Thunder Bridge Capital Partners IV (THCP) 10-Q 30 Jul 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Jul. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
Entity Central Index Key	0001843993
Entity File Number	001-40555
Entity Tax Identification Number	86-1826129
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	9912 Georgetown Pike
Entity Address, Address Line Two	Suite D203
Entity Address, City or Town	Great Falls
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22066
Entity Phone Fax Numbers [Line Items]
City Area Code	(202)
Local Phone Number	431-0507
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant
Trading Symbol	THCPU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	THCP
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	THCPW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		9,485,736
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 512	$ 13,002
Prepaid expenses	40,500	5,002
Total current assets	41,012	18,004
Cash held in Trust Account	37,529,874	37,273,384
Total assets	37,570,886	37,291,388
Current liabilities:
Accounts payable and accrued expenses	1,762,654	1,664,765
Income taxes payable	330,970	1,460,954
Excise Taxes payable	2,133,974	2,070,896
Redemptions payable, 592,601 and 0 shares at redemption value at June 30, 2024 and December 31, 2023, respectively.	6,307,847
Total current liabilities	12,540,156	5,977,615
Warrant liability	828,821	390,110
Deferred underwriting fee payable	8,278,474	8,278,474
Total liabilities	21,647,451	14,646,199
Commitments
Shares subject to possible redemption, 2,924,485 and 3,517,087 shares at redemption value at June 30, 2024 and December 31, 2023, respectively.	31,142,027	37,025,930
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
Additional paid in capital
Accumulated deficit	(15,219,248)	(14,381,397)
Total stockholders’ equity (deficit)	(15,218,592)	(14,380,741)
Total liabilities and stockholders’ equity (deficit)	37,570,886	37,291,388
Related Party
Current liabilities:
WCL Promissory Note payable - related party	896,000	781,000
2024 Promissory Note Payable - related party	1,108,711
Class A Common Stock
Stockholders’ Equity (Deficit):
Common Stock	656	656
Class B Common Stock
Stockholders’ Equity (Deficit):
Common Stock

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Redemptions payable	592,601	0
Shares subject to possible redemption, shares	2,924,485	3,517,087
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 outstanding
Class A Common Stock
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 outstanding	6,561,250	6,561,250
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 outstanding	1	1
Common Stock, shares issued	1	1

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Formation costs and other operating expenses	$ 363,669	$ 379,717	$ 571,142	$ 715,807
Loss from operations	(363,669)	(379,717)	(571,142)	(715,807)
Other income (loss):
Interest income	387,021	2,849,295	774,540	5,392,753
Change in fair value of warrant liability	(97,203)	(51,194)	(438,711)
Income (loss) before income taxes	(73,851)	2,418,384	(235,313)	4,676,946
Provision for income taxes	50,104	279,939	115,516	751,058
Net (loss) income	$ (123,955)	$ 2,138,445	$ (350,829)	$ 3,925,888
Redeemable Class A Common Stock
Other income (loss):
Weighted average shares outstanding (in Shares)	3,517,087	23,652,784	3,517,087	23,652,784
Basic net income (loss) per share (in Dollars per share)	$ 0.09	$ 0.11	$ 0.06	$ 0.19
Non-redeemable Class A and Class B Common Stock
Other income (loss):
Weighted average shares outstanding (in Shares)	6,561,252	6,561,252	6,561,252	6,561,252
Basic net income (loss) per share (in Dollars per share)	$ (0.07)	$ (0.07)	$ (0.08)	$ (0.08)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable Class A Common Stock
Diluted net income (loss) per share	$ 0.09	$ 0.11	$ 0.06	$ 0.19
Non-redeemable Class A and Class B Common Stock
Diluted net income (loss) per share	$ (0.07)	$ (0.07)	$ (0.08)	$ (0.08)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 65	$ 591		$ (11,696,926)	$ (11,696,270)
Balance (in Shares) at Dec. 31, 2022	648,056	5,913,196
Common Stock subject to redemption				(1,953,359)	(1,953,359)
Net income (loss)				1,787,443	1,787,443
Balance at Mar. 31, 2023	$ 65	$ 591		(11,862,842)	(11,862,186)
Balance (in Shares) at Mar. 31, 2023	648,056	5,913,196
Balance at Dec. 31, 2022	$ 65	$ 591		(11,696,926)	(11,696,270)
Balance (in Shares) at Dec. 31, 2022	648,056	5,913,196
Net income (loss)					3,925,888
Balance at Jun. 30, 2023	$ 656			(14,032,606)	(14,031,950)
Balance (in Shares) at Jun. 30, 2023	6,561,251	1
Balance at Mar. 31, 2023	$ 65	$ 591		(11,862,842)	(11,862,186)
Balance (in Shares) at Mar. 31, 2023	648,056	5,913,196
Conversion of Class B Common Stock to Class A Common Stock	$ 591	$ (591)
Conversion of Class B Common Stock to Class A Common Stock (in Shares)	5,913,195	(5,913,195)
Common Stock subject to redemption				(2,237,313)	(2,237,313)
Excise Tax imposed on Common Stock redemption				(2,070,896)	(2,070,896)
Net income (loss)				2,138,445	2,138,445
Balance at Jun. 30, 2023	$ 656			(14,032,606)	(14,031,950)
Balance (in Shares) at Jun. 30, 2023	6,561,251	1
Balance at Dec. 31, 2023	$ 656			(14,381,397)	(14,380,741)
Balance (in Shares) at Dec. 31, 2023	6,561,250	1
Common Stock subject to redemption				83,943	83,943
Net income (loss)				(226,874)	(226,874)
Balance at Mar. 31, 2024	$ 656			(14,524,328)	(14,523,672)
Balance (in Shares) at Mar. 31, 2024	6,561,250	1
Balance at Dec. 31, 2023	$ 656			(14,381,397)	(14,380,741)
Balance (in Shares) at Dec. 31, 2023	6,561,250	1
Net income (loss)					(350,829)
Balance at Jun. 30, 2024	$ 656			(15,219,248)	(15,218,592)
Balance (in Shares) at Jun. 30, 2024	6,561,250	1
Balance at Mar. 31, 2024	$ 656			(14,524,328)	(14,523,672)
Balance (in Shares) at Mar. 31, 2024	6,561,250	1
Common Stock subject to redemption				(507,887)	(507,887)
Excise Tax imposed on Common Stock redemption				(63,078)	(63,078)
Net income (loss)				(123,955)	(123,955)
Balance at Jun. 30, 2024	$ 656			$ (15,219,248)	$ (15,218,592)
Balance (in Shares) at Jun. 30, 2024	6,561,250	1

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flow from operating activities:
Net (loss) income	$ (350,829)	$ 3,925,888
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned in Trust Account	(774,540)	(5,392,753)
Change in fair value of Warrant liability	438,711
Changes in operating assets and liabilities:
Prepaid expenses	(35,498)	80,717
Accounts payable and accrued expenses	97,889	217,170
Income taxes payable	(1,129,984)	387,619
Net cash used in operating activities	(1,754,251)	(781,359)
Cash flows from investing activities:
Proceeds from redemption of Trust Account	518,050	1,565,444
Net cash provided by investing activities	518,050	1,565,444
Cash flows from financing activities:
Proceeds from WCL Promissory Note payable - related party	115,000	145,000
Proceeds from 2024 Promissory Note payable - related party	1,108,711
Net cash provided by financing activities	1,223,711	145,000
Net change in cash	(12,490)	929,085
Cash at the beginning of the period	13,002	32,022
Cash at the end of the period	512	961,107
Cash paid during the period for:
Income taxes	1,245,500	363,439
Supplemental disclosures of noncash activities:
Excise Tax liabilities accrued for Common Stock with redemptions	63,078	2,070,896
Reclassification of shares subject to possible redemption to redemptions payable	$ 6,307,847	$ 207,089,563

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Thunder Bridge Capital Partners IV, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 7, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is 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. As of June 30, 2024, the Company had not yet commenced any operations. All activity from the period of January 7, 2021(inception) through June 30, 2024 related to the Company’s formation, the initial public offering that was consummated by the Company on July 2, 2021 (the “Initial Public Offering”), and subsequent to the completion of the Initial Public Offering, identifying a target company for and consummating a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2021, as amended (File No. 333-254359) was declared effective on June 29, 2021 (the “IPO Registration Statement”). On July 2, 2021, the Company consummated the Initial Public Offering of 22,500,000 units (“Units” and, with respect to the (i) shares of Class A Common Stock included in the Units offered, the “Public Shares” and (ii) redeemable warrants included in the Units offered, the “Public Warrants”), generating gross proceeds of $225,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 625,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to TBCP IV, LLC (the “Sponsor”), generating gross proceeds of $6,250,000 (the “Private Placement”) (see Note 4). The Private Placement Units consist of one share of Class A Common Stock (the “Private Placement Shares”), and one-fifth of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Private Placement Warrant entitles the holder to purchase one share of the Class A Common Stock at an exercise price of $11.50 per whole share. Following the closing of the Initial Public Offering on July 2, 2021, an amount of $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed in an U.S.-based trust account (“Trust Account”), which were initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on June 22, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”) to liquidate the investments held in the Trust Account, as of July 1, 2023, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase Bank, N.A, with Continental continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs of the Initial Public Offering and the Private Placement amounted to $12,793,700 consisting of (i) $4,500,000 of underwriting fees, (ii) 8,278,474 of deferred underwriting fees (see Note 6) and (iii) $418,700 of other costs. On August 9, 2021, the underwriters of the Initial Public Offering exercised the over-allotment option in part and purchased an additional 1,152,784 units (the “Over-Allotment Units”), generating gross proceeds of $11,527,840 (the “Over-Allotment”). In conjunction with the Over-Allotment, the Company consummated a sale of an additional 23,055 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $230,550. Following the Over-Allotment, an additional $11,527,840 of proceeds was placed in the Trust Account. In connection with the partial exercise of the over-allotment option and the expiration of the over-allotment option, 555,554 shares of the Class B Common Stock were forfeited for no consideration. The Company’s executive officers and directors (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the Nasdaq Stock Market LLC (“Nasdaq”) provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated certificate of incorporation of the Company currently in effect, as amended (the “Amended and Restated Charter”), provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.65 per share, as of June 30, 2024, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (see Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. These shares of Class A Common Stock have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Amended and Restated Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (i) to vote its Founder Shares (as defined in Note 5), the Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (ii) not to propose an amendment to the Amended and Restated Charter with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any shares (including the Founder Shares) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Charter relating to stockholders’ rights of pre-Business Combination activity and (iv) that the Founder Shares and Private Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company completed its Initial Public Offering, at which time, capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Additionally, the Sponsor executed the (i) WCL Promissory Note (as defined in Note 5) and (ii) 2024 Promissory Note (as defined in Note 5) to loan the Company up to $1,500,000 and $2,000,000, respectively. Through June 30, 2024, the Company had borrowed $1,500,000 and repaid $604,000 under the WCL Promissory Note. Through June 30, 2024, the Company had borrowed approximately $1,109,000 under the 2024 Promissory Note, and approximately $891,000 remained available to finance transaction costs in connection with the initial Business Combination. Extensions of the Combination Period The Company initially had until July 2, 2023, 24 months from the closing of the Initial Public Offering, to consummate its initial Business Combination (the “Combination Period”). On June 21, 2023, the Company held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “2023 Special Meeting”) at which its stockholders approved, among other things, an amendment to the Amended and Restated Charter to (i) extend the Combination Period from July 2, 2023 to July 2, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board of Directors”)) (the “First Extension Amendment Proposal”) and (ii) provide for the right of a holder of shares of Class B Common Stock, to convert such shares into shares of Class A Common Stock on a one-for-one basis prior to the closing of a Business Combination (the “Founder Share Amendment Proposal” and together with the First Extension Amendment Proposal, the “Charter Amendment Proposals”). In connection with the vote to approve the Charter Amendment Proposals, Public Stockholders holding 20,135,697 Public Shares properly exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.28 per share (the “2023 Redemptions”), for an aggregate redemption amount of approximately $207.1 million. The 2023 Redemptions were effected on July 3, 2023. On June 26, 2024, the Company held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “2024 Special Meeting”) at which its stockholders approved, among other things, an amendment to the Amended and Restated Charter to extend the Combination Period from July 2, 2024 to January 2, 2025 (or such earlier date as determined by the Board of Directors) (the “Second Extension Amendment Proposal”). As a result of the Founder Share Conversion (as defined in Note 5) and the 2023 Redemptions, as of June 30, 2024 and December 31, 2023, there were 10,078,337 shares of Class A Common Stock issued and outstanding. (See Note 2). If the Company has not completed a Business Combination by the end of the Combination Period, pursuant to the Amended and Restated Charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board of Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and the requirements of applicable law. The underwriters of the Initial Public Offering have agreed to waive their rights to the deferred underwriting commission 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 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). 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”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. In connection with the stockholders’ vote at the 2023 Special Meeting, Public Stockholders exercised their right to redeem 20,135,697 shares of Common Stock for a total of $207,089,563. The Excise Tax should be recognized in the period incurred, that is when the repurchase occurs. Any reduction in the tax liability due to a subsequent stock issuance, or an event giving rise to an exception, that occurs within a tax year should be recorded in the period of such stock issuance or event giving rise to an exception. As of June 30, 2024 and December 31, 2023, the Company recorded $2,133,974 and $2,070,896 of Excise Tax liability calculated as 1% of the Public Shares redeemed on (i) July 3, 2023 in the 2023 Redemptions and (ii) July 2, 2024 in the 2024 Redemptions (as defined and described in Note 2). Nasdaq Notice On October 24, 2023, the Company received a letter (the “Total Stockholders Notice”) from the Listing Qualifications Department of Nasdaq (the “Nasdaq Staff”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Total Stockholders Rule”). The Total Stockholders Notice stated that the Company had until December 8, 2023 to provide Nasdaq with a plan to regain compliance. If the plan was accepted, Nasdaq Staff may grant an extension of up to 180 calendar days from the date of the Total Stockholders Notice to evidence compliance. If Nasdaq Staff did not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a Nasdaq Hearings Panel. On October 26, 2023, the Company filed a Current Report on Form 8-K to disclose its receipt of the Total Stockholders Notice in accordance with Nasdaq Listing Rule 5810(b). On December 8, 2023, the Company submitted its plan to meet the requirements under the Total Stockholders Rule. On December 13, 2023, the Company received a letter from the Nasdaq Staff granting it until April 22, 2024 to file documentation with the Nasdaq Staff from its transfer agent, or independent source, that demonstrates that its Common Stock has a minimum of 400 total holders. The Company submitted such documentation to the Nasdaq Staff on April 17, 2024. On April 26, 2024, the Company received a letter from the Nasdaq Staff (i) confirming receipt of the submitted documentation, (ii) determining that the Company is in compliance with the Total Stockholders Rule and (iii) declaring the matter now closed.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the FASB ASC and pursuant to the accounting and disclosure rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Correction of an Immaterial Error in Previously Issued Financial Statements During the three months ended December 31, 2023, the Company determined that it had made an error when calculating its December 31, 2022 accrual for legal fees in connection with the Coincheck Business Combination. Accordingly, the Company recorded an adjustment and concurrently corrected for an underaccrual of income taxes as of December 31, 2022 and revised the December 31, 2022 balances presented herein. The revised reported amount of $(11,696,270) for the December 31, 2022 Stockholders’ Equity (Deficit) balance within the accompanying unaudited condensed statements of changes in stockholders’ equity (deficit) corrects the balance of $(10,800,081) previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on August 18, 2023. The amounts reported for Stockholder Equity (Deficit) as of March 31, 2023 and June 30, 2023 in the accompany unaudited condensed statements of changes in stockholders’ equity (deficit) have also been adjusted for this correction in the same amount. Liquidity, Capital Resources and Going Concern As of June 30, 2024, the Company had a working capital deficit of approximately $12,499,000, including approximately $1,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through (i) a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, (ii) an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and (iii) the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of June 30, 2024 and December 31, 2023, there was $896,000 and $781,000, respectively, outstanding under the WCL Promissory Note and $1,108,711 and $0, respectively, outstanding under the 2024 Promissory Note (see Note 5). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern” (“ASC 205-40”), the Company has evaluated its liquidity and financial condition and determined that it is probable the Company will not be able to meet its obligations over the period of one year from the issuance date of the accompanying unaudited condensed financial statements. In addition, while the Company plans to seek additional funding or to consummate an initial Business Combination, there is no guarantee the Company will be able to borrow such funds from its Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors in order to meet its obligations through the earlier of the consummation of an initial Business Combination or one year from this filing. The Company has determined that the uncertainty surrounding its liquidity condition raises substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In connection with the vote to approve the Charter Amendment Proposals and the 2023 Redemptions, the Company received $1,565,444 from Continental, the trustee of the Trust Account, from the excess interest in the Trust Account, pursuant to the Company’s letter of instructions requesting a withdrawal sufficient to meet any potential estimated tax obligations. In connection with the vote to approve the Second Extension Amendment Proposal and the 2024 Redemptions, the Company received $518,050 from Continental, from the excess interest in the Trust Account, pursuant to the Company’s letter of instructions requesting a withdrawal sufficient to meet any potential estimated tax obligations. The Company anticipates continuing to make payments on its operating expenses, including taxes as they become due and payable through a combination of cash held on the balance sheet and advances from the Working Capital Loans (as defined in Note 5) and under the 2024 Promissory Note. The Company estimates as of June 30, 2024, income taxes payable of $330,970. As of June 30, 2024, the Company’s cash balances are insufficient to pay its estimated income tax obligation. The Sponsor has advised the Company that it is prepared to honor advances to meet the Company’s income tax obligations, less any cash held on the Company’s balance sheet, as they become due. For the six months ended June 30, 2024, the Company made payments for operating expenses, including taxes, as well as other expenses and obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed 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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $512 and $13,002 in cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged against the carrying value of Class A Common Stock or the statement of operations based on the relative value of the Class A Common Stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, offering costs in the aggregate of $13,427,731 were recognized, $269,805 of which was allocated to the Warrants and immediately expensed included in formation costs and other operating expenses, and $13,157,926 was allocated to Class A Common Stock, reducing the carrying amount of such shares. Cash Held in Trust Account On June 22, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account as of July 1, 2023, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase Bank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or liquidation. As a result, at June 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank. Shares Subject to Possible Redemption All of the Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature that allows for the redemption of such shares (i) in connection with the Company’s liquidation, (ii) if there is a shareholder vote or tender offer in connection with the Business Combination and (iii) in connection with certain amendments to the Amended and Restated Charter. In accordance with ASC 480, conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, such shares are classified as stockholders’ equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of June 30, 2024 and December 31, 2023, 3,517,087 and 3,517,087 shares of Class A Common Stock, respectively, representing the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the accompanying condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected by charges against shares of Common Stock and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, the (i) Class A Common Stock subject to possible redemption and non-redeemable Class A Common Stock and (ii) Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of Common Stock is computed by dividing net income (loss) by the weighted average number of Common Stock outstanding during the period. The calculation of diluted net income (loss) per share does not consider the effect of the (i) Public Warrants issued in connection with the Initial Public Offering, (ii) sale of the Private Placement Warrants in the Private Placement and (iii) shares of Common Stock and Warrants issuable upon the conversion of the WCL Promissory Note, because the exercise of the Warrants and the conversion of the WCL Promissory Note is contingent upon the occurrence of future events. The following tables reflect the calculation of basic and diluted net income (loss) per share: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net Income (Loss) $ (123,955 ) $ 2,138,445 $ (350,829 ) $ 3,925,888 Accretion of redeemable Common Stock to redemption amount (507,887 ) (2,237,313 ) (423,944 ) (4,190,672 ) Excise Taxes on stock redemption (63,078 ) (2,070,896 ) (63,078 ) (2,070,896 ) Net income (loss) including accretion of temporary equity to redemption value and Excise Taxes on stock redemption $ (694,920 ) $ (2,169,764 ) $ (837,851 ) $ (2,335,680 ) For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- redeemable Redeemable Non- Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) including accretion of temporary equity to redemption value $ (242,510 ) $ (452,410 ) $ (1,698,580 ) $ (471,184 ) $ (292,389 ) $ (545,462 ) $ (1,828,466 ) $ (507,214 ) Accretion of redeemable Common Stock to redemption value 507,887 - 2,237,313 - 423,944 - 4,190,672 - Excise Taxes on stock redemption 63,078 - 2,070,896 - 63,078 - 2,070,896 - Net income (loss) $ 328,445 $ (452,410 ) $ 2,609,629 $ (471,184 ) $ 194,633 $ (545,462 ) $ 4,433,102 $ (507,214 ) Denominator: Basic and diluted weighted average shares of Common Stock outstanding 3,517,087 6,561,252 23,652,784 6,561,252 3,517,087 6,561,252 23,652,784 6,561,252 Basic and diluted net income (loss) per share $ 0.09 $ (0.07 ) $ 0.11 $ (0.07 ) $ 0.06 $ (0.08 ) $ 0.19 $ (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and Management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the accompanying condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrants The Company accounts for the Warrants as liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants (i) are freestanding financial instruments pursuant to ASC 480, (ii) meet the definition of a liability pursuant to ASC 480, and (iii) meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent reporting period while the Warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the Warrants where not all of the stockholders also receive cash, the Warrants do not meet the criteria for equity treatment thereunder, as such, the Warrants must be recorded as derivative liability. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed statements of operations. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of June 30, 2024 through the date the accompanying unaudited condensed financial statements were issued. Based upon the review, Management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements, except as follows: In connection with the 2024 Special Meeting and the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 592,601 As a result of the 2024 Redemptions, there are 9,485,736 shares of Class A Common Stock issued and outstanding. On July 18, 2024, the Company received a written notice (the “36-Month Notice”) from the Nasdaq Staff indicating that unless the Company timely requests a hearing before the Nasdaq Hearings Panel, trading of the Company’s securities on Nasdaq would be suspended due to the Company’s non-compliance with Nasdaq Listing Rule IM-5101-2 (the “36-Month Rule”), which requires that a special purpose acquisition companies (“SPAC”) complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the 36-Month Notice. On July 25, 2024, Nasdaq granted the Company’s hearing request, which stayed the suspension of trading of the Company’s securities on Nasdaq until the hearing process concludes and the Nasdaq Hearings Panel issues a written decision. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with the 36-Month Rule, and maintain compliance with other Nasdaq listing requirements. On July 29, 2024, the underwriters of the Initial Public Offering agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, pursuant to the Underwriting Agreement, dated June 29, 2021, the Company entered into with Morgan Stanley & Co. LLC (the “Underwriting Agreement”), 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 the Company’s liquidation (see Note 1).

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On July 2, 2021, the Company consummated its Initial Public Offering of 22,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-fifth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per whole share (see Note 7). On August 9, 2021, the underwriter of the Initial Public Offering exercised the over-allotment option in part and purchased an additional 1,152,784 Over-Allotment Units at $10.00 per Over-Allotment Unit.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT On July 2, 2021, simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 625,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $6,250,000 in the Private Placement. On August 9, 2021, in connection with the Over-Allotment, the Company consummated a sale of an additional 23,055 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $230,550. Each Private Placement Unit is identical to the Units offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Shares or Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Company recorded the excess of the fair value of the Private Placement Warrants over the proceeds of $1,250 as a financing expense upon the closing of the Initial Public Offering.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, the Company issued an aggregate of 6,468,750 shares of Class B Common Stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On August 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,152,784 Over-Allotment Units. In connection with the partial exercise of the over-allotment option and the expiration of the over-allotment option on August 9, 2021, 555,554 shares of Class B Common Stock were forfeited by the Sponsor for no consideration. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. On June 29, 2023, following the approval of the Founder Share Amendment Proposal by the Company’s stockholders at the 2023 Special Meeting, the Company issued an aggregate of 5,913,195 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor as Founder Shares (the “Founder Share Conversion”). The 5,913,195 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, as described above. As a result of the Founder Share Conversion and the 2023 Redemptions, the Sponsor held approximately 65.1% of the issued and outstanding shares of Class A Common Stock at June 30, 2024. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The promissory notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of promissory notes may be converted upon consummation of a Business Combination into units at a price of $10.00 per unit. The units will be identical to the Private Placement Units. 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. On March 25, 2022, the Company issued a promissory note, representing a Working Capital Loan from the Sponsor, of up to $1,500,000 (as amended and restated, the “WCL Promissory Note”). At June 30, 2024 and December 31, 2023 there was $896,000 and $781,000 outstanding under the WCL Promissory Note, respectively. Through June 30, 2024, the Company had borrowed $1,500,000 and repaid $604,000 of the total advanced, so that $0 remained available to finance transaction costs in connection with the initial Business Combination. The fair value of the WCL Promissory Note as of June 30, 2024 and December 31, 2023 was $896,000 and $781,000, respectively, with changes in fair value recorded to the accompanying unaudited condensed statements of operations. For the three and six months ended June 30, 2024 and 2023, there were no changes in fair value recorded to the accompanying unaudited condensed statements of operations. On March 28, 2024, the Company issued a promissory note to the Sponsor in the principal amount of up to $1,000,000 (as amended and restated, the “2024 Promissory Note”). On May 15, 2024, the Company amended and restated the 2024 Promissory Note to the Sponsor to increase the principal amount from up to $1,000,000 to up to $2,000,000. The rest of the terms of the 2024 Promissory Note remain the same, including that the 2024 Promissory Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the initial Business Combination, and (ii) the date of the Company’s liquidation. At June 30, 2024, there was $1,108,711 outstanding under the 2024 Promissory Note and approximately $891,000 remained available to borrow under the 2024 Promissory Note. Administrative Services Agreement On June 29, 2021, the Company entered into an Administrative Services Agreement with First Capital Group, LLC, an affiliate of the Sponsor (“First Capital”, and such agreement, the “Administrative Services Agreement”). Pursuant to the Administrative Services Agreement, Advisory Agreement On June 29, 2021, the Company entered into an Advisory Agreement with an affiliate of its Chief Executive Officer (the “Advisory Agreement”).

Commitments

Commitments	6 Months Ended
	Jun. 30, 2024
Commitments [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Units and any units that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the Underwriting Agreement, the Company granted the underwriters of the Initial Public Offering a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,152,784 Over-Allotment Units. The underwriters were paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering and the exercise of the Over-Allotment, or $4,730,557. In addition, the underwriters are entitled to a deferred fee of three and half percent (3.5%) of the gross proceeds of the Initial Public Offering and the Over-Allotment, or $8,278,474. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the Underwriting Agreement.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2024
Warrants [Abstract]
WARRANTS	NOTE 7. WARRANTS The Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (i) 30 days after the consummation of a Business Combination or (ii) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public 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 Public 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 15 business days after the closing of the Business Combination, it will use its best efforts to file with the SEC, and within 60 business days following the 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. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the Warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. In addition, once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares of Class A Common Stock to be determined by reference to a formula set out in the warrant agreement, dated June 29, 2021, by and between the Company and Continental (the “Warrant Agreement”); ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class Common Stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the Warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”); and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities) for any 20 trading days within the 30-day Reference Period, the Private Placement Warrants are also concurrently redeemed at the same price and terms as the outstanding Public Warrants (provided that the redemption may be on a cashless basis). If and when the Public Warrants become redeemable by the Company, it may exercise its redemption rights even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws; provided, that the Company will use its best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered by the Company in the Initial Public Offering. The exercise price and number of shares 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, or recapitalization, reorganization, merger or consolidation. 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 the 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 (i) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. 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 will and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable 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 will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (other than in the case the Public Warrants are redeemed for $0.10 as described above). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Warrant Agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A Common Stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the Warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the Warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the Warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. At June 30, 2024 and December 31, 2023, there were (i) 4,730,557 whole Public Warrants outstanding with a fair value of $804,195 and $378,445, respectively, and (ii) 129,611 Private Placement Warrants outstanding with a fair value of $24,626 and $11,665, respectively. The Company accounts for the 4,730,557 Public Warrants and the 129,611 Private Placement Warrants issued and outstanding in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a derivative liability. The Company believes that the adjustments to the exercise price of the Warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40, and thus the Warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each Warrant as a liability at its fair value and the Warrants have been allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the Warrant liability will be adjusted to fair value, with the change in fair value recognized in the accompanying unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	6 Months Ended
	Jun. 30, 2024
Stockholders
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At June 30, 2024 and December 31, 2023, there were no Class A Common Stock The Company is authorized to issue up to 200,000,000 shares of Class A Common Stock. Holders of the Class A Common Stock are entitled to one vote for each share. In connection with the 2023 Special Meeting and the vote to approve the Charter Amendment Proposals, Public Stockholders holding 20,135,697 Public Shares elected to redeem such Public Shares from the Trust Account for approximately $10.28 per share, or an aggregate of approximately $207.1 million. These shares were subsequently redeemed on July 3, 2023. As a result of the Founder Share Conversion and the 2023 Redemptions, as of June 30, 2024 and December 31, 2023, there were 6,561,250 shares of Class A Common Stock issued and outstanding (excluding 3,517,087 and 3,517,087 shares of Class A Common Stock subject to possible redemption). In connection with the 2024 Special Meeting and the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 592,601 Class B Common Stock The Company is authorized to issue up to 20,000,000 shares of Class B Common Stock. Holders of the Class B Common Stock are entitled to one vote for each share. On June 29, 2023, following the approval of the Founder Share Amendment Proposal by the Company’s stockholders at the 2023 Special Meeting, the Company issued an aggregate of 5,913,195 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor as Founder Shares. The 5,913,195 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion (see Note 5). Following the Founder Share Conversion and the 2023 Redemptions, at June 30, 2024 and December 31, 2023, there were 10,078,337 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding and the Sponsor held approximately 65.1% of the issued and outstanding shares of Class A Common Stock. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law; provided that only holders of Class B Common Stock have the right to vote for the election of directors prior to the Business Combination. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. The Company may issue additional Common Stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS “Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities including those that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description Level 2024 2023 Assets: Cash held in Trust Account (1) 1 $ 37,529,874 $ 37,273,384 Liabilities: Public Warrants (1) 1 $ 804,195 $ 378,445 Private Placement Warrants (1) 2 24,626 11,665 WCL Promissory Note payable – related party (1) 3 896,000 781,000 2024 Promissory Note payable – related party 3 1,108,711 - (1) Measured at fair value on a recurring basis. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrant liabilities on the accompanying condensed balance sheets. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrant liabilities in the accompanying unaudited condensed statements of operations. Subsequent Measurement The warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2024 and December 31, 2023, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “THCPW”. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is classified as Level 2, due to the use of observable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at the subsequent measurement date: Input June 30, Risk-free interest rate 4.33 % Expected term (years) 5 Expected term to consummate the Business Combination (years) 0.51 Expected Volatility 23.5 % Exercise Price 11.50 Stock price 10.59 As of June 30, 2024, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $24,626 and $804,195, respectively. The following table presents the changes in the fair value of Warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2023 $ 11,665 $ 378,445 $ 390,110 Change in valuation inputs and other assumptions 12,961 425,750 438,711 Fair value as of June 30, 2024 $ 24,626 $ 804,195 $ 828,821 Private Placement Public Warrant Fair value as of December 31, 2022 $ 28,515 $ 898,806 $ 927,321 Change in valuation inputs and other assumptions - - - Fair value as of June 30, 2023 $ 28,515 $ 898,806 $ 927,321

Business Combination

Business Combination	6 Months Ended
	Jun. 30, 2024
Business Combination [Abstract]
BUSINESS COMBINATION	NOTE 10. BUSINESS COMBINATION On March 22, 2022, the Company entered into a business combination agreement (as amended, the “Coincheck Business Combination Agreement”), by and among the Company, Coincheck Group B.V., a Dutch private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid godo kaisha If the Coincheck Business Combination Agreement is approved by the Company’s stockholders, and the transactions contemplated by the Coincheck Business Combination Agreement are consummated, (i) Coincheck equityholders will conduct a share exchange pursuant to which they will receive shares of PubCo and Coincheck will become a wholly owned subsidiary of PubCo and (ii) the Company will merge with and into a wholly-owned subsidiary of PubCo, with the Company continuing as the surviving corporation and a wholly owned subsidiary of PubCo, with Company stockholders and warrantholders receiving identical numbers of securities of PubCo (collectively, the “Coincheck Business Combination”). As consideration for the Coincheck Business Combination, Coincheck equityholders will receive approximately $1.25 billion in PubCo securities, valued at $10.00 per ordinary share, as well as the contingent right to receive up to 50 million PubCo ordinary shares as an earn out, with 25 million ordinary shares to be awarded if the closing price of PubCo ordinary shares equals or exceeds $12.50 for 20 out of 30 consecutive trading days, and 25 million ordinary shares to be issued if the closing price of PubCo ordinary shares equals or exceeds $15.00 for 20 out of 30 consecutive trading days. The consummation of the Coincheck Business Combination is subject to customary closing conditions, as well as a minimum cash condition of $100 million, after giving effect to any redemptions by Company stockholders, and third-party financing, if any. The foregoing description of the Coincheck Business Combination Agreement is subject to and qualified in its entirety by reference to the full text of the (i) Coincheck Business Combination Agreement, a copy of which was filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024 (the “2023 Annual Report”), (ii) amendment to the Coincheck Business Combination Agreement, a copy of which was filed with the 2023 Annual Report and (iii) second amendment to the Coincheck Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (this “Report”). Other than as specifically discussed, this Report and the 2023 Annual Report do not give effect to the proposed Coincheck Business Combination.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (123,955)	$ (226,874)	$ 2,138,445	$ 1,787,443	$ (350,829)	$ 3,925,888

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the FASB ASC and pursuant to the accounting and disclosure rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.
Correction of an Immaterial Error in Previously Issued Financial Statements	Correction of an Immaterial Error in Previously Issued Financial Statements During the three months ended December 31, 2023, the Company determined that it had made an error when calculating its December 31, 2022 accrual for legal fees in connection with the Coincheck Business Combination. Accordingly, the Company recorded an adjustment and concurrently corrected for an underaccrual of income taxes as of December 31, 2022 and revised the December 31, 2022 balances presented herein. The revised reported amount of $(11,696,270) for the December 31, 2022 Stockholders’ Equity (Deficit) balance within the accompanying unaudited condensed statements of changes in stockholders’ equity (deficit) corrects the balance of $(10,800,081) previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on August 18, 2023. The amounts reported for Stockholder Equity (Deficit) as of March 31, 2023 and June 30, 2023 in the accompany unaudited condensed statements of changes in stockholders’ equity (deficit) have also been adjusted for this correction in the same amount.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern As of June 30, 2024, the Company had a working capital deficit of approximately $12,499,000, including approximately $1,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through (i) a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, (ii) an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and (iii) the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of June 30, 2024 and December 31, 2023, there was $896,000 and $781,000, respectively, outstanding under the WCL Promissory Note and $1,108,711 and $0, respectively, outstanding under the 2024 Promissory Note (see Note 5). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern” (“ASC 205-40”), the Company has evaluated its liquidity and financial condition and determined that it is probable the Company will not be able to meet its obligations over the period of one year from the issuance date of the accompanying unaudited condensed financial statements. In addition, while the Company plans to seek additional funding or to consummate an initial Business Combination, there is no guarantee the Company will be able to borrow such funds from its Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors in order to meet its obligations through the earlier of the consummation of an initial Business Combination or one year from this filing. The Company has determined that the uncertainty surrounding its liquidity condition raises substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In connection with the vote to approve the Charter Amendment Proposals and the 2023 Redemptions, the Company received $1,565,444 from Continental, the trustee of the Trust Account, from the excess interest in the Trust Account, pursuant to the Company’s letter of instructions requesting a withdrawal sufficient to meet any potential estimated tax obligations. In connection with the vote to approve the Second Extension Amendment Proposal and the 2024 Redemptions, the Company received $518,050 from Continental, from the excess interest in the Trust Account, pursuant to the Company’s letter of instructions requesting a withdrawal sufficient to meet any potential estimated tax obligations. The Company anticipates continuing to make payments on its operating expenses, including taxes as they become due and payable through a combination of cash held on the balance sheet and advances from the Working Capital Loans (as defined in Note 5) and under the 2024 Promissory Note. The Company estimates as of June 30, 2024, income taxes payable of $330,970. As of June 30, 2024, the Company’s cash balances are insufficient to pay its estimated income tax obligation. The Sponsor has advised the Company that it is prepared to honor advances to meet the Company’s income tax obligations, less any cash held on the Company’s balance sheet, as they become due. For the six months ended June 30, 2024, the Company made payments for operating expenses, including taxes, as well as other expenses and obligations.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed 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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $512 and $13,002 in cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged against the carrying value of Class A Common Stock or the statement of operations based on the relative value of the Class A Common Stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, offering costs in the aggregate of $13,427,731 were recognized, $269,805 of which was allocated to the Warrants and immediately expensed included in formation costs and other operating expenses, and $13,157,926 was allocated to Class A Common Stock, reducing the carrying amount of such shares.
Cash Held in Trust Account	Cash Held in Trust Account On June 22, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account as of July 1, 2023, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase Bank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or liquidation. As a result, at June 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank.
Shares Subject to Possible Redemption	Shares Subject to Possible Redemption All of the Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature that allows for the redemption of such shares (i) in connection with the Company’s liquidation, (ii) if there is a shareholder vote or tender offer in connection with the Business Combination and (iii) in connection with certain amendments to the Amended and Restated Charter. In accordance with ASC 480, conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, such shares are classified as stockholders’ equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of June 30, 2024 and December 31, 2023, 3,517,087 and 3,517,087 shares of Class A Common Stock, respectively, representing the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the accompanying condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected by charges against shares of Common Stock and accumulated deficit.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, the (i) Class A Common Stock subject to possible redemption and non-redeemable Class A Common Stock and (ii) Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of Common Stock is computed by dividing net income (loss) by the weighted average number of Common Stock outstanding during the period. The calculation of diluted net income (loss) per share does not consider the effect of the (i) Public Warrants issued in connection with the Initial Public Offering, (ii) sale of the Private Placement Warrants in the Private Placement and (iii) shares of Common Stock and Warrants issuable upon the conversion of the WCL Promissory Note, because the exercise of the Warrants and the conversion of the WCL Promissory Note is contingent upon the occurrence of future events. The following tables reflect the calculation of basic and diluted net income (loss) per share: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net Income (Loss) $ (123,955 ) $ 2,138,445 $ (350,829 ) $ 3,925,888 Accretion of redeemable Common Stock to redemption amount (507,887 ) (2,237,313 ) (423,944 ) (4,190,672 ) Excise Taxes on stock redemption (63,078 ) (2,070,896 ) (63,078 ) (2,070,896 ) Net income (loss) including accretion of temporary equity to redemption value and Excise Taxes on stock redemption $ (694,920 ) $ (2,169,764 ) $ (837,851 ) $ (2,335,680 ) For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- redeemable Redeemable Non- Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) including accretion of temporary equity to redemption value $ (242,510 ) $ (452,410 ) $ (1,698,580 ) $ (471,184 ) $ (292,389 ) $ (545,462 ) $ (1,828,466 ) $ (507,214 ) Accretion of redeemable Common Stock to redemption value 507,887 - 2,237,313 - 423,944 - 4,190,672 - Excise Taxes on stock redemption 63,078 - 2,070,896 - 63,078 - 2,070,896 - Net income (loss) $ 328,445 $ (452,410 ) $ 2,609,629 $ (471,184 ) $ 194,633 $ (545,462 ) $ 4,433,102 $ (507,214 ) Denominator: Basic and diluted weighted average shares of Common Stock outstanding 3,517,087 6,561,252 23,652,784 6,561,252 3,517,087 6,561,252 23,652,784 6,561,252 Basic and diluted net income (loss) per share $ 0.09 $ (0.07 ) $ 0.11 $ (0.07 ) $ 0.06 $ (0.08 ) $ 0.19 $ (0.08 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and Management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the accompanying condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants	Warrants The Company accounts for the Warrants as liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants (i) are freestanding financial instruments pursuant to ASC 480, (ii) meet the definition of a liability pursuant to ASC 480, and (iii) meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent reporting period while the Warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the Warrants where not all of the stockholders also receive cash, the Warrants do not meet the criteria for equity treatment thereunder, as such, the Warrants must be recorded as derivative liability. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed statements of operations.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Subsequent Events	Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of June 30, 2024 through the date the accompanying unaudited condensed financial statements were issued. Based upon the review, Management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements, except as follows: In connection with the 2024 Special Meeting and the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 592,601 As a result of the 2024 Redemptions, there are 9,485,736 shares of Class A Common Stock issued and outstanding. On July 18, 2024, the Company received a written notice (the “36-Month Notice”) from the Nasdaq Staff indicating that unless the Company timely requests a hearing before the Nasdaq Hearings Panel, trading of the Company’s securities on Nasdaq would be suspended due to the Company’s non-compliance with Nasdaq Listing Rule IM-5101-2 (the “36-Month Rule”), which requires that a special purpose acquisition companies (“SPAC”) complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the 36-Month Notice. On July 25, 2024, Nasdaq granted the Company’s hearing request, which stayed the suspension of trading of the Company’s securities on Nasdaq until the hearing process concludes and the Nasdaq Hearings Panel issues a written decision. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with the 36-Month Rule, and maintain compliance with other Nasdaq listing requirements. On July 29, 2024, the underwriters of the Initial Public Offering agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, pursuant to the Underwriting Agreement, dated June 29, 2021, the Company entered into with Morgan Stanley & Co. LLC (the “Underwriting Agreement”), 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 the Company’s liquidation (see Note 1).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	The following tables reflect the calculation of basic and diluted net income (loss) per share: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Net Income (Loss) $ (123,955 ) $ 2,138,445 $ (350,829 ) $ 3,925,888 Accretion of redeemable Common Stock to redemption amount (507,887 ) (2,237,313 ) (423,944 ) (4,190,672 ) Excise Taxes on stock redemption (63,078 ) (2,070,896 ) (63,078 ) (2,070,896 ) Net income (loss) including accretion of temporary equity to redemption value and Excise Taxes on stock redemption $ (694,920 ) $ (2,169,764 ) $ (837,851 ) $ (2,335,680 )
Schedule of Basic and Diluted Net Income of Redeemable and Non- Redeembable	For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- redeemable Redeemable Non- Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) including accretion of temporary equity to redemption value $ (242,510 ) $ (452,410 ) $ (1,698,580 ) $ (471,184 ) $ (292,389 ) $ (545,462 ) $ (1,828,466 ) $ (507,214 ) Accretion of redeemable Common Stock to redemption value 507,887 - 2,237,313 - 423,944 - 4,190,672 - Excise Taxes on stock redemption 63,078 - 2,070,896 - 63,078 - 2,070,896 - Net income (loss) $ 328,445 $ (452,410 ) $ 2,609,629 $ (471,184 ) $ 194,633 $ (545,462 ) $ 4,433,102 $ (507,214 ) Denominator: Basic and diluted weighted average shares of Common Stock outstanding 3,517,087 6,561,252 23,652,784 6,561,252 3,517,087 6,561,252 23,652,784 6,561,252 Basic and diluted net income (loss) per share $ 0.09 $ (0.07 ) $ 0.11 $ (0.07 ) $ 0.06 $ (0.08 ) $ 0.19 $ (0.08 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities including those that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description Level 2024 2023 Assets: Cash held in Trust Account (1) 1 $ 37,529,874 $ 37,273,384 Liabilities: Public Warrants (1) 1 $ 804,195 $ 378,445 Private Placement Warrants (1) 2 24,626 11,665 WCL Promissory Note payable – related party (1) 3 896,000 781,000 2024 Promissory Note payable – related party 3 1,108,711 - (1) Measured at fair value on a recurring basis.
Schedule of Private Placement Warrants	The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at the subsequent measurement date: Input June 30, Risk-free interest rate 4.33 % Expected term (years) 5 Expected term to consummate the Business Combination (years) 0.51 Expected Volatility 23.5 % Exercise Price 11.50 Stock price 10.59
Schedule of Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of Warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2023 $ 11,665 $ 378,445 $ 390,110 Change in valuation inputs and other assumptions 12,961 425,750 438,711 Fair value as of June 30, 2024 $ 24,626 $ 804,195 $ 828,821 Private Placement Public Warrant Fair value as of December 31, 2022 $ 28,515 $ 898,806 $ 927,321 Change in valuation inputs and other assumptions - - - Fair value as of June 30, 2023 $ 28,515 $ 898,806 $ 927,321

Description of Organization a_2

Description of Organization and Business Operations (Details)						6 Months Ended	12 Months Ended
	Dec. 13, 2023	Oct. 24, 2023	Aug. 16, 2022	Aug. 09, 2021 USD ($) $ / shares shares	Jul. 02, 2021 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares
Organization and Business Operations [Line Items]
Gross proceeds					$ 225,000,000
Number of shares in a unit (in Shares) | shares					1
Transaction costs						$ 0
Underwriting fees						4,730,557
Deferred underwriting fees						8,278,474
Other costs						$ 418,700
Percentage of fair market value						80%
Redemption rights percentage						15%
Public price share (in Dollars per share) | $ / shares						$ 10
Trust account, price per share (in Dollars per share) | $ / shares						$ 10
Repaid						$ 1,108,711
Redemption price per share (in Dollars per share) | $ / shares						$ 10.64
Aggregate redemption amount						$ 207,100,000
Shares of common stock (in Shares) | shares						10,078,337	10,078,337
Interest to pay dissolution expenses						$ 100,000
Excise tax percentage			1%
Shares of common stock (in Shares) | shares						20,135,697
Total shares						$ 207,089,563
Excise tax liability						$ 2,133,974	$ 2,070,896
Shares redeemed percentage						1%
NASDAQ CAPITAL MARKET [Member]
Organization and Business Operations [Line Items]
Number of shareholders		400
NASDAQ CAPITAL MARKET [Member] | Minimum [Member]
Organization and Business Operations [Line Items]
Number of shareholders	400
Business Combination [Member]
Organization and Business Operations [Line Items]
Ownership percentage						50%
Net tangible assets						$ 5,000,001
2024 Promissory Note [Member]
Organization and Business Operations [Line Items]
Finance transaction costs						891,000
2024 Promissory Note [Member] | Maximum [Member]
Organization and Business Operations [Line Items]
Loan						1,500,000
2024 Promissory Note [Member] | Minimum [Member]
Organization and Business Operations [Line Items]
Loan						2,000,000
WCL Promissory Note [Member]
Organization and Business Operations [Line Items]
Borrowed amount						1,500,000
Repaid						604,000
Promissory Note [Member]
Organization and Business Operations [Line Items]
Borrowed amount						$ 1,109,000
IR Act [Member]
Organization and Business Operations [Line Items]
Federal excise tax			1%
Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Sale of stock price (in Dollars per share) | $ / shares						$ 12
Private placement warrant class a common stock exercise price per share (in Dollars per share) | $ / shares					$ 11.5
Redemption price per share (in Dollars per share) | $ / shares						$ 10.28
Aggregate redemption amount						$ 207,100,000
IPO [Member]
Organization and Business Operations [Line Items]
Number of units issued (in Shares) | shares					22,500,000
Sale of stock price (in Dollars per share) | $ / shares					$ 10
Net proceeds sale					$ 225,000,000
Price per share (in Dollars per share) | $ / shares					$ 10
Price per unit (in Dollars per share) | $ / shares						$ 10
Private Placement [Member]
Organization and Business Operations [Line Items]
Number of units issued (in Shares) | shares						625,000
Sale of stock price (in Dollars per share) | $ / shares						$ 10
Private Placement [Member] | Business Combination [Member]
Organization and Business Operations [Line Items]
Transaction costs						$ 12,793,700
Underwriting fees						4,500,000
Private Placement [Member] | Sponsor [Member]
Organization and Business Operations [Line Items]
Gross proceeds						$ 6,250,000
Sale of units (in Shares) | shares				23,055
Price per share (in Dollars per share) | $ / shares				$ 10	$ 10
Total shares				$ 230,550
Private Placement [Member] | Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Number of shares in a unit (in Shares) | shares						1
Private placement warrant class a common stock exercise price per share (in Dollars per share) | $ / shares						$ 11.5
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Number of units issued (in Shares) | shares				1,152,784
Gross proceeds				$ 11,527,840
Sale of units (in Shares) | shares				1,152,784
Price per share (in Dollars per share) | $ / shares				$ 10
Additional proceeds in trust account				$ 11,527,840
Over-Allotment Option [Member] | Sponsor [Member]
Organization and Business Operations [Line Items]
Gross proceeds				$ 230,550
Over-Allotment Option [Member] | Class B Common Stock [Member]
Organization and Business Operations [Line Items]
Forfeited shares (in Shares) | shares				555,554
Public Shares [Member]
Organization and Business Operations [Line Items]
Price per share (in Dollars per share) | $ / shares						$ 10.65
Founder Shares [Member] | Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Public stockholders shares (in Shares) | shares						20,135,697

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Stockholders’ equity (deficit)	$ (15,218,592)	$ (14,523,672)	$ (14,380,741)	$ (14,031,950)	$ (11,862,186)	$ (11,696,270)
Working capital deficit	12,499,000
Received at trust account	1,565,444
Principal amount	518,050
Income taxes payable	330,970		1,460,954
Cash	512		13,002
Offering costs expense	13,427,731
Warrants	$ 828,821		390,110
Subject to possible redemption shares (in Shares)	9,485,736
Federal depository insurance corporation coverage	$ 250,000
Public shares (in Shares)	592,601
Redemption price (in Dollars per share)	$ 10.64
Aggregate redemption amount	$ 207,100,000
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants	269,805
Revised [Member]
Summary of Significant Accounting Policies [Line Items]
Stockholders’ equity (deficit)						11,696,270
Previously Reported [Member]
Summary of Significant Accounting Policies [Line Items]
Stockholders’ equity (deficit)						$ 10,800,081
2024 Redemptions [Member]
Summary of Significant Accounting Policies [Line Items]
Aggregate redemption amount	6,300,000
Sponsor [Member]
Summary of Significant Accounting Policies [Line Items]
Contribution amount from sponsor	25,000
WCL Promissory Note [Member]
Summary of Significant Accounting Policies [Line Items]
Notes payable	896,000		781,000
2024 Promissory Note [Member]
Summary of Significant Accounting Policies [Line Items]
Notes payable	1,108,711		$ 0
Operating Bank Account [Member]
Summary of Significant Accounting Policies [Line Items]
Working capital deficit	1,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Formation costs and other operating expenses	$ 13,157,926
Subject to possible redemption shares (in Shares)	3,517,087		3,517,087
Redemption price (in Dollars per share)	$ 10.28
Aggregate redemption amount	$ 207,100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract]
Net Income (Loss)	$ (123,955)	$ 2,138,445	$ (350,829)	$ 3,925,888
Accretion of redeemable Common Stock to redemption amount	(507,887)	(2,237,313)	(423,944)	(4,190,672)
Excise Taxes on stock redemption	(63,078)	(2,070,896)	(63,078)	(2,070,896)
Net income (loss) including accretion of temporary equity to redemption value and Excise Taxes on stock redemption	$ (694,920)	$ (2,169,764)	$ (837,851)	$ (2,335,680)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income of Redeemable and Non- Redeembable - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable [Member]
Numerator:
Allocation of net income (loss) including accretion of temporary equity to redemption value	$ (242,510)	$ (1,698,580)	$ (292,389)	$ (1,828,466)
Accretion of redeemable Common Stock to redemption value	507,887	2,237,313	423,944	4,190,672
Excise Taxes on stock redemption	63,078	2,070,896	63,078	2,070,896
Net income (loss)	$ 328,445	$ 2,609,629	$ 194,633	$ 4,433,102
Denominator:
Basic Common Stock outstanding (in Shares)	3,517,087	23,652,784	3,517,087	23,652,784
Basic net income (loss) per share (in Dollars per share)	$ 0.09	$ 0.11	$ 0.06	$ 0.19
Non- redeemable [Member]
Numerator:
Allocation of net income (loss) including accretion of temporary equity to redemption value	$ (452,410)	$ (471,184)	$ (545,462)	$ (507,214)
Accretion of redeemable Common Stock to redemption value
Excise Taxes on stock redemption
Net income (loss)	$ (452,410)	$ (471,184)	$ (545,462)	$ (507,214)
Denominator:
Basic Common Stock outstanding (in Shares)	6,561,252	6,561,252	6,561,252	6,561,252
Basic net income (loss) per share (in Dollars per share)	$ (0.07)	$ (0.07)	$ (0.08)	$ (0.08)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income of Redeemable and Non- Redeembable (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income of Redeemable and Non- Redeembable (Parentheticals) [Line Items]
Diluted Common Stock outstanding	3,517,087	23,652,784	3,517,087	23,652,784
Diluted net income (loss) per share	$ 0.09	$ 0.11	$ 0.06	$ 0.19
Non- redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income of Redeemable and Non- Redeembable (Parentheticals) [Line Items]
Diluted Common Stock outstanding	6,561,252	6,561,252	6,561,252	6,561,252
Diluted net income (loss) per share	$ (0.07)	$ (0.07)	$ (0.08)	$ (0.08)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Aug. 09, 2021	Jul. 02, 2021
Initial Public Offering [Line Items]
Number of shares in a unit		1
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Exercise price		$ 11.5
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of units issued		22,500,000
Purchase price, per unit		$ 10
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units issued	1,152,784
Purchase price, per unit	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($)			6 Months Ended
	Aug. 09, 2021	Jul. 02, 2021	Jun. 30, 2024
Private Placement [Line Items]
Proceeds from financing expenses			$ 1,250
Sponsor [Member]
Private Placement [Line Items]
Aggregate shres purchase (in Shares)	23,055	625,000
Price per share (in Dollars per share)	$ 10	$ 10
Ppurchase price		$ 6,250,000
Additional purchase price	$ 230,550

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 29, 2023

Mar. 25, 2022

Aug. 09, 2021

Jun. 29, 2021

Feb. 08, 2021

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

May 15, 2024

Mar. 28, 2024

Jul. 02, 2021

Related Party Transactions [Line Items]

Finance transaction costs

$ 891,000

$ 604,000

Transaction costs

$ 0

0

Fair value of promissory note

896,000

896,000

$ 781,000

Incurred paid amount

30,000

$ 30,000

60,000

$ 60,000

Administrative incurred amount

160,000

110,000

Advisory agreement fees

260,000

180,000

Business Combination [Member]

Related Party Transactions [Line Items]

Convertible notes payable

$ 1,500,000

$ 1,500,000

Conversion, price per unit (in Dollars per share)

$ 10

$ 10

Sponsor [Member]

Related Party Transactions [Line Items]

Stock issued during period, new issues

$ 25,000

Loan funds

$ 1,500,000

Sponsor [Member] | Minimum [Member]

Related Party Transactions [Line Items]

Principal amount

$ 1,000,000

Sponsor [Member] | Maximum [Member]

Related Party Transactions [Line Items]

Principal amount

$ 2,000,000

Related Party [Member]

Related Party Transactions [Line Items]

Promissory note payable

$ 896,000

$ 896,000

$ 781,000

Related Party Loans [Member]

Related Party Transactions [Line Items]

Borrowed

1,500,000

1,500,000

2024 Promissory Note [Member]

Related Party Transactions [Line Items]

Promissory note payable

$ 1,108,711

$ 1,108,711

Administrative Support Agreement [Member]

Related Party Transactions [Line Items]

First capital expense

$ 10,000

Chief Executive Officer [Member]

Related Party Transactions [Line Items]

Advisory services

$ 20,000

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

Related Party Transactions [Line Items]

Aggregate shares issue (in Shares)

6,468,750

Class A Common Stock [Member]

Related Party Transactions [Line Items]

Sale price of per share (in Dollars per share)

$ 12

$ 12

Issued and outstanding percentage

65.10%

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

Related Party Transactions [Line Items]

Aggregate shares issue (in Shares)

5,913,195

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

Related Party Transactions [Line Items]

Aggregate shares issue (in Shares)

5,913,195

Advisory Agreement [Member]

Related Party Transactions [Line Items]

Incurred paid amount

$ 60,000

$ 60,000

$ 120,000

$ 120,000

Over-Allotment Option [Member]

Related Party Transactions [Line Items]

Purchase of additional shares (in Shares)

1,152,784

Over-Allotment Option [Member] | Sponsor [Member]

Related Party Transactions [Line Items]

Subject to forfeiture shares (in Shares)

843,750

Over-Allotment Option [Member] | Class B Common Stock [Member]

Related Party Transactions [Line Items]

Subject to forfeiture shares (in Shares)

555,554

Initial Public Offering [Member]

Related Party Transactions [Line Items]

Aggregate shares issue (in Shares)

3,375,000

Percentage of issued and outstanding shares

20%

Sale price of per share (in Dollars per share)

$ 10

Sponsor [Member] | 2024 Promissory Note [Member]

Related Party Transactions [Line Items]

Principal amount

$ 1,000,000

Commitments (Details)

Commitments (Details) - USD ($)		6 Months Ended
	Aug. 09, 2021	Jun. 30, 2024
Commitments [Line Items]
Underwriting agreement, option period		45 days
Payments for underwriting		$ 4,730,557
Initial Public Offering [Member]
Commitments [Line Items]
Stock issued during period, new issues		3,375,000
Underwriting discount percentage		2%
Percentage of deferred fee		3.50%
Over-Allotment Option [Member]
Commitments [Line Items]
Purchase additional shares	1,152,784
Deferred underwriting fee		$ 8,278,474

Warrants (Details)

Warrants (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Warrants [Line Items]
Public warrants expiration	5 years
Redemption price per public warrant	$ 0.01
Stock price trigger for redemption of public warrants	18
Market value per share	$ 9.2
Warrants outstanding (in Shares)	129,611
Warrant fair value (in Dollars)	$ 828,821	$ 390,110
Public Warrants [Member]
Warrants [Line Items]
Redemption price per public warrant	$ 0.1
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Redemption trigger price	$ 18
Redeemed price per shares	$ 0.1
Warrants outstanding (in Shares)	4,730,557	4,730,557
Warrant fair value (in Dollars)	$ 804,195	$ 378,445
Warrants (in Shares)	4,730,557
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)	129,611
Warrant fair value (in Dollars)	$ 24,626	$ 11,665
Minimum [Member]
Warrants [Line Items]
Market value percentage	115%
Maximum [Member]
Warrants [Line Items]
Market value percentage	180%
Class A Common Stock [Member]
Warrants [Line Items]
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Effective issue price	$ 9.2
Percentage of equity proceeds from issuance	60%
Consideration receivable percentage	70%
Class A Common Stock [Member] | Public Warrants [Member]
Warrants [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 10
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Redemption trigger price	$ 10

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Details) - USD ($)			6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 29, 2023	Jun. 30, 2024	Dec. 31, 2023
Stockholders' Equity (Deficit) [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Preferred stock issued
Preferred stock outstanding
Redemption price per share (in Dollars per share)			$ 10.64
Aggregate amount of redemption requirement (in Dollars)			$ 207,100,000
Public shares			592,601	0
Redemption payable (in Dollars)			$ 6,307,847
Percentage of common stock issued and outstanding			65.10%
Class A Common Stock [Member]
Stockholders' Equity (Deficit) [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common stock, voting rights			one
Redemption shares			20,135,697
Redemption price per share (in Dollars per share)			$ 10.28
Aggregate amount of redemption requirement (in Dollars)			$ 207,100,000
Common stock, shares issued and outstanding			6,561,250	6,561,250
Common Stock subject to possible redemption			3,517,087	3,517,087
Class B Common Stock [Member]
Stockholders' Equity (Deficit) [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common stock, voting rights			one
Common stock, shares issued and outstanding			1	1
Common stock, shares issued			1	1
Sponsor [Member] | Class A Common Stock [Member]
Stockholders' Equity (Deficit) [Line Items]
Conversion of common stock issued		5,913,195
Founder Shares [Member] | Class A Common Stock [Member]
Stockholders' Equity (Deficit) [Line Items]
Common stock, shares issued and outstanding			10,078,337	10,078,337
Common stock, shares issued			10,078,337	10,078,337
Founder Shares [Member] | Class B Common Stock [Member]
Stockholders' Equity (Deficit) [Line Items]
Conversion of common stock issued	5,913,195

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Private Placement Warrants [Member]
Fair Value Measurements [Line Items]
Aggregate values of warrants	$ 24,626	$ 11,665
Public Warrants [Member]
Fair Value Measurements [Line Items]
Aggregate values of warrants	$ 804,195

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Related Party [Member] | Level 3 [Member]
Assets:
WCL Promissory Note payable – related party	[1]	$ 896,000	$ 781,000
2024 Promissory Note payable – related party		1,108,711
Public Warrants [Member] | Level 1 [Member]
Assets:
Liabilities	[1]	804,195	378,445
Private Placement Warrants [Member] | Level 2 [Member]
Assets:
Liabilities	[1]	24,626	11,665
Cash held in Trust Account [Member] | Level 1 [Member]
Assets:
Cash held in Trust Account	[1]	$ 37,529,874	$ 37,273,384
[1] Measured at fair value on a recurring basis.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Private Placement Warrants - Private Placement Warrants [Member]	Jun. 30, 2024
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	4.33
Expected term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	5
Expected term to consummate the Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	0.51
Expected Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	23.5
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	11.5
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrants	10.59

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Fair Value of Warrant Liabilities - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of Fair Value of Warrant Liabilities [Line Items]
Fair value at beginning	$ 11,665	$ 28,515
Change in valuation inputs and other assumptions	12,961
Fair value at ending	24,626	28,515
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of Fair Value of Warrant Liabilities [Line Items]
Fair value at beginning	378,445	898,806
Change in valuation inputs and other assumptions	425,750
Fair value at ending	804,195	898,806
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of Fair Value of Warrant Liabilities [Line Items]
Fair value at beginning	390,110	927,321
Change in valuation inputs and other assumptions	438,711
Fair value at ending	$ 828,821	$ 927,321

Business Combination (Details)

Business Combination (Details) $ / shares in Units, shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Business Combination [Line Items]
Ordinary shares issued (in Shares) | shares	25
Ordinary shares exceeds per share (in Dollars per share) | $ / shares	$ 15
Minimum cash condition (in Dollars) | $	$ 100
PubCo Securities [Member]
Business Combination [Line Items]
Business combination, equityholders (in Dollars) | $	$ 1,250
Price per share (in Dollars per share) | $ / shares	$ 10
Series of Individually Immaterial Business Acquisitions [Member]
Business Combination [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 12.5
Contingent right receive (in Dollars) | $	$ 50
Ordinary shares issued (in Shares) | shares	25
Minimum [Member]
Business Combination [Line Items]
Consecutive trading days	20 days
Minimum [Member] | PubCo Securities [Member]
Business Combination [Line Items]
Consecutive trading days	20 days
Maximum [Member]
Business Combination [Line Items]
Consecutive trading days	30 days
Maximum [Member] | PubCo Securities [Member]
Business Combination [Line Items]
Consecutive trading days	30 days