
	May 06, 2021	Mar. 19, 2021	Dec. 31, 2023
Initial Public Offering [Member]
Public Offering [Line Items]
Purchase price, per unit			$ 10
Additional Units [Member]
Public Offering [Line Items]
Per share price	$ 10
Sale of additional units (in Shares)	3,750,000
Class A Common Stock [Member]
Public Offering [Line Items]
Purchase price, per unit			10
Per share price		$ 10	$ 11.5
Sale of additional units (in Shares)			656,499
Class A Common Stock [Member] | Initial Public Offering [Member]
Public Offering [Line Items]
Sale of units (in Shares)		25,000,000	25,000,000

Private Placement (Details)

Private Placement (Details) - USD ($)		12 Months Ended
	May 06, 2021	Dec. 31, 2023
Private Placement Warrants [Member]
Private Placement [Line Items]
Purchased an aggregate of shares (in Shares)		4,500,000
Price per share	$ 1.5	$ 1.5
Aggregate amount (in Dollars)		$ 6,750,000
Sale of an additional units (in Shares)	500,000
Over-Allotment Option [Member]
Private Placement [Line Items]
Aggregate amount (in Dollars)	$ 750,000
Class A Common Stock [Member]
Private Placement [Line Items]
Exercise price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)							1 Months Ended	12 Months Ended
	Dec. 18, 2023	Mar. 17, 2023	Mar. 15, 2023	Mar. 08, 2023	Aug. 26, 2022	Feb. 25, 2022	Jan. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	May 06, 2021
Related Party Transactions [Line Items]
Sponsor paid							$ 25,000
Unsecured promissory note	$ 104,029	$ 567,130
Deposited aggregate trust account								$ 11,559
Outstanding amount								567,130
Exceed warrant (in Shares)					1,000,000	1,000,000
Aggregate outstanding amount								$ 1,484,326	$ 88,850
Note Warrant [Member]
Related Party Transactions [Line Items]
Price of warrant (in Dollars per share)				$ 1.5	$ 1.5	$ 1.5
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Conversion of common stock redemption (in Shares)			7,047,500
Sponsor [Member]
Related Party Transactions [Line Items]
Number of shares issued (in Shares)								1,437,500
Deposited aggregate trust account								$ 567,130
Founder Shares Member [Member]
Related Party Transactions [Line Items]
Shares subject to forfeiture (in Shares)
Founder Shares Member [Member] | Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions [Line Items]
Number of shares issued (in Shares)							7,187,500
Shares subject to forfeiture (in Shares)							937,500
Issued and outstanding common stock percentage							20%
Stock price trigger to transfer per share (in Dollars per share)								$ 12
Related Party Loans [Member]
Related Party Transactions [Line Items]
Amount of debt that may be converted into warrants								$ 1,500,000
Promissory Note With Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount						$ 500,000
Convertible Promissory Note With Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount				$ 750,000	$ 400,000

Commitments (Details)

Commitments (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 16, 2022	Dec. 31, 2023
Commitments and Contingencies [Line Items]
U.S. federal excise tax, percentage	1%
Fair market value, percentage	1%
Underwriting fee price per unit		$ 0.35
Deferred underwriting commissions payable		$ 10,062,500
Economic interest		100,000
Founders shares		100,000
Consulting fees		$ 20,500

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares		12 Months Ended
	Mar. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
Stockholders Deficit [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock [Member]
Stockholders Deficit [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, voting rights		one
Temporary equity, issued		577,937	28,750,000
Temporary equity, outstanding		577,937	28,750,000
Common stock, shares issued		7,047,500
Common stock, shares outstanding		7,047,500
Class A Common Stock [Member] | Common Stock [Member]
Stockholders Deficit [Line Items]
Conversion of common stock redemption		7,047,500
Class B Common Stock [Member]
Stockholders Deficit [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, voting rights		one
Conversion of common stock redemption	7,047,500
Common stock, shares issued		140,000	7,187,500
Common stock, shares outstanding		140,000	7,187,500
Class B Common Stock [Member] | Common Stock [Member]
Stockholders Deficit [Line Items]
Conversion of common stock redemption		(7,047,500)
Business Combination [Member]
Stockholders Deficit [Line Items]
Percentage of conversion basis		20%

Warrants (Details)

Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Warrants [Line Items]
Warrants outstanding (in Shares)	9,583,333	9,583,333
Warrant expire	5 years
Price per share	$ 10
Warrants [Member]
Warrants [Line Items]
Market value and newly issued price percentage	115%
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)		5,000,000
Minimum [Member]
Warrants [Line Items]
Market value and newly issued price percentage	100%
Redemption trigger price per share	$ 10
Maximum [Member]
Warrants [Line Items]
Market value and newly issued price percentage	180%
Redemption trigger price per share	$ 18
Class A Common Stock [Member]
Warrants [Line Items]
Price per share	10
Warrant price per shares	0.1
Class A Common Stock [Member] | Redemption of Warrants [Member]
Warrants [Line Items]
Price per share	18
Class A Common Stock [Member] | Warrants [Member]
Warrants [Line Items]
Price per share	$ 10
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)	5,000,000
Private Placement Warrants [Member] | Class A Common Stock [Member]
Warrants [Line Items]
Price per share	$ 18
Warrant price per shares	0.01
Business Combination [Member]
Warrants [Line Items]
Business combination issue price per share	$ 9.2
Total equity proceeds, percentage	60%
Business Combination [Member] | Class A Common Stock [Member]
Warrants [Line Items]
Business combination issue price per share	$ 9.2

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax [Abstract]
Net operating loss carryovers	$ 0	$ 0
Valuation allowance	$ 425,978	$ 201,748

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss carryforward
Startup/Organization Expenses	838,918	412,939
Total deferred tax assets	838,918	412,939
Valuation allowance	(838,918)	(412,939)
Deferred tax assets, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Income Tax Provision - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current	$ 653,044	$ 759,647
Deferred	(425,978)	(201,748)
State
Current
Deferred
Change in valuation allowance	425,978	201,748
Income tax provision	$ 653,044	$ 759,647

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of the Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of warrants	(48.90%)	(14.10%)
Transaction costs associated with the Initial Public Offering	0%	0%
Change in fair value of convertible promissory note – related party	0%	(1.70%)
Change in valuation allowance	(52.30%)	1.90%
Income tax provision	(80.20%)	7.10%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Asset held in trust	$ 6,218,429	$ 290,646,467
Redemption of payment for franchise tax and income tax	288,183,427
Interest income		$ 871,000
Dividend	$ 0

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Investments held in Trust Account	$ 6,218,429	$ 290,646,467
Level 2 [Member] | Public Warrants [Member]
Liabilities:
Warrant Liabilities	1,341,667	95,833
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liabilities	700,000	50,000
Related Party [Member] | Level 3 [Member]
Liabilities:
Convertible promissory notes – related party		$ 88,850

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2023 $ / shares $ / item	Dec. 31, 2022 $ / shares $ / item
Schedule of Estimated Fair Value of the Convertible Promissory Notes [Line Items]
Stock price (in Dollars per share)	$ 10
Convertible Promissory Notes [Member]
Schedule of Estimated Fair Value of the Convertible Promissory Notes [Line Items]
Stock price (in Dollars per share)		$ 10.02
Strike price (in Dollars per Item) | $ / item		11.5
Effective expiration date		Sep. 17, 2023
Volatility		7%
Risk-free rate		4.69%
Dividend yield		0%
Binomial Lattice Model [Member]
Schedule of Estimated Fair Value of the Convertible Promissory Notes [Line Items]
Stock price (in Dollars per share)	$ 10.58	$ 10.02
Strike price (in Dollars per Item) | $ / item	11.5	11.5
Effective expiration date	Sep. 17, 2024	Sep. 17, 2023
Volatility		7%
Risk-free rate	4.34%	4.69%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - Fair Value, Inputs, Level 3 [Member] - Private Placement [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at beginning	$ 50,000	$ 2,497,500
Change in valuation inputs or other assumptions	650,000	(2,447,500)
Fair value at ending	$ 700,000	$ 50,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes - Fair Value, Inputs, Level 3 [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Notes [Line Items]
Fair value at beginning	$ 88,850
Proceeds received through Convertible Promissory Note		900,000
Change in fair value		(811,150)
Restatement of Convertible Promissory Note (Note 2)	(88,850)
Fair value at ending		$ 88,850

Franchise and Income Tax With_2

Franchise and Income Tax Withdrawal (Details) - USD ($)	Apr. 09, 2024	Apr. 03, 2024	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2023
Franchise and Income Tax Withdrawal (Details) [Line Items]
Withdrew from trust account					$ 1,982,457
Remitted tax authorities					1,518,949
Remitted to government authorities					463,508
Trust funds for payment					$ 157,474
Operating expenses			$ 335,127	$ 76,974
Payment to income tax obligations	$ 11,000
Subsequent Event [Member]
Franchise and Income Tax Withdrawal (Details) [Line Items]
Payment to income tax obligations		$ 453,342
Subsequent Event [Member] | Sponsor [Member]
Franchise and Income Tax Withdrawal (Details) [Line Items]
Aggregate principal amount		$ 510,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Feb. 02, 2024	Jan. 18, 2024	Feb. 28, 2024
Subsequent Event [Line Items]
Additional extension payment		$ 11,559
Termination date		Mar. 19, 2024
Deposit	$ 500,000
Shares, Issued (in Shares)	500,000
Post-combination common stock	$ 5,000,000
Price per share (in Dollars per share)	$ 8		$ 10