Achari Ventures Holdings Corp. I (AVHI) 10-K29 Mar 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	Achari Ventures Holdings Corp. I
Entity Central Index Key	0001844507
Entity File Number	001-40906
Entity Tax Identification Number	86-1671207
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 6,868,334
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	60 Walnut Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Clark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07066
Entity Phone Fax Numbers [Line Items]
City Area Code	(732)
Local Phone Number	340-0700
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,050,941
Units, each consisting of one share of Common Stock and one Warrant to acquire three-quarters of one share of Common StockUnits, each consisting of one share of Common Stock and one Warrant to acquire three-quarters of one share of Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Warrant to acquire three-quarters of one share of Common Stock
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

Audit Information

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

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 48,395	$ 597,306
Prepaid expenses	48,106	180,197
Total current assets	96,501	777,503
OTHER ASSETS
Cash and marketable securities held in Trust Account	6,049,745	44,688,320
TOTAL ASSETS	6,146,246	45,465,823
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,206,121	665,059
Income taxes payable	42,717	216,203
Franchise tax payable		291,137
Excise tax liability	391,544
Common Stock Redemption Payable		34,198,758
Total current liabilities	4,222,382	35,371,157
Derivative warrant liabilities	107,713	356,666
Deferred underwriting fee payable	3,500,000	3,500,000
Total liabilities	7,830,095	39,227,823
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption: 550,941 and 1,019,465 shares at redemption value of $10.98 and $10.29 per share at December 31, 2023 and 2022, respectively	6,049,745	10,489,562
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding (excluding 550,941 and 1,019,465 shares subject to possible redemption at December 31, 2023 and 2022, respectively)	250	250
Accumulated deficit	(7,733,844)	(4,251,812)
Total stockholders’ deficit	(7,733,594)	(4,251,562)
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	6,146,246	45,465,823
Related Party
CURRENT LIABILITIES
Note payable-related party	$ 582,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	550,941	1,019,465
Temporary equity, redemption price per share (in Dollars per share)	$ 10.98	$ 10.29
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	2,500,000	2,500,000
Common stock shares outstanding	2,500,000	2,500,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 3,098,140	$ 1,287,276
Franchise tax	81,600	282,342
Total operating expenses	3,179,740	1,569,618
OTHER INCOME
Interest and dividend income on cash and marketable securities held in Trust Account	429,125	1,411,854
Change in fair value of private warrants	248,953	1,997,334
Total other income	678,078	3,409,188
INCOME BEFORE INCOME TAX PROVISION	(2,501,662)	1,839,570
Income tax provision	(72,980)	(216,203)
NET (LOSS) INCOME	$ (2,574,642)	$ 1,623,367
Weighted average shares outstanding of Common Stock (in Shares)	3,336,745	12,278,562
Basic net (loss) income per share, Common Stock (in Dollars per share)	$ (0.77)	$ 0.13

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Diluted net (loss) income per share, Common Stock	$ (0.77)	$ 0.13

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Common stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2021	$ 250		$ (4,876,287)	$ (4,876,037)
Balance (in Shares) at Dec. 31, 2021	2,500,000
Remeasurement of redeemable shares to redemption value			(998,892)	(998,892)
Net (loss) income			1,623,367	1,623,367
Balance at Dec. 31, 2022	$ 250		(4,251,812)	(4,251,562)
Balance (in Shares) at Dec. 31, 2022	2,500,000
Remeasurement of redeemable shares to redemption value			(515,846)	(515,846)
Excise duty in connection with redemption of redeemable shares			(391,544)	(391,544)
Net (loss) income			(2,574,642)	(2,574,642)
Balance at Dec. 31, 2023	$ 250		$ (7,733,844)	$ (7,733,594)
Balance (in Shares) at Dec. 31, 2023	2,500,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (2,574,642)	$ 1,623,367
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest and dividend income on cash and marketable securities held in Trust Account	(429,125)	(1,411,854)
Changes in operating assets and liabilities:
Change in fair value of warrants	(248,953)	(1,997,334)
Prepaid expenses	132,091	228,376
Income taxes payable	(173,486)	216,203
Accounts payable and accrued expenses	2,541,062	580,451
Franchise tax payable	(291,137)	176,875
Due to affiliate		(5,000)
Net cash used in operating activities	(1,044,190)	(588,916)
CASH FLOWS FROM INVESTING ACTIVITIES
Principal deposited in Trust Account	(497,337)
Cash withdrawn from Trust Account in connection with Common Stock redemptions	39,154,420	57,810,572
Cash withdrawal from Trust Account for taxes	410,616	414,836
Net cash provided by investing activities	39,067,699	58,225,408
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Common Stock	(39,154,420)	(57,810,572)
Note payable – related party	582,000
Net cash used in financing activities	(38,572,420)	(57,810,572)
NET CHANGE IN CASH	(548,911)	(174,080)
CASH, BEGINNING OF YEAR	597,306	771,386
CASH, END OF YEAR	48,395	597,306
Supplemental disclosure of noncash activities:
Common stock redemption payable		$ 34,198,758
Excise tax liability	$ 391,544

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Achari Ventures Holdings Corp. I (the “Company”) was incorporated in Delaware on January 25, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (“Units”), each of which consisted of one warrant and one share of common stock of the Company, par value $0.0001 per share (“Common Stock” and such shares held by Public Stockholders (defined below), the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,133,333 warrants (“Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant in a private placement to the Company’s sponsor, Achari Sponsor Holdings I LLC (the “Sponsor”), for gross proceeds of $5,350,000 which is described in Note 4. Offering costs for the Initial Public Offering amounted to $6,101,730, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $601,730 of other costs. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination, as further described in the underwriting agreement entered into in connection with the Initial Public Offering. Following the closing of the Initial Public Offering, $101,500,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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 the Company will be able to successfully effect an initial Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The Common Stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company elected to recognize the changes immediately. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by July 19, 2024, 33 months from the closing of the Initial Public Offering by effecting up to six (6) one-month extensions, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On December 18, 2023, the Company held a special meeting in lieu of an annual meeting of the Company’s shareholders (the “Special Meeting”), the Company’s shareholders approved (i) a proposal (the “Charter Amendment Proposal”) to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to revise the Company’s then existing extension option, which provided that the Company has the option of extending the period by which the Company must consummate a business combination by up to 12 months, from the original expiration date of January 19, 2023 (the “Original Expiration Date”), to January 19, 2024 (the “Second Amended Extended Date”), to instead provide that the Company will have the option to extend the period by which it must consummate a business combination by an additional six months, from the Second Amended Extended Date, or from January 19, 2024, to July 19, 2024 (the “Third Amended Extended Date”), with such extension option exercisable in six single-month increments (each such monthly extension option, a “Monthly Extension Option”), for an additional six-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month); (ii) a proposal (the “Redemption Limitation Amendment Proposal”) to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to eliminate a limitation therein providing that the Company shall not redeem Public Shares (as defined below) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 following any such redemptions (the “Redemption Limitation”), in order to allow the Company to redeem Public Shares irrespective of whether the amount of such redemptions would breach the Redemption Limitation if the Company so chooses in its sole discretion; and (iii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between the Trustee and the Company (the “Second Amended and Restated Investment Management Trust Agreement”), to provide that the Second Amended Extended Date provided for in the Second Amended and Restated Investment Management Trust Agreement, upon which assets held in the Trust account established in connection with the Company’s Initial Public Offering will be liquidated if it has not consummated a business combination, may be extended, at the Company’s option, and on a monthly basis, pursuant to the exercise of Monthly Extension Option(s), up to and until the Third Amended Extended Date of July 19, 2024; provided that, in order to exercise a single Monthly Extension Option, the Company must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of Common Stock included in the units which were sold in the Initial Public Offering and which remain outstanding on the date of such deposit. The Company entered into the Third Amended and Restated Investment Management Trust Agreement (the “Third Amended and Restated Investment Management Trust Agreement”) on December 19, 2023 with Continental Stock Transfer & Trust Company. The Company’s Fifth Amended and Restated Certificate of Incorporation (the “Fifth Amended and Restated Certificate of Incorporation”) was deemed effective on December 19, 2023 and was promptly filed with the Delaware Secretary of State. On March 13, 2024, the Company, notified Continental Stock Transfer & Trust Company (the “Trustee”), the trustee of the Company’s trust account (the “Trust Account”), that it was extending the time available to the Company to consummate its initial business combination, from March 19, 2024 to April 19, 2024 (the “Third Extension”), pursuant to and in accordance with the terms of the Company’s Fifth Amended and Restated Certificate of Incorporation and the Company’s Third Amended and Restated Investment Management Trust Agreement (the “Trust Agreement”) the Company deposited $22,037.64 into the Company’s Trust Account. The Third Extension is the third of up to six (6) one-month Extensions permitted under the Company’s Fifth Amended and Restated Certificate of Incorporation and Trust Agreement. The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period in connection with the consummation of the Initial Public Offering. However, if the Initial Stockholders decide to acquire Public Shares in addition to their Founder Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be only $10.15 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. At the Special Meeting, holders of 87,380 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate price of $10.90 per share, for an aggregate payment of approximately $952,940, which was withdrawn from the Company’s Trust Account to redeem such shares. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In order to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, the Company has decided that in the event that the Proposals are approved and implemented as described in the Definitive Proxy Statement, funds in trust, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022, and prior to or in connection with a Business Combination or liquidation of the Company and which result from the implementation of the Inflation Reduction Act of 2022. Liquidity and Capital Resources As of December 31, 2023, the Company had cash of $48,395 in its operating bank account and $6,049,745 of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith. As of December 31, 2023, approximately $429,125 of the amount on deposit in the Trust Account represented interest and dividend income from investments, which is available to pay the Company’s tax obligations. The Company has until July 19, 2024 (which is 33 months from the October 19, 2021 closing of the Company’s Initial Public Offering) if the Company exercises each of its six monthly Extension Options. Until the consummation of a Business Combination, the Company is and will continue to use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution and liquidity condition described in Note 1 of the financial statements, raises substantial doubt about the Company’s ability to continue as a going concern. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination subject to the terms of the underwriting agreement. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an 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 that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in the Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash and mutual fund that invests in U.S. Treasury securities respectively. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in Interest and dividend income on cash and marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts 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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of 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. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. (see Note 10) Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023, 550,941 shares of Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 10,489,562 Redemption of Common Stock (4,955,663 ) Plus: Remeasurement of carrying value to redemption value 515,846 Common Stock subject to possible redemption as of December 31, 2023 $ 6,049,745 Net (Loss) Income per Common Stock The Company has one class of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. As of December 31, 2023, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the year ended December 31, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share of Common Stock is the same as basic net (loss) income per shares of Common Stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of stock. For the For the Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,574,642 ) $ 1,623,367 Denominator: Weighted average shares outstanding 3,336,745 12,278,562 Basic and diluted net (loss) income per share $ (0.77 ) $ 0.13 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 25, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statements as a result of future adoption.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Public Share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase three quarters of one share of Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement Warrants

Private Placement Warrants	12 Months Ended
Private Placement Warrants	Dec. 31, 2023
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4—Private Placement Warrants On October 19, 2021, simultaneously with the consummation of the Initial Public Offering, the Company consummated the issuance and sale of 7,133,333 Private Placements Warrants in a private placement transaction at a price of $0.75 per Private Placement Warrant, generating gross proceeds of $5,350,000. Each whole Private Placement Warrant will be exercisable to purchase three quarters of one share of Common Stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares In February 2021, the Sponsor paid an aggregate purchase price of $25,000, or approximately $0.009 per share, in consideration of 2,156,250 shares of Common Stock to cover certain expenses of the Company (the “Founder Shares”). In June 2021, the Company effected a 1.3333-for-1.0 stock split of Common Stock, resulting in the Sponsor owning an aggregate of 2,875,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 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). The over-allotment was not exercised and such shares were forfeited. The Sponsor agreed that it will not transfer, assign or sell any Founder Shares until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of the Business Combination and the date on which the closing price of the Company’s Common Stock exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (2) with respect to the remaining 50% of the shares, six months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. Related Party Loans On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Promissory Note was repaid as of March 31, 2022. On July 18, 2023, the Company and the Sponsor entered into a non-interest-bearing loan agreement whereby the Company issued a promissory note (the “Note”) to the Sponsor pursuant to which the Company may borrow up to $1,500,000 in cash from time to time to fund working capital requirements, including with respect to the funding of Monthly Extension Options. The current principal amount of the Note is payable on the earlier of (a) the consummation of a Business Combination and (b) the date of the liquidation of the Company. If a Business Combination is not consummated, this Note will be repaid solely to the extent that the Company has funds available to it outside of the Trust Account and all other amounts will be forfeited, eliminated or otherwise forgiven. As of December 31, 2023 and 2022, the amount outstanding under the Note was $582,000 and $0 respectively, as reflected on the Company’s balance sheets included herein under the caption ‘Note payable-related party’. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, there were no Working Capital Loans outstanding. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants issued upon conversion of Working Capital Loans (and any shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to an agreement entered into in connection with the Company’s Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands, except short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the closing of the Company’s Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The option was not exercised during such 45-day period and expired. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $3,500,000 from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
Stockholders’ Deficit	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7—Stockholders’ Deficit Common Stock Preferred Stock no Public Warrants five Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● 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 Public Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2023 and 2022, there were 10,000,000 of Public Warrants outstanding.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
Warrant Liabilities	Dec. 31, 2023
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 8—Warrant Liabilities Private Warrants—The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (x) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (y) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common Stock or equity-linked securities. As of December 31, 2023 and 2022, there were 7,133,333 of private warrants outstanding.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the investments held in the Trust Account were held in a cash. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account 1 $ 6,049,745 $ — $ — Warrant Liability-Private Placement Warrants 3 $ — $ — $ 107,713 Quoted Significant Significant December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Marketable Securities 1 $ 44,688,320 $ — $ — Warrant Liability-Private Placement Warrants 3 $ — $ — $ 356,666 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: December 31, December 31, Stock Price $ 10.89 $ 10.22 Exercise Price $ 11.50 $ 11.50 Term (years) 0.96 2.91 Volatility 1.15 % 0.20 % Risk Free Rate 4.77 % 4.24 % Dividend Yield 0.00 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant labilities: Private Fair value as of October 19, 2021 (IPO) $ 9,986,666 Change in fair value (7,632,666 ) Fair value as of December 31, 2021 2,354,000 Change in fair value (1,997,334 ) Fair value as of December 31, 2022 356,666 Change in fair value (248,953 ) Fair value as of December 31, 2023 $ 107,713

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	Note 10—Income Taxes The total Income tax provision is comprised of the following for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Federal Current $ 72,980 $ 216,203 Deferred (688,629 ) (246,333 ) State and local Current — — Deferred — — Change in valuation allowance 688,629 246,333 Income tax provision $ 72,980 $ 216,203 Deferred tax assets and liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The net deferred tax assets in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets Start-up costs $ 688,629 $ 308,347 Net operating loss carryforward — — Total deferred tax asset 688,629 308,347 Valuation allowance (688,629 ) (308,347 ) Deferred tax asset net of allowance $ — $ — The Company’s federal net operating loss carryforward as of December 31, 2023 and 2022 amounted to $0. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in valuation allowance was $688,629 and $308,347, respectively. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate (approximate) is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrants 9.95 % (22.80 )% Warrant issuance costs 0.00 % 0.00 % Valuation allowance (27.53 )% 13.29 % Income tax provision expense (3.42 )% 11.49 % The tax provision differs from the statutory rate of 21% due to the change in fair value of warrants and the valuation allowance.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued and has determined that subject to the events below, there have been no events that have occurred that would require adjustments to the disclosures of the financial statements. In connection with the proposed Business Combination with Vaso Corporation, the Company filed a registration statement on Form S-4 with the SEC on January 8, 2024 (Registration No. 333-276422) (the “Registration Statement). On February 2, 2024, the Company received a comment letter from the SEC regarding the Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration Statement on February 14, 2024, accordingly. On March 8, 2024, the Company received a second comment letter from the SEC regarding the Registration Statement. For additional information regarding the Vaso Business Combination, please see the Registration Statement, as amended. On March 13, 2024, the Company notified the trustee of the Company’s Trust Account that it was exercising a Monthly Extension Option, extending the time available to the Company to consummate a Business Combination, from March 19, 2024 to April 19, 2024 (the “Third Extension”), pursuant to and in accordance with the terms of the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation” or the “Fourth Amended and Restated Certificate of Incorporation”) and the Company’s Third Amended and Restated Investment Management Trust Agreement (the “Trust Agreement”). The Third Extension is the third of up to six (6) one-month Extensions permitted under the Company’s Fifth Amended and Restated Certificate of Incorporation and Trust Agreement. Pursuant to the terms of the Company’s Certificate of Incorporation and Trust Agreement, on March 13, 2024, with respect to the exercise of the Third Extension, the Company deposited $22,037.64 into the Company’s Trust Account in connection with the exercise of the First Extension. Such deposit with respect to the Third Extension was made using funds held outside of the Company’s Trust Account and available to the Company to fund working capital requirements. As of March 19, 2024 (and, for the avoidance of doubt, inclusive of the deposit of $22,037.64 into the Trust Account in connection with the exercise of the First Extension as described above), the Trust Account held approximately $6,145,817.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,574,642)	$ 1,623,367

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an 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 that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Marketable Securities Held in the Trust Account	Marketable Securities Held in the Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash and mutual fund that invests in U.S. Treasury securities respectively. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in Interest and dividend income on cash and marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts 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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of 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. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. (see Note 10)
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023, 550,941 shares of Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 10,489,562 Redemption of Common Stock (4,955,663 ) Plus: Remeasurement of carrying value to redemption value 515,846 Common Stock subject to possible redemption as of December 31, 2023 $ 6,049,745
Net Income per Common Stock	Net (Loss) Income per Common Stock The Company has one class of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. As of December 31, 2023, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the year ended December 31, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share of Common Stock is the same as basic net (loss) income per shares of Common Stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of stock. For the For the Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,574,642 ) $ 1,623,367 Denominator: Weighted average shares outstanding 3,336,745 12,278,562 Basic and diluted net (loss) income per share $ (0.77 ) $ 0.13
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 25, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statements as a result of future adoption.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of the Common Stock Subject to Possible Redemption Reflected in the Balance Sheet Is Reconciled	At December 31, 2023, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 10,489,562 Redemption of Common Stock (4,955,663 ) Plus: Remeasurement of carrying value to redemption value 515,846 Common Stock subject to possible redemption as of December 31, 2023 $ 6,049,745
Schedule of Basic And Diluted Net (Loss) Income Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of stock. For the For the Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,574,642 ) $ 1,623,367 Denominator: Weighted average shares outstanding 3,336,745 12,278,562 Basic and diluted net (loss) income per share $ (0.77 ) $ 0.13

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Liabilities that are Measured at Fair Value on a Recurring Basis	The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account 1 $ 6,049,745 $ — $ — Warrant Liability-Private Placement Warrants 3 $ — $ — $ 107,713 Quoted Significant Significant December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Marketable Securities 1 $ 44,688,320 $ — $ — Warrant Liability-Private Placement Warrants 3 $ — $ — $ 356,666
Schedule of Level 3 Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: December 31, December 31, Stock Price $ 10.89 $ 10.22 Exercise Price $ 11.50 $ 11.50 Term (years) 0.96 2.91 Volatility 1.15 % 0.20 % Risk Free Rate 4.77 % 4.24 % Dividend Yield 0.00 % 0.00 %
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant labilities: Private Fair value as of October 19, 2021 (IPO) $ 9,986,666 Change in fair value (7,632,666 ) Fair value as of December 31, 2021 2,354,000 Change in fair value (1,997,334 ) Fair value as of December 31, 2022 356,666 Change in fair value (248,953 ) Fair value as of December 31, 2023 $ 107,713

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Income Tax Provision	The total Income tax provision is comprised of the following for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Federal Current $ 72,980 $ 216,203 Deferred (688,629 ) (246,333 ) State and local Current — — Deferred — — Change in valuation allowance 688,629 246,333 Income tax provision $ 72,980 $ 216,203
Schedule of Deferred Tax Assets	The net deferred tax assets in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets Start-up costs $ 688,629 $ 308,347 Net operating loss carryforward — — Total deferred tax asset 688,629 308,347 Valuation allowance (688,629 ) (308,347 ) Deferred tax asset net of allowance $ — $ —
Schedule of Effective Tax Rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate (approximate) is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrants 9.95 % (22.80 )% Warrant issuance costs 0.00 % 0.00 % Valuation allowance (27.53 )% 13.29 % Income tax provision expense (3.42 )% 11.49 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		12 Months Ended
	Oct. 19, 2021	Dec. 31, 2023	Mar. 19, 2024	Mar. 13, 2024	Dec. 31, 2022
Description of Organization and Business Operations [Line items]
Par value (in Dollars per share)		$ 0.0001			$ 0.0001
Initial public offering consisting		$ 2,000,000
Deferred underwriting fee payable		3,500,000			$ 3,500,000
Net proceed in sale of stock		$ 101,500,000
Net proceeds of sale (in Dollars per share)		$ 10.15
Maturity date		185 days
Least of assets held in trust account		80%
Aggregate common stock percentage		15%
Public shares		100%
Business combination consummation date		Jul. 19, 2024
Business combination consummation month		33 months
Business days thereafter		10 days
Interest to pay dissolution expenses		$ 100,000
Net tangible assets		5,000,001
Deposits		$ 100,000
Deposits asset price per share (in Dollars per share)		$ 0.04
Shares held in trust account price per share (in Dollars per share)		$ 10.15
Shares of common stock (in Shares)		87,380
Redeemed price per shares (in Dollars per share)		$ 10.9
Aggregate payment amount		$ 952,940
Cash		48,395			$ 597,306
Trust account Iesser		6,049,745
Underwriting Agreement [Member]
Description of Organization and Business Operations [Line items]
Deferred underwriting fee payable		$ 3,500,000
Common Stock [Member]
Description of Organization and Business Operations [Line items]
Par value (in Dollars per share)	$ 0.0001
IPO [Member]
Description of Organization and Business Operations [Line items]
Initial public offering (in Shares)		10,000,000
Number of shares issued per unit (in Shares)	1	1
Number of shares issued per unit (in Shares)	1	1
Shares issued, price per share (in Dollars per share)		$ 10
Initial public offering amount		$ 6,101,730
Initial public offering consisting		2,000,000
Deferred underwriting fee payable		3,500,000
Other costs		601,730
IPO [Member] \| Common Stock [Member]
Description of Organization and Business Operations [Line items]
Initial public offering (in Shares)	10,000,000
Shares issued, price per share (in Dollars per share)	$ 10
Gross proceeds	$ 100,000,000
Private Placement [Member]
Description of Organization and Business Operations [Line items]
Sale of stock price per share (in Dollars per share)	$ 0.75
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Line items]
Sale of stock (in Shares)	7,133,333
Subsequent Event [Member]
Description of Organization and Business Operations [Line items]
Deposits			$ 22,037.64
Trust account Iesser			$ 6,145,817	$ 22,037.64
Asset, Held-in-Trust [Member]
Description of Organization and Business Operations [Line items]
Amount on deposit in trust account		$ 429,125
Business Combination [Member]
Description of Organization and Business Operations [Line items]
Voting percentage		50%
Public Stockholders [Member]
Description of Organization and Business Operations [Line items]
Public Share (in Dollars per share)		$ 10.15
Sponsor [Member] \| Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Line items]
Gross proceeds		$ 5,350,000
Sale of stock (in Shares)		7,133,333
Sale of stock price per share (in Dollars per share)		$ 0.75

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 19, 2021
Summary of Significant Accounting Policies [Line Items]
Cash equivalents at carrying value	$ 0	$ 0
Cash, FDIC insured amount	250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits, Income tax penalties and interest accrued	$ 0	$ 0
Temporary equity, shares outstanding (in Shares)	550,941	1,019,465
Shares of common stock (in Dollars per share)			$ 11.5
Exercisable, shares (in Shares)	0
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock (in Shares)			12,850,000
Public And Private Placement Warrants [Member] \| Common Class A [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock for outstanding (in Shares)	12,850,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of the Common Stock Subject to Possible Redemption Reflected in the Balance Sheet Is Reconciled - Common Stock [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds			$ 100,000,000
Less:
Proceeds allocated to Public Warrants			(11,900,000)
Common Stock issuance costs			(5,322,219)
Plus: Remeasurement of carrying value to redemption value	$ 515,846	$ 998,892	18,722,219
Common Stock subject to possible redemption	6,049,745	10,489,562	$ 101,500,000
Less:
Redemption of Common Stock	$ (4,955,663)	(57,810,572)
Common Stock redemption payable		$ (34,198,758)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic And Diluted Net (Loss) Income Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Allocation of net (loss) income	$ (2,574,642)	$ 1,623,367
Denominator:
Weighted average shares outstanding	3,336,745	12,278,562
Basic and diluted net (loss) income per share	$ (0.77)	$ 0.13

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic And Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Basic And Diluted Net (Loss) Income Per Share [Abstract]
Diluted net (loss) income per share	$ (0.77)	$ 0.13

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		12 Months Ended
Initial Public Offering (Details) - $ / shares	Oct. 19, 2021	Dec. 31, 2023
Initial Public Offering [Line Items]
Common stock price per share (in Dollars per share)	$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Number of sold units		10,000,000
Price per share (in Dollars per share)		$ 10
Number of shares in a unit	1	1
Number of warrants in a unit	1	1
Public warrant holder to purchase		1
Private Placement Warrants [Member]
Initial Public Offering [Line Items]
Common stock price per share (in Dollars per share)		$ 11.5

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)	Oct. 19, 2021	Dec. 31, 2023
Private Placement [Member]
Private Placement Warrants [Line Items]
Price per warrant	$ 0.75
IPO [Member]
Private Placement Warrants [Line Items]
Common stock shares		1
Private Placement Warrants [Member] \| Private Placement [Member]
Private Placement Warrants [Line Items]
Sale of private placemets warrants	7,133,333
Gross proceeds	$ 5,350,000
Warrant [Member] \| Private Placement [Member]
Private Placement Warrants [Line Items]
Common stock shares		1
Warrant [Member] \| IPO [Member]
Private Placement Warrants [Line Items]
Price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 28, 2021	Dec. 31, 2023	Jul. 18, 2023	Dec. 31, 2022	Jan. 25, 2021
Related Party Transactions [Line Items]
Cash borrowing			$ 1,500,000
Outstanding loan amount		$ 582,000		$ 0
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Number of shares subject to forfeiture (in Shares)		375,000
IPO [Member]
Related Party Transactions [Line Items]
Share issued, price per share (in Dollars per share)		$ 10
Common Stock [Member] \| Restriction on Transfer of Founder Shares Event One [Member]
Related Party Transactions [Line Items]
Trading days		20 days
Trading days		30 days
Common Stock [Member] \| Restriction on Transfer of Founder Shares Event One [Member] \| Share Price Exceeds Twelve Point Fifty USD [Member]
Related Party Transactions [Line Items]
Exceeds per share (in Dollars per share)		$ 12.5
Working Capital Loans [Member]
Related Party Transactions [Line Items]
Working capital loans		$ 1,500,000
Warrant (in Dollars per share)		$ 0.75
Working capital loans outstanding		$ 0		$ 0
Sponsor [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Aggregate purchase price	$ 25,000
Share issued, price per share (in Dollars per share)	$ 0.009
Consideration of common sock (in Shares)	2,156,250
Aggregate founder shares (in Shares)		2,875,000
Sponsor [Member] \| Restriction on Transfer of Founder Shares Event One [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Percentage of founder shares		50%
Sponsor [Member] \| Restriction on Transfer of Founder Shares Event Two [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Percentage of founder shares		50%
Sponsor [Member] \| IPO [Member]
Related Party Transactions [Line Items]
Issued and outstanding percentage		20%
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate principal amount					$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)
Commitments and Contingencies (Details) [Line Items]
Aggregate closing amount	$ 2,000,000
Deferred underwriting commissions closing	3,500,000	$ 3,500,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate closing amount	2,000,000
Deferred underwriting commissions closing	$ 3,500,000
Registration Rights Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Demands	3
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting commissions closing	$ 3,500,000
Underwriting Agreement [Member] \| Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriters option day	45 days
Initial public offering to purchase \| shares	1,500,000
Underwriting Agreement [Member] \| IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriters option day	45 days
Cash underwriting discount \| $ / shares	$ 0.2
Deferred underwriting commissions \| $ / shares	$ 0.35

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
Stockholders’ Deficit (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Oct. 19, 2021
Stockholders’ Deficit [Line Items]
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	2,500,000	2,500,000
Common stock shares outstanding	2,500,000	2,500,000
Subject to possible redemption	550,941	1,019,465
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
Class Of Warrant Or Right Number Of Days After The Completion Of Business Combination From Which Warrants Or Rights Becomes Exercisable	30 days
Number of business days	15 days
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Number Of Trading Days Determining Share Price	20 days
Trading days	30 days
Warrants outstanding			12,850,000
Share Price Equals or Exceeds Sixteen Point Fifty USD [Member] \| Common Stock [Member]
Stockholders’ Deficit [Line Items]
Exceeds per share (in Dollars per share)	$ 16.5
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Initial public offering	1 year
Expire year	5 years
Price per share (in Dollars per share)	$ 0.01
Notice of redemption period	30 days
Warrants outstanding	10,000,000	10,000,000

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares	12 Months Ended
Warrant Liabilities (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Oct. 19, 2021
Warrant Liabilities [Line Items]
Exercise price			$ 11.5
Percentage of exercise price warrants	115%
Common Stock [Member]
Warrant Liabilities [Line Items]
Equity proceeds	60%
Trading day period	20 days
Exercise price	$ 9.5
Share Price Less Than Nine Point Fifty USD [Member] \| Common Stock [Member]
Warrant Liabilities [Line Items]
Common stock of per share	$ 9.5
Private Warrants [Member]
Warrant Liabilities [Line Items]
Private warrants outstanding	7,133,333	7,133,333

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 6,049,745	$ 44,688,320
Warrant Liability-Private Placement Warrants
Significant Other Observable Inputs (Level 2) [member]
Assets:
Cash and marketable securities held in Trust Account
Warrant Liability-Private Placement Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash and marketable securities held in Trust Account
Warrant Liability-Private Placement Warrants	$ 107,713	$ 356,666

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements	Dec. 31, 2023	Dec. 31, 2022
Stock Price [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	10.89	10.22
Exercise Price [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	11.5	11.5
Term [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	0.96	2.91
Volatility [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	1.15	0.2
Risk Free Rate [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	4.77	4.24
Dividend Yield [Member]
Schedule of Level 3 Fair Value Measurements [Line Items]
Warrant measurement input	0	0

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - Private Placement Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items]
Fair value as of October 19, 2021 (IPO)	$ 107,713	$ 356,666	$ 2,354,000
Change in fair value	(248,953)	(1,997,334)	(7,632,666)
Fair value , ending	107,713	356,666	2,354,000
Fair value , beginning	$ 356,666	2,354,000
IPO [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items]
Fair value as of October 19, 2021 (IPO)			9,986,666
Fair value , ending			$ 9,986,666
Fair value , beginning		$ 9,986,666

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Net operating loss	$ 0	$ 0
Change in valuation allowance	$ 688,629	$ 308,347
Tax provision statutory rate	21%	21%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Income Tax Provision - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current	$ 72,980	$ 216,203
Deferred	(688,629)	(246,333)
State and local
Current
Deferred
Change in valuation allowance	688,629	246,333
Income tax provision	$ 72,980	$ 216,203

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Start-up costs	$ 688,629	$ 308,347
Net operating loss carryforward
Total deferred tax asset	688,629	308,347
Valuation allowance	(688,629)	(308,347)
Deferred tax asset net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Effective Tax Rate	12 Months Ended
Income Taxes (Details) - Schedule of Effective Tax Rate	Dec. 31, 2023	Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of warrants	9.95%	(22.80%)
Warrant issuance costs	0%	0%
Valuation allowance	(27.53%)	13.29%
Income tax provision expense	(3.42%)	11.49%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Mar. 19, 2024	Mar. 13, 2024
Subsequent Events [Line Items]
Company’s trust account	$ 6,145,817	$ 22,037.64
Deposit	$ 22,037.64