PowerUp Acquisition (PWUP) S-4/A 24 Jun 24 Registration of securities issued in business combination transactions (amended) Financial data

Cover

Cover	3 Months Ended
	Mar. 31, 2024
Entity Addresses [Line Items]
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 2
Entity Registrant Name	PowerUp Acquisition Corp.
Entity Central Index Key	0001847345
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	188 Grand Street, Unit #195
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	(347)
Local Phone Number	313-8109
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	188 Grand Street, Unit #195
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	(347)
Local Phone Number	313-8109
Contact Personnel Name	Surendra Ajjarapu

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash			$ 497,259
Prepaid expenses and other	65,577	81,223	600,493
Total current assets	65,577	81,223	1,097,752
Prepaid expenses - noncurrent			80,170
Investments held in Trust Account	20,136,022	19,901,169	299,004,083
TOTAL ASSETS	20,201,599	19,982,392	300,182,005
Current liabilities:
Accounts payable and accrued expenses	365,010	152,005	180,634
Loan and Transfer note - payable	217,232	12,384
Financial Liability - SPAC loan	1,782,202
Due to affiliate	268,939	238,939	122,689
Total current liabilities	2,633,383	403,328	303,323
Deferred Underwriting fee payable			10,812,500
TOTAL LIABILITIES	2,633,383	403,328	11,115,823
Commitments and contingencies (Note 5)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption at redemption value, $0.0001 par value, 1,803,729 and 28,750,000 shares as of December 31, 2023 and 2022, respectively	20,136,022	19,901,169	299,004,083
SHAREHOLDER’S DEFICIT
Convertible preferred stock
Additional paid-in capital	11,421,183	10,964,930
Accumulated deficit	(13,989,708)	(11,287,754)	(9,938,620)
Total shareholders’ deficit	(2,567,806)	(322,105)	(9,937,901)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	20,201,599	19,982,392	300,182,005
Visiox Pharmaceuticals, Inc. [Member]
Current assets:
Cash	393,191	535,977	649,406
Total current assets	393,191	535,977	649,406
Current liabilities:
Accounts payable	1,774,717	1,848,127	843,311
Accrued expenses	265,687	510,300	148,710
Convertible note payable	1,992,941	990,423
Derivative liability		10,027
License fee payable	6,000,000	6,000,000
Equity liability	3,000,000	3,000,000	3,000,000
Dividend payable			162,558
Total current liabilities	13,033,345	12,358,877	4,154,579
Commitments and contingencies (Note 5)
SHAREHOLDER’S DEFICIT
Convertible preferred units, value			3,280,000
Common units			1,535,105
Common stock, value
Additional paid-in capital	7,634,350	7,242,704
Accumulated deficit	(20,287,504)	(19,078,604)	(8,320,278)
Total shareholders’ deficit	(12,640,154)	(11,822,900)	(3,505,173)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	393,191	535,977	649,406
Common Class A [Member]
SHAREHOLDER’S DEFICIT
Common stock, value	719	719
Common Class B [Member]
SHAREHOLDER’S DEFICIT
Common stock, value			719
Series A Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
SHAREHOLDER’S DEFICIT
Convertible preferred stock	1,931	1,931
Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
SHAREHOLDER’S DEFICIT
Convertible preferred stock	$ 11,069	$ 11,069

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares authorised	5,000,000	5,000,000	5,000,000
Preferred stock shares issued	0	0	0
Preferred stock shares outstanding	0	0	0
Visiox Pharmaceuticals, Inc. [Member]
Common stock par value	$ 0.001	$ 0.001	$ 0.001
Common stock shares authorised	100,000,000	100,000,000	100,000,000
Common stock shares issued	0	0	0
Common stock shares outstanding	0	0	0
Convertible preferred units shares authorized		0	10,000,000
Convertible preferred units shares issued		0	1,520,706
Convertible preferred units shares outstanding		0	1,520,706
Common units authorised		0	20,000,000
Common units shares issued		0	10,534,397
Common units shares outstanding		0	10,534,397
Class A Ordinary Shares Subject To Possible Redemption [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	1,803,729	1,803,729	28,750,000
Common Class A [Member]
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorised	300,000,000	300,000,000	300,000,000
Common stock shares issued	7,187,500	7,187,500	0
Common stock shares outstanding	7,187,500	7,187,500	0
Common Class B [Member]
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorised	50,000,000	50,000,000	50,000,000
Common stock shares issued	0	0	7,187,500
Common stock shares outstanding	0	0	7,187,500
Series A Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock shares authorised	20,000,000	20,000,000	0
Preferred stock shares issued	1,931,287	1,931,287	0
Preferred stock shares outstanding	1,931,287	1,931,287	0
Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock shares authorised	20,000,000	20,000,000	0
Preferred stock shares issued	11,068,637	11,068,637	0
Preferred stock shares outstanding	11,068,637	11,068,637	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
General and administrative	$ 2,522,678	$ 324,565	$ 1,340,168	$ 976,345
Total operating expenses	2,522,678	324,565	(1,340,168)	(976,345)
Other income (expense)
Interest earned on investments held in Trust Account	234,853	3,196,998	5,813,213	4,316,583
Other income	4,034
Interest expense – debt discount	(183,310)		(8,966)
Other expenses	55,577	3,196,998	5,804,247	4,316,583
Net loss	(2,467,101)	2,872,433	4,464,079	3,340,238
Visiox Pharmaceuticals, Inc. [Member]
Operating expenses:
Research and development	35,028	23,332	6,542,476	902,416
Management fee		300,000	1,200,000	1,200,000
General and administrative	1,129,847	565,213	2,886,157	2,033,200
Loss from operations	(1,164,875)	(888,545)	(10,628,633)	(4,135,616)
Other income (expense)
Interest expense	(51,534)		(6,164)
Amortization of debt discount	(2,518)		(427)
Change in fair value of derivative liability	10,027		(23)
Other expenses	(44,025)		(6,614)
Provision for income taxes
Net loss	(1,208,900)	(888,545)	(10,635,247)	(4,135,616)
Dividend on convertible preferred units		(65,315)	(123,079)	(159,051)
Net loss attributable to common stockholders	$ (1,208,900)	$ (953,860)	$ (10,758,326)	$ (4,294,667)
Weighted average shares outstanding, diluted				10,042,459
Diluted net (loss) income per share				$ (0.43)
Weighted average shares outstanding, basic				10,042,459
Basic net (loss) income per share				$ (0.43)
Net loss attributable to common stockholders	$ (1,208,900)	$ (953,860)	$ (10,758,326)	$ (4,294,667)
Common Class A [Member]
Other income (expense)
Net loss attributable to common stockholders	$ (2,467,101)	$ 2,297,946	$ 3,831,570	$ 2,582,508
Weighted average shares outstanding, diluted	8,991,229	28,750,000	16,461,668	24,496,575
Diluted net (loss) income per share	$ (0.27)	$ 0.08	$ 0.23	$ 0.11
Weighted average shares outstanding, basic			16,461,668	24,496,575
Basic net (loss) income per share			$ 0.23	$ 0.11
Net loss attributable to common stockholders	$ (2,467,101)	$ 2,297,946	$ 3,831,570	$ 2,582,508
Common Class B [Member]
Other income (expense)
Net loss attributable to common stockholders		$ 574,487	$ 632,509	$ 757,730
Weighted average shares outstanding, diluted		7,187,500	2,717,466	7,187,500
Diluted net (loss) income per share		$ 0.08	$ 0.23	$ 0.11
Weighted average shares outstanding, basic			2,717,466	7,187,500
Basic net (loss) income per share			$ 0.23	$ 0.11
Net loss attributable to common stockholders		$ 574,487	$ 632,509	$ 757,730

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes In Shareholders' Deficit - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Common Stock [Member] Visiox Pharmaceuticals, Inc. [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Visiox Pharmaceuticals, Inc. [Member]	Retained Earnings [Member]	Retained Earnings [Member] Visiox Pharmaceuticals, Inc. [Member]	Total	Visiox Pharmaceuticals, Inc. [Member]	Preferred Stock [Member] Convertible Preferred Units [Member] Visiox Pharmaceuticals, Inc. [Member]	Preferred Stock [Member] Convertible Series A Preferred Stock [Member] Visiox Pharmaceuticals, Inc. [Member]	Preferred Stock [Member] Convertible Series B Preferred Stock [Member] Visiox Pharmaceuticals, Inc. [Member]	Common Units [Member] Visiox Pharmaceuticals, Inc. [Member]
Balance at Dec. 31, 2021		$ 719		$ 24,281		$ (25,475)	$ (4,025,611)	$ (475)	$ (2,858,553)	$ 1,000,000			$ 167,058
Balance, shares at Dec. 31, 2021		7,187,500								463,632			10,000,000
Remeasurement for Class A shares to redemption value				(19,955,941)		(13,253,382)		(33,209,323)
Net income (loss)						3,340,238	(4,135,616)	3,340,238	(4,135,616)
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)				5,286,660				5,286,660
Proceeds from issuance of Private Placement Warrants to Sponsor				14,645,000				14,645,000
Issuance of preferred units									2,280,000	$ 2,280,000
Issuance of preferred units, shares										1,057,075
Equity-based compensation									374,603				374,603
Restricted unit issued
Restricted unit issued, shares													534,397
Convertible preferred units cumulative dividends							(159,051)		(159,051)
Equity-based compensation									993,444				993,444
Balance at Dec. 31, 2022		$ 719				(9,938,620)	(8,320,278)	(9,937,901)	(3,505,173)	$ 3,280,000			$ 1,535,105
Balance, shares at Dec. 31, 2022		7,187,500								1,520,707			10,534,397
Remeasurement for Class A shares to redemption value						(3,196,998)		(3,196,998)
Net income (loss)						2,872,433	(888,545)	2,872,433	(888,545)
Issuance of preferred units									250,000	$ 250,000
Issuance of preferred units, shares										115,907
Equity-based compensation									379,467				379,467
Restricted unit issued
Restricted unit issued, shares													133,560
Convertible preferred units cumulative dividends							(65,315)		(65,315)
Balance at Mar. 31, 2023		$ 719				(10,263,185)	(9,274,138)	(10,262,466)	(3,829,566)	$ 3,530,000			$ 1,914,572
Balance, shares at Mar. 31, 2023		7,187,500								1,636,614			10,667,957
Balance at Dec. 31, 2022		$ 719				(9,938,620)	(8,320,278)	(9,937,901)	(3,505,173)	$ 3,280,000			$ 1,535,105
Balance, shares at Dec. 31, 2022		7,187,500								1,520,707			10,534,397
Remeasurement for Class A shares to redemption value						(5,813,213)		(5,813,213)
Face value of convertible note in excess of fair value				152,430				152,430
Net income (loss)						4,464,079	(10,635,247)	4,464,079	(10,635,247)
Issuance of convertible Series B preferred stock	$ 719	$ (719)			(267)							$ 267
Issuance of convertible Series B preferred stock, shares	7,187,500	(7,187,500)										267,120
Reduction of U/W Fee Payable				10,812,500				10,812,500
Contribution - shareholder non-redemption agreements				118,298				118,298
Shareholder non-redemption agreements				(118,298)				(118,298)
Issuance of preferred units									600,000	$ 600,000
Issuance of preferred units, shares										278,177
Equity-based compensation					791,812				1,554,962				763,150
Restricted unit issued
Restricted unit issued, shares													267,120
Convertible preferred units cumulative dividends							(123,079)		(123,079)
Conversion to Delaware corporation (Note 1)					6,451,159				285,637	$ (3,880,000)	$ 1,931	$ 10,802	$ (2,298,255)
Conversion to Delaware corporation (Note 1), shares										(1,798,884)	1,931,287	10,801,517	(10,801,517)
Balance at Dec. 31, 2023	$ 719			10,964,930	7,242,704	(11,287,754)	(19,078,604)	(322,105)	(11,822,900)		$ 1,931	$ 11,069
Balance, shares at Dec. 31, 2023	7,187,500										1,931,287	11,068,637
Remeasurement for Class A shares to redemption value						(234,853)		(234,853)
Face value of convertible note in excess of fair value				242,489				242,489
Issuance of subscription shares				213,764				213,764
Net income (loss)						(2,467,101)	(1,208,900)	(2,467,101)	(1,208,900)
Equity-based compensation					391,646				391,646
Balance at Mar. 31, 2024	$ 719			$ 11,421,183	$ 7,634,350	$ (13,989,708)	$ (20,287,504)	$ (2,567,806)	$ (12,640,154)		$ 1,931	$ 11,069
Balance, shares at Mar. 31, 2024	7,187,500										1,931,287	11,068,637

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (2,467,101)	$ 2,872,433	$ 4,464,079	$ 3,340,238
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account	(234,853)	(3,196,998)	(5,813,213)	(4,316,583)
Interest expense – debt discount	183,310		8,966
Changes in operating assets and liabilities:
Prepaid expenses	15,646	89,360	599,440	(680,663)
Accounts payable and accrued expenses	213,005	23,098	(28,629)	125,533
Due to affiliate	30,000	30,000	116,250	122,689
Net cash used in operating activities	(2,259,993)	(182,107)	(653,107)	(1,408,786)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemptions			284,916,127
Cash deposited to Trust Account				(294,687,500)
Net cash provided by (used in) investing activities			284,916,127	(294,687,500)
Cash flows from financing activities:
Proceeds from Subscription Liability	1,995,966
Proceeds from Initial Public Offering net of underwriting fees				282,500,000
Proceeds from sale of private units				14,645,000
Repayment of promissory note - related party				(252,915)
Payment of offering costs				(298,540)
Redemption of ordinary shares			(284,916,127)
Proceeds from Sponsor note	264,027		155,848
Net cash provided by financing activities	2,259,993		(284,760,279)	296,593,545
Net change in cash		(182,107)	(497,259)	497,259
Cash, beginning of year		497,259	497,259
Cash, end of year		315,152		497,259
Noncash investing and financing activity
Remeasurement of Class A ordinary shares to redemption value	234,853	3,196,998	5,813,213	33,209,323
Initial value of Class A ordinary shares subject to possible redemption				294,687,500
Deferred underwriting commissions payable charged to additional paid in capital			(10,812,500)	10,812,500
Sponsor shares contributed for no redemption of shares			118,298
Conversion of Class B shares to Class A			719
Visiox Pharmaceuticals, Inc. [Member]
Cash flows from operating activities:
Net loss	(1,208,900)	(888,545)	(10,635,247)	(4,135,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation expense	391,646	379,467	1,554,962	1,368,047
Amortization of debt discount	2,518		427
Change in fair value of derivative liability	(10,027)		23
Changes in operating assets and liabilities:
Accounts payable	(73,410)	169,689	1,004,816	843,311
Accrued expenses	(244,613)		361,590	148,710
License fee			6,000,000
Net cash used in operating activities	(1,142,786)	(339,389)	(1,713,429)	(1,775,548)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred units		250,000	600,000	2,280,000
Proceeds from issuance of convertible promissory note payable	1,000,000		1,000,000
Net cash provided by financing activities	1,000,000	250,000	1,600,000	2,280,000
Net change in cash	(142,786)	(89,389)	(113,429)	504,452
Cash, beginning of year	535,977	649,406	649,406	144,954
Cash, end of year	$ 393,191	$ 560,017	535,977	649,406
Noncash investing and financing activity
Issuance of preferred units related to company incorporation			(134)
Conversion to Delaware corporation			267
Derivative liability discount			10,004
Non-cash convertible preferred unit accrued			$ 123,079	$ 159,051

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY PowerUp Acquisition Corp. (the “Company” or “PowerUp”) was incorporated as a Cayman Islands exempted company on February 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “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. On December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”). The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination. See Note 6 for further information. As of March 31, 2024, the Company had not commenced any operations. Substantially all activity from February 9, 2021 (inception) through March 31, 2024 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the IPO, the search for a prospective initial Business Combination, the negotiation of the Merger Agreement and actions taken to advance the business combination with Visiox. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on February 17, 2022. On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to Class A ordinary shares included in the Units offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”) at a price of $ 1.50 per Private Placement Warrant in a private placement to the Company’s original sponsor, PowerUp Sponsor LLC (the “Original Sponsor”) generating gross proceeds of $ 13,707,500 which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $ 37,500,000 . Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $ 937,500 . Offering costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 606,080 of other costs. As described in Note 6, the $ 10,812,500 of deferred underwriting fee payable was contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement. On June 28, 2023, the underwriters of the IPO, agreed to waive their entitlements to the deferred underwriting commissions of $ 10,812,500 pursuant to the underwriting agreement for the IPO (the “Underwriting Agreement”). As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying condensed consolidated financial statements (see Note 6). Following the closing of the IPO, $ 294,687,500 ($ 10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement Warrants was placed in a trust account (“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. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in January 2024, the Company instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO 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 initial 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 it enters into a definitive agreement for the initial 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 a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders 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 $ 11.03 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are 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 shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are 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 has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the consolidated balance sheet until such date that a redemption event takes place. 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 an initial Business Combination. If the Company seeks shareholder approval of a Business Combination, the Company will proceed with the 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 shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder 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 shareholder approval in connection with a Business Combination, the Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of the Business Combination. The New Sponsor (as defined below) is subject to this same obligation. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Original Sponsor, and its initial officers and directors (the “Initial Shareholders”) agreed not to propose an amendment to the Memorandum and Articles of Association 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 Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. The New Sponsor and the Company’s current officers and directors are subject to this same obligation. On May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extension Meeting”). At the 2023 Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to May 23, 2024 (the “2023 Extension Amendment”). In connection with the approval of the 2023 Extension Amendment, holders of 26,946,271 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 10.55 per share, for an aggregate of approximately $ 284 million. Following the 2023 Extension Meeting, on May 18, 2023, those Initial Shareholders holding all of the issued and outstanding Class B ordinary shares of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one-for-one basis (the “Conversion”). As a result, 7,187,500 of the Company’s Class B ordinary shares were cancelled and 7,187,500 of the Company’s Class A ordinary shares were issued to converting Class B shareholders. On August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the per share redemption price for the redemption of public shares effected on May 18, 2023 should have been approximately $ 10.57 , which is approximately $ 0.02 higher than the approximately $ 10.55 per share previously paid. The Company made a “true-up” payment in the amount of approximately $ 0.02 per share to the holders of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of $ 632,968 . On April 13, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”) to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of a Business Combination. On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination. On August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), (i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell tendered their resignations as members of the board of directors of the Company (the “Board”), (ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company, (iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board, (iv) Surendra Ajjarapu was appointed Chairman of the Board, and (v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. On May 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extension Meeting”). At the 2024 Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2024 to February 17, 2025 (the “2024 Extension Amendment”). In connection with the approval of the 2024 Extension Amendment, holders of 1,226,085 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 11.24 per share, for an aggregate of approximately $ 13.8 million (See Note 10 for subsequent update on 2024 extension meeting). If the Company is unable to complete a Business Combination by February 17, 2025, 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 us 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 Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the requirements of applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by February 17, 2025, or during any additional extension period (the “Combination Period”). However, if the Initial Shareholders acquired Public Shares in or after the IPO, they are 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 have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 11.24 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsors have 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 Business Combination, 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 IPO 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 Sponsors 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 Sponsors 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. Going Concern As of March 31, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 2,567,806 . As of March 31, 2024, the Company had $ 20,136,022 in its trust account to be used for a Business Combination or to repurchase or redeem its Class A ordinary shares in connection therewith. As of March 31, 2024, $ 234,853 of the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account. The Company had 15 months from the closing of the IPO to consummate an initial Business Combination. At the 2024 Extension Meeting, the Company’s shareholders approved the 2024 Extension Amendment that served to extend the date by which the Company must consummate its initial Business Combination to February 17, 2025 (See Note 10 for subsequent extraordinary general meeting on May 22, 2024). The remaining life of the Company as of March 31, 2024 is under 12 months. Until the consummation of a Business Combination, the Company will be using 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 New Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. 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 consolidated financial statements. These consolidated 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.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY PowerUp Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “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. On December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and ., a Delaware corporation (“ ”). The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination. See Note 6 for further information. As of December 31, 2023, the Company had not commenced any operations. Substantially all activity from February 9, 2021 (inception) through December 31, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on February 17, 2022. On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to Class A ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”) at a price of $ 1.50 per Private Placement Warrant in a private placement to the Company’s original sponsor, PowerUp Sponsor LLC (the “Original Sponsor”) generating gross proceeds of $ 13,707,500 which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $ 37,500,000 . Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $ 937,500 . Offering costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 606,080 of other costs. As described in Note 6, the $ 10,812,500 of deferred underwriting fee payable was contingent upon the consummation of a Business Combination by May 23, 2024, subject to the terms of the underwriting agreement. On June 28, 2023, the underwriters of the IPO, agreed to waive their entitlements to the deferred underwriting commissions of $ 10,812,500 pursuant to the underwriting agreement for the IPO (the “Underwriting Agreement”). As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying consolidated financial statements (see Note 6). Following the closing of the IPO, $ 294,687,500 ($ 10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement Warrants was placed in a trust account (“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 IPO 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 initial 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 it enters into a definitive agreement for the initial 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 a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders 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 $ 11.03 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are 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 shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are 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 has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the consolidated balance sheet until such date that a redemption event takes place. 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 an initial Business Combination. If the Company seeks shareholder approval of a Business Combination, the Company will proceed with the 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 shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder 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 shareholder approval in connection with a Business Combination, the Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of the Business Combination. The New Sponsor (as defined below) may be deemed to be subject to this same obligation. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Original Sponsor, and its initial officers and directors (the “Initial Shareholders”) agreed not to propose an amendment to the Memorandum and Articles of Association 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 Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. The New Sponsor and the Company’s current officers and directors may be deemed to be subject to this same obligation. On May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to May 23, 2024 (the “Extension Amendment”). In connection with the approval of the Extension Amendment at the Extraordinary General Meeting, holders of 26,946,271 of the Company’s ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 10.55 per share, for an aggregate of approximately $ 284 million. On August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the per share redemption price for the redemption of public shares effected on May 18, 2023 should have been approximately $ 10.57 , which is approximately $ 0.02 higher than the approximately $ 10.55 per share previously paid. The Company made a “true-up” payment in the amount of approximately $ 0.02 per share to the holders of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of $ 632,968 . Following the Extraordinary General Meeting, on May 18, 2023, those Initial Shareholders holding all of the issued and outstanding Class B ordinary shares of 7,187,500 of the Company’s Class B ordinary shares were cancelled and 7,187,500 of the Company’s Class A ordinary shares were issued to converting Class B shareholders. On April 13, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”) to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of business combination. On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination. On August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), (i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell tendered their resignations as members of the board of directors of the Company (the “Board”), (ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company, (iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board, (iv) Surendra Ajjarapu was appointed Chairman of the Board, and (v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. If the Company is unable to complete a Business Combination by May 23, 2024, 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 us 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 Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the requirements of applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by May 23, 2024, or during any additional extension period (the “Combination Period”). However, if the Initial Shareholders acquired Public Shares in or after the IPO, they are 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 have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 11.03 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsors have 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 Business Combination, 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 IPO 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 Sponsors 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 Sponsors 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. On December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and . The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination. See Note 6 for further information. Going Concern As of December 31, 2023, the Company had $ 0 in its operating bank account and a working capital deficit of $ 322,105 . As of December 31, 2023 and 2022, the Company had $ 19,901,169 and $ 299,004,083 in its trust account. On May 18, 2023, 26,946,271 of the Company’s ordinary shares were redeemed and as of December 31, 2023, $ 19,901,169 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith. As of December 31, 2023 and December 31, 2022, $ 5,813,213 and $ 4,316,583 of the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account, respectively. The Company had 15 months from the closing of the IPO to consummate an initial business combination. At the Extraordinary General Meeting, the Company’s shareholders approved the Extension Amendment that served to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to May 23, 2024. The remaining life of the Company as of December 31, 2023 is under 12 months. Until the consummation of a Business Combination, the Company will be using 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 New Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. 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 consolidated financial statements. These consolidated 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.
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	1. DESCRIPTION OF BUSINESS DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Business Description Visiox Pharmaceuticals, Inc. f/k/a Visiox Pharma, LLC (the “Company” or “Visiox”) was formed as a Delaware limited liability company in May 2019 under the name Ameribridge Health, LLC. On October 22, 2021, the Company filed a Certificate of Amendment with the State of Delaware to change its legal name to Visiox Pharma, LLC. On June 9, 2023, the Company amended the certificate of formation of Visiox Pharma, LLC to change the name of the Company to Visiox Pharmaceuticals, Inc. and subsequently converted the organizational structure from an LLC to a Delaware “C” Corporation (the “Conversion”). In connection with the Conversion each convertible preferred unit was converted into one share of convertible Series A preferred stock, each common unit was converted into one share of convertible Series B preferred stock and each restricted equity unit was converted into one share of convertible Series B preferred stock in the Corporation. The cumulative dividend on the convertible preferred units was paid-in-kind in the form of convertible Series B preferred stock to all holders of the convertible preferred units at the Conversion. The Conversion did not result in any change in the business, management, fiscal year, accounting, location of principal executive officers, or assets or liabilities of the Company. Visiox is a biopharmaceutical company focused on the development and commercialization of ophthalmic therapeutic candidates to address highly prevalent diseases such as ocular hypertension and open angle glaucoma. The Company has two primary lead candidates, PDP-716 and SDN-037. On December 8, 2022, Visiox received FDA acceptance of the PDP-716 New Drug Application (“NDA”). The success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional funding through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development or commercialization programs, or the Company’s ability to fund these programs. Going Concern The Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the issuance date of these financial statements. Based on such evaluation and the Company’s current plans, which are subject to change, and the Company’s existing liquidity, there is substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company expects to continue to incur substantial losses, and the success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and operations. If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all.	1. DESCRIPTION OF BUSINESS DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Business Description Visiox Pharmaceuticals, Inc. f/k/a Visiox Pharma, LLC (the “Company” or “Visiox”) was formed as a Delaware limited liability company in May 2019 under the name Ameribridge Health, LLC. On October 22, 2021, the Company filed a Certificate of Amendment with the State of Delaware to change its legal name to Visiox Pharma, LLC. On June 9, 2023, the Company amended the certificate of formation of Visiox Pharma, LLC to change the name of the Company to Visiox Pharmaceuticals, Inc. and subsequently converted the organizational structure from an LLC to a Delaware “C” Corporation (the “Conversion”). In connection with the Conversion each convertible preferred unit was converted into one share of convertible Series A preferred stock, each common unit was converted into one share of convertible Series B preferred stock and each restricted equity unit was converted into one share of convertible Series B preferred stock in the Corporation. The cumulative dividend on the convertible preferred units was paid-in-kind in the form of convertible Series B preferred stock to all holders of the convertible preferred units at the Conversion. The Conversion did not result in any change in the business, management, fiscal year, accounting, location of principal executive officers, or assets or liabilities of the Company. Visiox is a biopharmaceutical company focused on the development and commercialization of ophthalmic therapeutic candidates to address highly prevalent diseases such as ocular hypertension and open angle glaucoma. The Company has two primary lead candidates, PDP-716 and SDN-037. On December 8, 2022, Visiox received FDA acceptance of the PDP-716 New Drug Application (“NDA”). The success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional funding through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development or commercialization programs, or the Company’s ability to fund these programs. Going Concern The Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the issuance date of these financial statements. Based on such evaluation and the Company’s current plans, which are subject to change, and the Company’s existing liquidity, there is substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company expects to continue to incur substantial losses, and the success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and operations. If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future period. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an emerging growth company as defined in Section 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 condensed consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 significant 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 condensed consolidated 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 no t have any cash equivalents as of March 31, 2024 and December 31, 2023. Investments Held in Trust Account At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank, and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable, and $ 606,080 of other offering costs. This amount was charged to shareholders’ deficit upon the completion of the IPO. 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 March 31, 2024 and December 31, 2023, 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 (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2024 and December 31, 2023, 1,803,729 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022. At March 31, 2024, no warrants have been exercised. The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for all periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares. SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08 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 consolidated 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 (as defined below) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated financial statements and disclosures.	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an emerging growth company as defined in Section 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 consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. 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 significant 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 consolidated 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 no t have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable, and $ 606,080 of other offering costs. This amount was charged to shareholders’ deficit upon the completion of the IPO. 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 (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,803,729 and 28,750,000 ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169 Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022. At December 31, 2023, no warrants have been exercised. The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for years ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted income per ordinary share is the same as basic income per ordinary share for all periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For year ended For year ended December 31, 2023 December 31, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,831,570 $ 632,509 $ 2,582,508 $ 757,730 Denominator: Weighted average shares outstanding 16,461,668 2,717,466 24,496,575 7,187,500 Basic and dilution net income per share $ 0.23 $ 0.23 $ 0.11 $ 0.11 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 consolidated 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 (as defined below) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements 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 and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, valuation of derivative liability, equity-based compensation and accruals for research and development expenses. Actual results could differ from those estimates, and such differences could be material to the financial statements. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed financial statements are disclosed in the notes to our 2023 financial statements. There were no newly adopted accounting policies during the period ending March 31, 2024. Fair Value Measurement 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. All financial assets and liabilities are approximate to their fair value. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates. ASUs not discussed in these financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In August 2020, the FASB issued 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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has evaluated the impact of adopting ASU 2020-06 and determined the standard will not have a material effect on the financial statements and its related disclosures.	2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements 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 and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, valuation of derivative liability, equity-based compensation and accruals for research and development expenses. Actual results could differ from those estimates, and such differences could be material to the financial statements. Fair Value Measurement 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ 10,027 - - 10,027 Fair Value Measurements at December 31, 2022 using: December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ - - - - As of December 31, 2023 the Company had a Level 3 financial instrument related to the derivative liability bifurcated from a debt host contract. Derivative Financial Instruments The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Concentrations of Credit Risk Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the federal depository insurance corporation limit of $ 250,000 . As of December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash The Company maintains cash balances in one U.S. bank which at times may exceed the amount insured by the Federal Deposit Insurance Corporation. As of December 31, 2023, the Company had approximately $ 535,000 of cash, none of which was held in foreign bank accounts. Of this amount, $ 287,977 is not covered by the FDIC as of year-end. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023, the Company had no cash equivalents. Accrued Expenses For the year ended December 31, 2023, accrued expenses consisted of $ 504,136 of legal expenses incurred in connection with IPO preparation, as well as $ 6,164 in accrued interest on the convertible note payable. For the year ended December 31, 2022, accrued expenses consisted of $ 12,191 136,519 License Fee $ 6,000,000 Liability to be Settled in Equity Liability to be settled in equity consisted of $ 3,000,000 of consideration in connection with the license agreement entered into on December 7, 2021. As of December 31, 2023, the liability is to be settled through the issuance of 1,390,885 convertible Series B preferred stock. As of the date of these financial statements, the liability has not been settled (Note 5). Convertible Instruments   The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for redemption features as a separate instrument and allocates the fair value of the of the redemption feature between the host contract and the bifurcated instrument. The fair value of the redemption feature is recognized as a derivative liability, with a corresponding debit to debt discount to the host instrument. The debt discount is then amortized using the interest method. The derivative liability is recorded at fair value for each reporting period, with changes in fair value recorded in the Company’s statement of operations. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. Research and Development Research and development expenses consist primarily of consulting, regulatory and manufacturing related costs, third-party license fees and external costs of vendors engaged to conduct preclinical development activities. These expenses are expensed as incurred and non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized in prepaid expenses and other current assets. The Company enters into arrangements with contract research organizations in connection with pre-clinical and clinical trials. Such arrangements often provide for payment prior to commencing the project or based upon predetermined milestones throughout the period during which services are expected to be performed. As part of the process of preparing the Company’s financial statements, management is required to estimate prepaid and accrued clinical trial expenses. The date on which services commence, the level of services performed on or before a given date, and the cost of such services are often determined based on subjective judgments informed by the facts and circumstances known to management from the terms of the contract and the Company’s ongoing monitoring of service performance. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Equity Based Compensation The equity-based payments are accounted for in accordance with the provisions of ASC 718, Compensation — Stock Compensation. The Company measures the estimated fair value of the equity-based award on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of equity-based awards. The expected term is based on the “simplified method”, due to the Company’s limited equity award history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not have its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although the Company believes its assumptions used to calculate equity-based compensation expenses are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period. The Company has not issued any equity-based awards with performance- or market-based vesting conditions. The Company accounts for forfeitures as they occur. The Company classifies equity-based compensation expenses in its statements of operations in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for the Company’s equity, the Company utilized recent equity sales with third parties to estimate the fair value of the Company’s common units at the time of each grant date. The equity sales were arm’s length transactions. Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through June 9, 2023 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective June 9, 2023, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. As of September 30, 2023, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets. The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations. Loss Per Common Stock/ Unit Net Income per Ordinary Share The Company calculates basic and diluted net loss per share or unit in conformity with the two-class method required for participating securities. Under the two-class method, net loss is allocated between common units and other participating securities based on their participation rights. To calculate the basic net loss per unit attributable to common stock/unit holders numerator, income available to common stock/units holders must be computed by deducting both the dividends declared in the period on convertible preferred stock/units (whether or not paid) and the dividends accumulated for the period on cumulative convertible preferred stock/units (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. Accordingly, the Company reduced the numerator for basic EPS by deducting/(increasing) the amount of cumulative preferred dividend from net income/(loss) in each period presented prior to the Company’s preferred stock becoming convertible upon the Change in Control, which occurred in June 2023. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Diluted net loss per unit is computed using the more dilutive of (a) the two-class method, (b) treasury stock method, or (c) if-converted method as applicable, to potentially dilutive instruments. Potentially dilutive instruments consist of unvested incentive stock/units and the potential issuance of common units upon exercise of outstanding equity awards or conversion of preferred stock/units. The dilutive effect of the convertible preferred stock is assessed by application of the “if-converted” method in periods where such application would be dilutive. The following table sets forth the number of potential shares of common units that have been excluded from diluted net loss per share because their effect was anti-dilutive: SCHEDULE OF POTENTIAL SHARES OF COMMON UNITS EXCLUDED FROM DILUTED NET LOSS PER SHARE AND EFFECT WAS ANTI-DILUTIVE 2022 2021 December 31, 2023 2022 Restricted equity stock/units 534,238 1,068,474 Value Appreciation Rights 767,827 710,824 Total 1,302,065 1,779,298 Recently Issued Accounting Pronouncements Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates. ASUs not discussed in these financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In August 2020, the FASB issued 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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has evaluated the impact of adopting ASU 2020-06 and determined the standard will have a material effect on the financial statements and its related disclosures.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit. Each Unit consisted of one Class A ordinary share and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one whole Class A ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit. Each Unit consisted of one Class A ordinary share and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one whole Class A ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Private Placement Warrants
PRIVATE PLACEMENT WARRANTS	NOTE 4. PRIVATE PLACEMENT WARRANTS On February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 14,645,000 . Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis. The Original Sponsor and the Company’s initial officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. The New Sponsor and the Company’s current officers and directors are subject to this same obligation.	NOTE 4. PRIVATE PLACEMENT WARRANTS On February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 14,645,000 . Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis. The Original Sponsor and the Company’s initial officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. The New Sponsor and the Company’s current officers and directors may be deemed to be subject to this same obligation.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares for an aggregate price of $ 25,000 , and on December 18, 2021, the Original Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Original Sponsor then owned an aggregate of 6,468,750 Class B ordinary shares. On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend of its Class B ordinary shares, so that the Original Sponsor owned an aggregate of 7,187,500 Founder Shares. The share dividend was retroactively restated. Since the underwriters’ exercised their overallotment option in full upon IPO, none of the Founder Shares were forfeited. The Founder Shares are subject to certain transfer restrictions, as described in this Note 5. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. On August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 Private Placement Warrants for an aggregate purchase price of $ 1.00 , payable at the time of the initial Business Combination. Related Party Loans On February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of June 30, 2023 or the completion of the IPO. As of December 31, 2021 the amount outstanding was $ 238,596 . The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of as of March 31, 2024 and December 31, 2023. In addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, $ 450,000 and $ 250,000 in Working Capital Loans were outstanding. Administrative Services Fee The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $ 10,000 for office space, secretarial and administrative services. For the three months ended March 31, 2024 and 2023, the Company has incurred $ 30,000 and $ 30,000 , respectively, of expenses under this arrangement. Due to affiliate As of March 31, 2024 and December 31, 2023, $ 268,939 and $ 238,939 , respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying condensed consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds. The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares for an aggregate price of $ 25,000 , and on December 18, 2021, the Original Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Original Sponsor then owned an aggregate of 6,468,750 Class B ordinary shares. On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend of its Class B ordinary shares, so that the Original Sponsor owned an aggregate of 7,187,500 Founder Shares. The share dividend was retroactively restated. Since the underwriters’ exercised their overallotment option in full upon IPO, none of the Founder Shares were forfeited. The Founder Shares are subject to certain transfer restrictions, as described in this Note 5. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property . On August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants for an aggregate purchase price of $ 1.00 , payable at the time of the initial Business Combination. Related Party Loans On February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of June 30, 2023 or the completion of the IPO. As of December 31, 2021 the amount outstanding was $ 238,596 . The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of as of December 31, 2023 and 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. 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 $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, $ 158,848 0 Administrative Services Fee The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $ 10,000 for office space, secretarial and administrative services. For the year ended December 31, 2023 and 2022, the Company has incurred $ 120,000 and $ 100,000 , respectively, of expenses under this arrangement. Loan and Transfer Agreement On December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000 (the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and the Sponsor loaned $ 250,000 to the Company (the “SPAC Loan”). As of December 31, 2023 and December 31, 2022, there was $ 155,848 and $ 0 in borrowings under the agreement, respectively (see note 6). The Company analyzed its Loan and Transfer Agreements under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting under ASC 470 “Debt”. As of December 31, 2023, the Sponsor received an aggregate of $ 155,848 155,848 8,966 143,464 Pursuant to ASC 470, the Company recorded the fair value of the loan and transfer liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. Due to affiliate As of December 31, 2023 and 2022, $ 238,939 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds. The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account .
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
RELATED PARTY TRANSACTIONS	11. RELATED PARTY TRANSACTIONS TardiMed Sciences, LLC TardiMed Sciences, LLC, a Connecticut limited liability company (“TardiMed”) is a founder and seed investor of the Company and has been intimately involved in Company dealings at all stages. Michael Derby, former Chairman of the Board of the Company is a Managing Member of TardiMed. Zachary Rome, Board Member of the Company is a partner of TardiMed. As of March 31, 2024, TardiMed holds 618,325 10,000,000 801,436 801,435 For the three months ended March 31, 2024 and 2023, the Company incurred $ 0 and $ 300,000 , respectively, for management services. The Agreement with TardiMed was terminated on December 26, 2023. For the three months ended March 31, 2024 and 2023, the Company incurred $ 3,351 and $ 40,009 respectively, for reimbursable expenses from TardiMed. As of March 31, 2024 and December 31, 2023, the Company owed TardiMed $ 1,750,000	11. RELATED PARTY TRANSACTIONS TardiMed Sciences, LLC TardiMed Sciences, LLC, a Connecticut limited liability company (“TardiMed”) is a founder and seed investor of the Company and has been intimately involved in the Company at all stages. Michael Derby, former Chairman of the Board of the Company is a Managing Member of TardiMed. Zachary Rome, Board Member of the Company is a partner of TardiMed. As of December 31, 2023, TardiMed holds 618,325 10,000,000 Michael Derby and Zachary Rome were both issued 801,436 and 801,435 restricted equity units, respectively . 11. RELATED PARTY TRANSACTIONS (cont.) For the years ended December 31, 2023 and 2022, the Company incurred $ 1,200,000 1,200,000 For the years ended December 31, 2023 and 2022, the Company incurred $ 100,843 94,549 As of December 31, 2023 and 2022, the Company had an outstanding balance owed to TardiMed of $ 1,750,000 800,156

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022. These holders are entitled to certain demand and “piggyback” registration rights. 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 final prospectus relating to the IPO to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 23, 2022, the underwriters elected to fully exercise the over-allotment option purchasing 3,750,000 Units. The underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the closing of the Business Combination ($ 750,000 in the aggregate). In addition, the underwriters were originally entitled to a deferred underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO. The total deferred fee was $ 10,812,500 consisting of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination. The deferred fee was to 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. On June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance with the Underwriting Agreement. As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying condensed consolidated financial statements. Non-Redemption Agreements The Original Sponsor entered into Non-Redemption Agreements with various shareholders of the Company (the “Non-Redeeming Shareholders”), pursuant to which these shareholders agreed not to redeem a portion of their Class A ordinary shares (the “Non-Redeemed Shares”) solely in connection with the 2023 Extension Meeting, but such shareholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Original Sponsor agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Original Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 750,000 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $ 118,298 or approximately $ 0.15 per share. The fair value was determined using the probability of a successful Business Combination of 5 %, a volatility of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as of the valuation date of $ 10.51 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Shareholder acquired from the Original Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Original Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost. Purchase Agreement On July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the New Sponsor and the Original Sponsor, pursuant to which the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement), for an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination. On August 18, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. Contingent Agreement On April 13, 2023, the Company engaged CCM to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of Business Combination. On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination. The fair value of the equity shares at the grant date which will be determined upon the consummation of a Business Combination. Merger Agreement On December 26, 2023, the Company entered into the Merger Agreement with Merger Sub, the Sponsor, Visiox, and Ryan Bleeks, in the capacity as the seller representative. Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of PowerUp (the “Share Exchange”) subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of PowerUp. Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding pre-Domestication preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one share of Company Preferred Stock, one share of Company Class A Common Stock, one share of Company Class B Common Stock, one Company Private Warrant, one Company Public Warrant, and one Company Public Unit, respectively. Immediately following the Domestication, (i) each share of Company Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Company Class A Common Stock, (ii) the Company Class A Common Stock will be reclassified as Company Common Stock, and (iii) each Company Public Unit will be separated into shares of Company Common Stock and Company Public Warrants. Merger Consideration As consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from the Company, in the aggregate, a number of shares of Company Common Stock with an aggregate value equal to the Merger Consideration. Under the Merger Agreement, “Merger Consideration” means (a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number of Rollover RSUs, multiplied by (ii) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement. In addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from the Company, in the aggregate, an additional 6,000,000 shares of Company Common Stock as follows: (a) In the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 % occurs within twelve (12) months of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “Launch Earnout Share Payment”). (b) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the “$ 12.50 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 12.50 per share (the “First Share Price Target”) for 20 out of any 30 consecutive Trading Days during the period beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout Period”), and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 12.50 Earnout Share Payment”). In the event the First Share Price Target was achieved prior to the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the $ 12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved on or after the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the date on which the First Share Price Target was achieved. No $ 12.50 Earnout Share Payment shall be earned if the $ 12.50 Earnout Eligibility Date is a date later than the end of the Earnout Period. (c) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the “$ 15.00 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 15.00 per share (the “Second Share Price Target”) for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 15.00 Earnout Share Payment”). In the event the Second Share Price Target was achieved prior to the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the $ 15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was achieved. No $ 15.00 Earnout Share Payment shall be earned if the $ 15.00 Earnout Eligibility Date is a date later than the end of the Earnout Period. Loan and Transfer Agreement On December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000 to the Sponsor and the Sponsor loaned $ 250,000 to the Company. On January 9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and , pursuant to which the Apogee loaned an aggregate of $ 50,000 to the Sponsor and the Sponsor loaned $ 50,000 to the Company. On January 10, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned an aggregate of $ 150,000 to the Sponsor and the Sponsor loaned $ 150,000 to the Company. As of March 31, 2024 and December 31, 2023, there was $ 419,875 and $ 155,848 in borrowings under the agreement, respectively. The Company analyzed its Loan and Transfer Agreements under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting under ASC 470 “Debt”. As of March 31, 2024, the Sponsor received an aggregate of $ 419,875 under the Loan and Transfer Agreement of which $ 419,875 was funded to the Company. The amounts received under the Loan and Transfer Agreement were recorded as a Loan and Transfer Liability on the accompanying condensed consolidated balance sheets. The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw. During the three months ended March 31, 2024, the Company recorded $ 183,310 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount as of March 31, 2024 amounted to $ 202,643 . Pursuant to ASC 470, the Company recorded the fair value of the loan and transfer liability on the condensed consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its condensed consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. In connection with the execution of the Merger Agreement, on December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000 (the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and the Sponsor loaned $ 250,000 to the Company (the “SPAC Loan”). The Sponsor Loan accrues interest at 8 % per annum and the SPAC Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination. The Funded Amount, together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s initial business combination, at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest. As additional consideration for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the Company to the Lender for each $1.00 multiple of the Funded Amount, which included the registration rights previously provided by the Company to the Sponsor. In connection with the execution of the Merger Agreement, on January 9, 2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and Apogee Pharma Inc. (“Apogee”), pursuant to which the Apogee loaned an aggregate of $ 50,000 to the Sponsor and the Sponsor loaned $ 50,000 to the Company. The Sponsor Loan accrues interest at 8 % per annum and the SPAC Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination. The Funded Amount, together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s initial business combination, at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest. As additional consideration for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the Company to the Lender for each $ 1.00 multiple of the Funded Amount, which included the registration rights previously provided by the Company to the Sponsor. In connection with the execution of the Merger Agreement, on January 10, 2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and Jinal Sheth (“Sheth”), pursuant to which the Sheth loaned an aggregate of $ 150,000 to the Sponsor and the Sponsor loaned $ 150,000 to the Company. The Sponsor Loan accrues interest at 8 % per annum and the SPAC Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination. The Funded Amount, together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s initial business combination, at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest. As additional consideration for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the Company to the Lender for each $ 1.00 multiple of the Funded Amount, which included the registration rights previously provided by the Company to the Sponsor. Convertible Promissory Note On December 1, 2023, Visiox issued Sponsor a secured convertible promissory note (“Visiox Convertible Note”) in the principal amount of up to $ 2,000,000 . The Visiox Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All then outstanding principal, together with any then unpaid and accrued interest and other amount payable under the Visiox Convertible Note shall be due and payable at the earlier of (i) when requested in writing by the Sponsor on or after November 30, 2024 (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts become due and payable in accordance with the terms of the Visiox Convertible Note. The Visiox Convertible Note may not be prepaid without the consent of the Sponsor. Advisory Services Agreement The Company shall (a) on behalf Visiox, pay $ 2.0 million to the Sponsor for advisory services (the “Advisory Fee”) and (b) on behalf of the Company, issue the Sponsor 2,000,000 shares of the Company’s post-closing common stock as partial consideration for the Sponsor entering into the Visiox Convertible Note; and (c) issue the Sponsor up to 1,000,000 shares of the Company’s post-closing common stock as partial consideration for the Sponsor entering into Working Capital Loans, such exact number to be the actual dollar amount of principal loaned, which totaled $ 450,000 as of March 31, 2024. Subscription Agreement On March 5, 2024, the Company entered into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,000 to support the Company’s de-SPAC transaction. The Company has certain obligations under Subscription Agreements, including to issue shares of its Class A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the investors. For the three months ended March 31, 2024, the Company recorded $ 1,786,236 as liability, $ 213,764 as additional paid-in capital and $ 2,000,000 subscription agreement expense at inception of the agreement. The Company analyzed its Subscription Agreement under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting under ASC 470 “Debt”. Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the condensed consolidated balance sheets using the relative fair value method. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022. These holders are entitled to certain demand and “piggyback” registration rights. 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 final prospectus relating to the IPO to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 23, 2022, the underwriters elected to fully exercise the over-allotment option purchasing 3,750,000 Units. The underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the closing of the Business Combination ($ 750,000 in the aggregate). In addition, the underwriters were originally entitled to a deferred underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO. The total deferred fee was $ 10,812,500 consisting of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination. The deferred fee was to 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. On June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance with the Underwriting Agreement. As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying consolidated financial statements. Non-Redemption Agreement The Original Sponsor entered into Non-Redemption Agreements with various shareholders of the Company (the “Non-Redeeming Shareholders”), pursuant to which these shareholders agreed not to redeem a portion of their shares of Company ordinary shares (the “Non-Redeemed Shares”) solely in connection with the extraordinary general meeting of shareholders held on May 18, 2023, but such shareholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Original Sponsor agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Original Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 750,000 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $ 118,298 or approximately $ 0.15 per share. The fair value was determined using the probability of a successful Business Combination of 5 %, a volatility of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as of the valuation date of $ 10.51 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Shareholder acquired from the Original Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Original Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost. Purchase Agreement On July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) and PowerUp Sponsor LLC (the “Original Sponsor”), pursuant to which the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination. On August 18, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. Contingent Agreement On April 13, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”) to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of Business Combination. On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination. The fair value of the equity shares at the grant date which will be determined upon the consummation of a Business Combination. Merger Agreement On December 26, 2023, the Company entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of PowerUp (the “Share Exchange”) subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of PowerUp. Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding pre-Domestication preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one share of Company Preferred Stock, one share of Company Class A Common Stock, one share of Company Class B Common Stock, one Company Private Warrant, one Company Public Warrant, and one Company Public Unit, respectively. Immediately following the Domestication, (i) each share of Company Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Company Class A Common Stock, (ii) the Company Class A Common Stock will be reclassified as Company Common Stock, and (iii) each Company Public Unit will be separated into shares of Company Common Stock and Company Public Warrants. Merger Consideration As consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from the Company, in the aggregate, a number of shares of Company Common Stock with an aggregate value equal to the Merger Consideration. Under the Merger Agreement, “Merger Consideration” means (a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number of Rollover RSUs, multiplied by (ii) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement. In addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from the Company, in the aggregate, an additional 6,000,000 shares of Company Common Stock as follows: (a) In the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 % occurs within twelve (12) months of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “Launch Earnout Share Payment”). (b) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the “$ 12.50 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 12.50 per share (the “First Share Price Target”) for 20 out of any 30 consecutive Trading Days during the period beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout Period”), and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 12.50 Earnout Share Payment”). In the event the First Share Price Target was achieved prior to the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the $ 12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved on or after the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the date on which the First Share Price Target was achieved. No $ 12.50 Earnout Share Payment shall be earned if the $ 12.50 Earnout Eligibility Date is a date later than the end of the Earnout Period. (c) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the “$ 15.00 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 15.00 per share (the “Second Share Price Target”) for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 15.00 Earnout Share Payment”). In the event the Second Share Price Target was achieved prior to the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the $ 15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was achieved. No $ 15.00 Earnout Share Payment shall be earned if the $ 15.00 Earnout Eligibility Date is a date later than the end of the Earnout Period. Loan and Transfer Agreement In connection with the execution of the Merger Agreement, o n December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000 (the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and the Sponsor loaned $ 250,000 to the Company (the “SPAC Loan”). The Sponsor Loan accrues interest at 8 % per annum and the SPAC Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination. The Funded Amount, together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s initial business combination, at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest. As additional consideration for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the Company to the Lender for each $ 1.00 Convertible Promissory Note On December 1, 2023, Visiox issued Sponsor a secured convertible promissory note (“Visiox Convertible Note”) in the principal amount of up to $ 2,000,000 . The Visiox Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All then outstanding principal, together with any then unpaid and accrued interest and other amount payable under the Visiox Convertible Note shall be due and payable at the earlier of (i) when requested in writing by the Sponsor on or after November 30, 2024 (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts become due and payable in accordance with the terms of the Visiox Convertible Note. The Visiox Convertible Note may not be prepaid without the consent of the Sponsor. Advisory Services Agreement The Company shall (a) on behalf Visiox, pay $ 2.0 million to the Sponsor for advisory services (the “ Advisory Fee 2,000,000 shares of Company Common Stock as partial consideration for the Sponsor entering into the Company Convertible Notes; and (c) issue the Sponsor up to 1,000,000 shares of Company Common Stock as partial consideration for the Sponsor entering into Working Capital Loans, such exact number to be the actual dollar amount of principal loaned.
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
COMMITMENTS AND CONTINGENCIES	5. COMMITMENTS AND CONTINGENCIES Legal Periodically, the Company reviews the status of any significant matters that exist and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. As of March 31, 2024 the Company had no pending claims or litigation that are expected to materially affect the Company’s results going forward. License Agreement The Company is party to license agreements, which include contingent payments. These payments will become payable if and when certain development, regulatory and commercial milestones are achieved. As well as Company related transactions such as private or public debt or equity financings are achieved. As of March 31, 2024, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable. See Note 4, “License Agreement”.	5. COMMITMENTS AND CONTINGENCIES Legal Periodically, the Company reviews the status of any significant matters that exist and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. As of December 31, 2023 the Company had no pending claims or litigation that are expected to materially affect the Company’s results going forward. License Agreement The Company is party to license agreements, which include contingent payments. These payments will become payable if and when certain development, regulatory and commercial milestones are achieved. As well as Company related transactions such as private or public debt or equity financings are achieved. As of December 31, 2023, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable. See Note 4, “Licensing Agreements”.

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At March 31, 2024 and December 31, 2023, there were no preference shares issued or outstanding. Class A ordinary shares 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of March 31, 2024 and December 31, 2023, there were 7,187,500 Class A ordinary shares issued and outstanding (excluding 1,803,729 Class A ordinary shares subject to possible redemption). Class B ordinary shares 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of March 31, 2024 and December 31, 2023, there were 0 Class B ordinary shares outstanding. If there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A ordinary shares 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2023 and 2022, there were 7,187,500 and no Class A ordinary shares, respectively, issued and outstanding (excluding 1,803,729 and 28,750,000 Class A ordinary shares subject to possible redemption, respectively). Class B ordinary shares 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share. As of December 31, 2023 and 2022, there were 0 and 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time. If there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
SHAREHOLDERS’ DEFICIT	6. STOCKHOLDERS’/MEMBERS’ DEFICIT SHAREHOLDERS’ DEFICIT Stockholders’ Deficit As of March 31, 2024, the total number of shares of stock of all classes of capital stock that the Corporation authorized is 160,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, par value $ 0.001 (“Common Stock”), (ii) 20,000,000 shares of Series A Preferred Stock, par value $ 0.001 (“Series A Preferred Stock”), (iii) 20,000,000 shares of Series B Preferred Stock, par value $ 0.001 (together with the Series A Preferred Stock, the “Preferred Stock”); and (iv) 20,000,000 shares of Restricted Stock, par value $ 0.001 (“Restricted Stock”). As of March 31, 2024, there were (i) 1,931,287 shares of Series A Preferred Stock issued and outstanding held of record by 33 stockholders, and (ii) 10,935,077 shares of Series B Preferred Stock issued and outstanding held of record by three stockholders. As a result of the Conversion, the holders of the common and preferred stock have the following rights and preferences: Voting Rights The holders of the preferred stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. Dividends The holders of the preferred stock are entitled to receive dividends when, as and if declared by the Board. The Company may not pay any dividends on shares of common stock of the Company unless the holders of preferred stock also receive a corresponding dividend. Conversion The Preferred Stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, at the applicable conversion ratio then in effect for each series of preferred stock, initially set to be one-for-one, and subject to adjustment in accordance with specified anti-dilution provisions. In addition, each share of preferred stock will be automatically converted into common stock at the applicable conversion ratio then in effect for each series of preferred stock upon the earlier of an initial public offering or qualified equity financing. Cumulative Dividend on Convertible Preferred Shares Under the Company’s previous LLC structure, preferred shareholders were entitled to cumulative dividends at a per annum rate of eight percent ( 8.00 %) of the stated value. Prior to the organizational restructuring, cumulative dividends were recorded as payables as if and declared by the Board out of amounts legally available therefore or upon a liquidation or redemption. As a result of the Company’s corporate conversion, accumulated preferred dividends ceased accruing and all amounts were subsequently reclassified to additional paid in capital in the accompanying statements of shareholders’ equity (deficit). Members’ Deficit In connection with the Conversion, each Convertible Preferred Unit was converted into one share of Series A Preferred Stock, each Common Unit was converted into one share of Series B Preferred Stock and each Restricted Equity Unit was converted into one share of undesignated Preferred Stock in the Corporation.	6. STOCKHOLDERS’/MEMBERS’ DEFICIT SHAREHOLDERS’ DEFICIT As discussed in Note 1, “Description of Business” the Company converted to a Delaware Corporation in 2023, which created new elements of the capital structure on December 31, 2023 and modified existing elements of the capital structure in place on December 31, 2022. Stockholders’ Deficit As of December 31, 2023, the total number of shares of stock of all classes of capital stock that the Corporation authorized is 160,000,000 100,000,000 0.001 20,000,000 shares of Series A Preferred Stock, par value $ 0.001 20,000,000 0.001 20,000,000 0.001 As of December 31, 2023, there were (i) 1,931,287 and outstanding held of record by 33 stockholders, and (ii) 11,068,637 As a result of the Conversion, the holders of the common and preferred stock have the following rights and preferences: Voting Rights The holders of the preferred stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. Dividends The holders of the preferred stock are entitled to receive dividends when, as and if declared by the Board. The Company may not pay any dividends on shares of common stock of the Company unless the holders of preferred stock also receive a corresponding dividend. Conversion The Preferred Stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, at the applicable conversion ratio then in effect for each series of preferred stock, initially set to be one-for-one, and subject to adjustment in accordance with specified anti-dilution provisions. In addition, each share of preferred stock will be automatically converted into common stock at the applicable conversion ratio then in effect for each series of preferred stock upon the earlier of an initial public offering or qualified equity financing. 6. STOCKHOLDERS’/MEMBERS’ DEFICIT (cont.) Cumulative Dividend on Convertible Preferred Shares Under the Company’s previous LLC structure, preferred shareholders were entitled to cumulative dividends at a per annum rate of eight percent ( 8.00 %) of the stated value. Prior to the organizational restructuring, cumulative dividends were recorded as payables as if and declared by the Board out of amounts legally available therefore or upon a liquidation or redemption. As a result of the Company’s corporate conversion, accumulated preferred dividends ceased accruing and all amounts were subsequently reclassified to additional paid in capital in the accompanying statements of shareholders’ equity (deficit). Members’ Deficit In connection with the Conversion, each Convertible Preferred Unit was converted into one share of Series A Preferred Stock, each Common Unit was converted into one share of Series B Preferred Stock and each Restricted Equity Unit was converted into one share of undesignated Preferred Stock in the Corporation.

WARRANTS

WARRANTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption, to each warrant holder; and ● if, and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date 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 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares 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. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Public Share (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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. In order to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the Public Warrants on IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO closing date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022: SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS Private warrant Share Price $ 9.82 Exercise Price $ 11.50 Redemption Trigger Price $ 18.00 Term (years) 6.42 Volatility 5.64 % Risk Free Rate 1.93 % Dividend Yield 0.00 % The fair value of the Public Warrants as of February 23, 2022 was $ 0.39 . As of March 31, 2024, the Company had 14,375,000 Public Warrants and 9,763,333 Private Warrants outstanding, respectively.	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption, to each warrant holder; and ● if, and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date 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 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares 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. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. In order to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the Public Warrants on IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO closing date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022: SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS Private warrant Share Price $ 9.82 Exercise Price $ 11.50 Redemption Trigger Price $ 18.00 Term (years) 6.42 Volatility 5.64 % Risk Free Rate 1.93 % Dividend Yield 0.00 % The fair value of the Public Warrants as of February 23, 2022 was $ 0.39 . As of December 31, 2023, the Company had 14,375,000 Public Warrants and 9,763,333 Private Warrants outstanding, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [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 our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2024 the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December 31, 2023, the assets held in the Trust Account were held in treasury funds. At December 31, 2023 the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2024 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 20,136,022 — — Subscription Financial Liabilities 3 $ — — $ 1,782,202 Loan and Transfer note payable 3 $ — — $ 217,232 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — — As discussed in Note 6, the Company fair values the Subscription Liabilities is classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s Subscription Financial Liabilities as of March 31, 2024 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES Inputs March 31, Term Remaining 0.46 Share Price $ 10.75 Risk-Free Rate 5.39 % The change in the fair value of Subscription Agreement liabilities, measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES Subscription financial liabilities at December 31, 2023 $ - Change in fair value 1,782,202 Subscription financial liabilities at March 31, 2024 $ 1,782,202 As discussed in Note 6, the Company fair values the Loan and Transfer note payable is classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s Loan and Transfer note payable as of March 31, 2024 were: SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE Inputs March 31, Term Remaining 1.47 Share Price $ 11.015 Risk-Free Rate 4.78 % The change in the fair value of Loan and Transfer note payable measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE Loan and Transfer note payable at December 31, 2023 $ 12,384 Change in fair value 204,848 Loan and Transfer note payable at March 31, 2024 $ 217,232	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 our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023 and 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — — Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 299,004,083 — —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than disclosed below or within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On May 9, 2024, the Company entered into four separate Subscription Agreements with the Sponsor, VKSS Capital, LLC (the “Affiliate”), and the four separate investors (the “Investors”), whereby, to support the Company’s anticipated de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $ 500,000 and, in turn, the Sponsor loaned $ 500,000 to the Company. On May 22, 2024, the held the 2024 Extension Meeting. At the 2024 Extension Meeting, the Company’s shareholders were asked to vote on a proposal to approve, among other things, extending the date by which the Company must consummate an initial business combination from May 23, 2024 to February 17, 2025. In connection with the approval of the 2024 Extension Amendment, holders of 1,226,085 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 11.24 per share, for an aggregate of approximately $ 13.8 million. In connection with the 2024 Extension Meeting, the Company and the Sponsor entered into a non-redemption agreement (the “Non-Redemption Agreement”) with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption requests on) 450,000 of the Company’s Class A ordinary shares (the “Non-Redeemed Shares”) in connection with the 2024 Extension Meeting. In exchange for the foregoing commitment not to redeem such shares, for the 450,000 Non-Redeemed Shares, the Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company held by the Sponsor and 75,000 Class A ordinary shares which will be issued to the Sponsor upon the closing of the Company’s initial Business Combination. The Non-Redemption Agreement increased the amount of funds that remained in the Company’s Trust Account following the 2024 Extension Meeting. Pursuant to the terms of the Merger Agreement, because the conditions to the closing of the proposed initial business combination with Visiox were not satisfied or waived by May 31, 2024, PowerUp and Visiox each have the right to terminate the Merger Agreement and abandon the transactions contemplated thereby by providing written notice to the other party.	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued. Other than described below, there have been no events that have occurred that would require adjustments to the disclosures of the consolidated financial statements. On January 9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee Pharma Inc. (“Apogee”) , pursuant to which the Apogee loaned an aggregate of $ 50,000 to the Sponsor and the Sponsor loaned $ 50,000 to the Company. On January 10, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned an aggregate of $ 150,000 to the Sponsor and the Sponsor loaned $ 150,000 to the Company. On March 5, 2024, the Company entered into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,00 to support the Company’s de-SPAC transaction. The Company has certain obligations under Subscription Agreements, including to issue shares of its Class A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the investors.
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events after the balance sheet date of March 31, 2024 through the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of March 31, 2024, and events which occurred subsequently but were not recognized in the financial statements. The Company has not identified any subsequent events that require disclosure.	13. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2023 through the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2023, and events which occurred subsequently but were not recognized in the financial statements. Subsequent to year-end, the Company received $ 1,000,000 in aggregate funding from SRIRAMA

MANAGEMENT SERVICES AGREEMENT

MANAGEMENT SERVICES AGREEMENT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
MANAGEMENT SERVICES AGREEMENT	3. MANAGEMENT SERVICES AGREEMENT On January 1, 2022, the Company entered into an agreement (the “Management Services Agreement”) with TardiMed Sciences, LLC, a Connecticut limited liability company (the “Management Company”). Under the Agreement, the Management Company will provide, on an advisory basis, management and other services or assistance to the Company in connection with the development, registration, financing, and commercialization of pharmaceutical products. The Company is required to pay a quarterly fee in the amount of $ 300,000 in exchange for the Management Company’s services. Additionally, the Company agrees to reimburse the cost of all out-of-pocket expenses incurred by the Management Company in connection with providing the required services. The Agreement ends on January 1, 2025 and may be renewed annually thereafter as mutually agreed upon by the Company and Management Company. On August 10, 2023, the Company entered into an agreement (the “Rent and Administrative Services Agreement”) with TardiMed, pursuant to which the Management Company will provide use of its office space, as needed, as well as other administrative services and support to the Company in connection with the development, registration, financing, and commercialization of pharmaceutical products. The Company is required to pay a quarterly fee in the amount of $ 100,000 in exchange for TardiMed’s services. Additionally, The Company is required to reimburse the cost of all out-of-pocket expenses incurred by TardiMed in connection with providing the required services. On December 26, 2023, pursuant to the terms of the Business Combination Agreement, both the Management Services Agreement and the Rent and Administrative Services Agreement with TardiMed Sciences, LLC were terminated.	3. MANAGEMENT SERVICES AGREEMENT On January 1, 2022, the Company entered into an agreement (the “Management Services Agreement”) with TardiMed Sciences, LLC, a Connecticut limited liability company (the “Management Company”). Under the Agreement, the Management Company will provide, on an advisory basis, management and other services or assistance to the Company in connection with the development, registration, financing, and commercialization of pharmaceutical products. The Company is required to pay a quarterly fee in the amount of $ 300,000 in exchange for the Management Company’s services. Additionally, the Company agrees to reimburse the cost of all out-of-pocket expenses incurred by the Management Company in connection with providing the required services. The Agreement ends on January 1, 2025 and may be renewed annually thereafter as mutually agreed upon by the Company and Management Company. On August 10, 2023, the Company entered into an agreement (the “Rent and Administrative Services Agreement”) with TardiMed, pursuant to which the Management Company will provide use of its office space, as needed, as well as other administrative services and support to the Company in connection with the development, registration, financing, and commercialization of pharmaceutical products. The Company is required to pay a quarterly fee in the amount of $ 100,000 The agreement will not become effective unless and until such time that the Company makes an initial public offering on a national securities exchange (the “IPO”). Upon an IPO, the Rent and Administrative Services Agreement will supersede the Management Services Agreement dated January 1, 2022, which will be terminated without breach by mutual consent.

LICENSE AGREEMENT

LICENSE AGREEMENT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
LICENSE AGREEMENT	4. LICENSE AGREEMENT SPARC License Agreement On December 7, 2021, the Company entered into an arrangement (the “SPARC License Agreement”) with Sun Pharma Advanced Research Company Ltd. (“SPARC”). Under the SPARC License Agreement, SPARC granted the Company an exclusive license to develop, manufacture and commercialize the SPARC intellectual property related to the further advancement of leading assets PDP-716 and SDN-037. Payments and Funding In partial consideration for the SPARC License Agreement, the Company made a one-time payment of $ 3,700,000 , which consisted of (i) a non-refundable cash payment of $ 700,000 and (ii) the remaining $ 3,000,000 to be granted in equity, which is 1,390,885 convertible preferred stock with a fair market value of $ 2.1569 per share to be issued to SPARC. As of December 31, 2023, the Company has not issued SPARC the $ 3,000,000 in equity. Additionally, SPARC has elected to defer the issuance of the $ 3,000,000 in equity until a later date. The date has not been determined as of the issuance date of this report. The Company has accrued the $ 3,000,000 in equity consideration on the accompanying balance sheet as part of accrued expenses. Further, within three (3) months of successful Regulatory Approval of the PDP-716 NDA in the United States, the Company will be required to issue additional equity to SPARC equivalent to $ 2,000,000 . Milestones Under the SPARC License Agreement, the Company is subject to certain milestone payments over the length of the term. All milestone payments are considered mandatory and non-refundable. The SPARC License Agreement includes the following milestones: ● The Company owes a one-time payment of $ 700,000 upon the FDA determination to accept the PDP-716. This milestone was reached in December 2022 and paid in the same month. ● The Company owes a one-time payment of $ 1,590,000 within twelve months from date of the Marketing Authorization Application in the United States through the NDA filing of compound SDN-037. ● The Company owes a one-time payment of $ 1,685,000 within twelve months from date of Regulator Approval in the United States by the FDA of compound SDN-037. ● The Company owes a one-time payment of $ 7,000,000 upon the United States Regulator Approval by the FDA and the availability of commercial supply of compound PDP-716 for the United States market. ● The Company owes a one-time payment of $ 1,500,000 upon E.U. Regulatory Approval by the EMA or UK Regulatory Approval by MHRA and the availability of commercial supply of product PDP-716. ● The Company owes a one-time payment of $ 2,500,000 upon the first time that USD $ 50,000,000 in annual net sales of the products (on a combined basis of products PDP and SDN-037) in any calendar year by the Company. ● The Company owes a one-time payment of $ 5,000,000 upon the first time that USD $ 100,000,000 in annual net sales of the products (on a combined basis of products PDP and SDN-037) in any calendar year by the Company. ● The Company owes a one-time payment of $ 10,000,000 upon the first time that USD $ 200,000,000 in annual net sales of the products (on a combined basis of products PDP and SDN-037) in any calendar year by the Company. Royalties With respect to the future sales of products, the Company will be subject to royalty payments payable on a quarterly basis to SPARC. Royalties include a (i) lower double-digit flat fee on annual net sales of the PDP-716 asset in the United States; (ii) certain amount of the Gross Profit (as defined in the SPARC Licensing Agreement) associated with United States sales of SDN-037, until such time when SPARC receives $ 3,600,000 in payment, after which the Company will pay a lower double-digit flat fee on annual net sales of PDP-716 in countries outside of the United States, within the Territory; and (iv) certain amount of the Gross Profit associated with ex-United States sales of SDN-037, until such time when SPARC receives $ 500,000 in payment, after which the Company will pay a lower single-digit flat fee. Santen License Agreement On July 7, 2023, the Company entered into an arrangement (the “Santen License Agreement”) with Santen Pharmaceutical Co., Ltd. (“Santen”). Under the Santen License Agreement, the Company sought to obtain an exclusive license to manufacture and commercialize omidenepag isopropyl ophthalmic solution (“Omlonti”) 0.002% in the United States. Fixed Consideration In accordance with the Santen License Agreement, entered into on July 7, 2023, the Company grants Santen the option to elect either $ 6,000,000 worth of common shares or an equivalent sum in cash. The valuation of the common shares will be determined based on the following criteria: ● If an initial public offering (“IPO”) occurred before December 31, 2022, the valuation will be based on the IPO price set by the underwriter. ● If no IPO occurs by December 31, 2023, the valuation will be fixed at $ 4.4466 per share. ● In the event of private financing preceding an IPO before December 31, 2023, the valuation will be based on the latest issuance price of shares. However, as of December 31, 2023, the Company has not completed an IPO nor secured additional funding through alternative means, thereby failing to meet the stipulated requirements above. Consequently, the Company is contractually obligated to compensate Santen in cash. The compensation structure mandates: ● $ 3 million consideration to Santen if the net financing exceeds $ 28 million. ● 10% of the net financing amount if it falls below $ 28 million. The agreement also stipulates that the Company must pay half of the total sales price (USD 2.5 per bottle) and related out-of-pocket costs to Santen within five (5) days of (a) the initial public offering of the shares of Visiox or (b) any other financing or borrowing of funds by Visiox or (c) December 31, 2023, whichever occurs the earliest and (ii) the rest within six (6) months of the First Commercial Sale of the Original Product. Due to the delay in timing related to the IPO, the Company recorded $ 487,820 as a component of accrued expenses on the accompanying balance sheet. On January 2, 2024, the payment of $ 487,820 was made. The Company recorded the $ 6 million fixed consideration under “license fee” on the accompanying balance sheet as of March 31, 2024. Milestones Under the Santen License Agreement, the Company is subject to certain milestone payments over the length of the term. All milestone payments are considered mandatory and non-refundable. The Santen License Agreement includes the following milestones: ● The Company owes a one-time payment of $10,000,000 upon approval of the NDA in the United States for the Combination Product. ● The Company owes a one-time payment of $500,000 upon the first time that USD $10,000,000 in annual net sales. ● The Company owes a one-time payment of $3,000,000 upon the first time that USD $30,000,000 in annual net sales. ● The Company owes a one-time payment of $5,000,000 upon the first time that USD $70,000,000 in annual net sales. ● The Company owes a one-time payment of $7,000,000 upon the first time that USD $100,000,000 in annual net sales. ● The Company owes a one-time payment of $15,000,000 upon the first time that USD $200,000,000 in annual net sales. ● The Company owes a one-time payment of $20,000,000 upon the first time that USD $300,000,000 in annual net sales. Royalties With respect to the future net sales of the product in the United States, the Company will be subject to royalty payments payable to Santen with a royalty rate in the upper single-digits on up to $ 30,000,000 of annual net sales and royalty rate in the lower double-digits on all annual net sales above $ 30,000,000 .	4. LICENSE AGREEMENT SPARC License Agreement On December 7, 2021, the Company entered into an arrangement (the “SPARC License Agreement”) with Sun Pharma Advanced Research Company Ltd. (“SPARC”). Under the SPARC License Agreement, SPARC granted the Company an exclusive license to develop, manufacture and commercialize the SPARC intellectual property related to the further advancement of leading assets PDP-716 and SDN-037. Payments and Funding In partial consideration for the SPARC License Agreement, the Company made a one-time payment of $ 3,700,000 , which consisted of (i) a non-refundable cash payment of $ 700,000 and (ii) the remaining $ 3,000,000 to be granted in equity, which is 1,390,885 junior preferred units with a fair market value of $ 2.1569 per share to be issued to SPARC. As of December 31, 2023, the Company has not issued SPARC the $ 3,000,000 in equity. Additionally, SPARC has elected to defer the issuance of the $ 3,000,000 in equity until a later date. The date has not been determined as of the issuance date of this report. The Company has accrued the $ 3,000,000 in equity consideration on the accompanying balance sheet as part of accrued expenses. Further, within three (3) months of successful Regulatory Approval of the PDP-716 NDA in the United States, the Company will be required to issue additional equity to SPARC equivalent to $ 2,000,000 . Milestones Under the SPARC License Agreement, the Company is subject to certain milestone payments over the length of the term. All milestone payments are considered mandatory and non-refundable. The SPARC License Agreement includes the following milestones: ● The Company owes a one-time payment of $ 700,000 ● The Company owes a one-time payment of $ 1,590,000 ● The Company owes a one-time payment of $ 1,685,000 ● The Company owes a one-time payment of $ 7,000,000 ● The Company owes a one-time payment of $ 1,500,000 ● The Company owes a one-time payment of $ 2,500,000 50,000,000 ● The Company owes a one-time payment of $ 5,000,000 100,000,000 ● The Company owes a one-time payment of $ 10,000,000 200,000,000 Royalties With respect to the future sales of products, the Company will be subject to royalty payments payable on a quarterly basis to SPARC. Royalties include a (i) lower double-digit flat fee on annual net sales of the PDP-716 asset in the United States; (ii) certain amount of the Gross Profit (as defined in the SPARC Licensing Agreement) associated with United States sales of SDN-037, until such time when SPARC receives $ 3,600,000 500,000 4. LICENSE AGREEMENT (cont.) Santen License Agreement On July 7, 2023, the Company entered into an arrangement (the “Santen License Agreement”) with Santen Pharmaceutical Co., Ltd. (“Santen”). Under the Santen License Agreement, the Company sought to obtain an exclusive license to manufacture and commercialize omidenepag isopropyl ophthalmic solution (“Omlonti”) 0.002% in the United States. Fixed Consideration In accordance with the Santen License Agreement, entered into on July 7, 2023, the Company grants Santen the option to elect either $ 6,000,000 ● If an initial public offering (“IPO”) occurred before December 31, 2022, the valuation will be based on the IPO price set by the underwriter. ● If no IPO occurs by December 31, 2023, the valuation will be fixed at $ 4.4466 ● In the event of private financing preceding an IPO before December 31, 2023, the valuation will be based on the latest issuance price of shares. However, as of December 31, 2023, the Company has not completed an IPO nor secured additional funding through alternative means, thereby failing to meet the stipulated requirements above. Consequently, the Company is contractually obligated to compensate Santen in cash. The compensation structure mandates: ● $ 3 28 ● 10% of the net financing amount if it falls below $ 28 If the Company completes an IPO after December 31, 2023, the Company will be subject to issue or otherwise provide Santen an amount of common shares equivalent to the remaining value on the upfront amount. The agreement also stipulates that the Company must pay half of the total sales price (USD 2.5 per bottle) and related out-of-pocket costs to Santen within five (5) days of (a) the initial public offering of the shares of Visiox or (b) any other financing or borrowing of funds by Visiox or (c) December 31, 2023, whichever occurs the earliest and (ii) the rest within six (6) months of the First Commercial Sale of the Original Product. Due to the delay in timing related to the IPO, the Company recorded $ 487,820 487,820 The Company recorded the $ 6 Milestones Under the Santen License Agreement, the Company is subject to certain milestone payments over the length of the term. All milestone payments are considered mandatory and non-refundable. The Santen License Agreement includes the following milestones: ● The Company owes a one-time payment of $10,000,000 upon approval of the NDA in the United States for the Combination Product. ● The Company owes a one-time payment of $500,000 upon the first time that USD $10,000,000 in annual net sales. ● The Company owes a one-time payment of $3,000,000 upon the first time that USD $30,000,000 in annual net sales. ● The Company owes a one-time payment of $5,000,000 upon the first time that USD $70,000,000 in annual net sales. ● The Company owes a one-time payment of $7,000,000 upon the first time that USD $100,000,000 in annual net sales. ● The Company owes a one-time payment of $15,000,000 upon the first time that USD $200,000,000 in annual net sales. ● The Company owes a one-time payment of $20,000,000 upon the first time that USD $300,000,000 in annual net sales. Royalties With respect to the future net sales of the product in the United States, the Company will be subject to royalty payments payable to Santen with a royalty rate of 9 30,000,000 10 30,000,000

SPAC BUSINESS COMBINATION AGREE

SPAC BUSINESS COMBINATION AGREEMENT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Business Acquisition [Line Items]
SPAC BUSINESS COMBINATION AGREEMENT	7. SPAC BUSINESS COMBINATION AGREEMENT The Merger On December 26, 2023, PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp” or “Purchaser”), entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company and PowerUp’s sponsor (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox” or “Seller”), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of PowerUp (the “Share Exchange”) subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of PowerUp (the Merger, Share Exchange, and the other transactions contemplated by the Merger Agreement, together, the “Transaction”). Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding pre-Domestication preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one share of Purchaser Preferred Stock, one share of Purchaser Class A Common Stock, one share of Purchaser Class B Common Stock, one Purchaser Private Warrant, one Purchaser Public Warrant, and one Purchaser Public Unit, respectively. Immediately following the Domestication, (i) each share of Purchaser Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Purchaser Class A Common Stock, (ii) the Purchaser Class A Common Stock will be reclassified as Purchaser Common Stock, and (iii) each Purchaser Public Unit will be separated into shares of Purchaser Common Stock and Purchaser Public Warrants. Consideration As consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from PowerUp, in the aggregate, a number of shares of Purchaser Common Stock with an aggregate value equal to the Merger Consideration. Under the Merger Agreement, “Merger Consideration” means (a) $ 80,000,000 less (b) the amount by which Net Working Capital at Closing is less than $ 0 , if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number of Rollover RSUs, multiplied by (ii) $ 10.00 . In addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from PowerUp, in the aggregate, an additional 6,000,000 shares of Purchaser Common Stock as follows: (a) In the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002% occurs within twelve (12) months of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, PowerUp shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “Launch Earnout Share Payment”). (b) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the “$ 12.50 Earnout Eligibility Date”), in the event that the VWAP of the Purchaser Common Stock equals or exceeds $ 12.50 per share (the “First Share Price Target”) for 20 out of any 30 consecutive Trading Days during the period beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout Period”), and subject to the terms and conditions of the Merger Agreement, PowerUp shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 12.50 Earnout Share Payment”). In the event the First Share Price Target was achieved prior to the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the $12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved on or after the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the date on which the First Share Price Target was achieved. No $12.50 Earnout Share Payment shall be earned if the $12.50 Earnout Eligibility Date is a date later than the end of the Earnout Period. (c) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the “$ 15.00 Earnout Eligibility Date”), in the event that the VWAP of the Purchaser Common Stock equals or exceeds $ 15.00 per share (the “Second Share Price Target”) for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to the terms and conditions of the Merger Agreement, PowerUp shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the “$ 15.00 Earnout Share Payment”). In the event the Second Share Price Target was achieved prior to the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the $15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was achieved. No $15.00 Earnout Share Payment shall be earned if the $15.00 Earnout Eligibility Date is a date later than the end of the Earnout Period. Prior to Closing, Visiox shall deliver to PowerUp documentation to the satisfaction of PowerUp that evidences: (i) the termination of the Management Services Agreement, by and between TardiMed Sciences, LLC and Visiox, dated January 1, 2022 (the “TardiMed MSA”); (ii) the termination of the Rent and Administrative Services Agreement, by and between TardiMed Sciences, LLC and Visiox, dated August 10, 2023 (the “TardiMed RASA” and collectively with the TardiMed MSA, the “TardiMed Agreements”); (iii) the acknowledgment and agreement by TardiMed Sciences, LLC that any payment of outstanding amounts owed by Visiox to TardiMed Sciences, LLC prior to the Closing Date shall be satisfied by Visiox issuing TardiMed Sciences, LLC a number of shares of Visiox Common Stock prior to the Closing Date equal to (x) the outstanding amounts owed by Visiox, divided by (y) the product of (a) $ 10.00 and (b) the Exchange Ratio (the “TardiMed Stock Issuance”); and (iv) the acknowledgment and agreement by TardiMed Sciences, LLC that shares issued pursuant to the TardiMed Stock Issuance shall be subject to a leak-out agreement in which no more than $ 100,000 of shares issued pursuant to the TardiMed Stock Issuance may be sold by TardiMed Sciences, LLC during any calendar month during the first six (6) months following the Closing Date. As consideration for the agreements set forth in Section 5.26 of the Business Combination Agreement, New Visiox shall pay TardiMed Sciences, LLC $ 50,000 upon the completion of the Business Combination. Effect of Merger on Visiox Securities The Merger Agreement sets forth how certain outstanding securities of Visiox will be treated, or effected at the Effective Time and by virtue of the Merger, including with respect to certain outstanding convertible promissory notes of Visiox (which would be assumed by PowerUp), dissenting shares (if any), outstanding restricted stock units, and outstanding shares of Series A Preferred Stock and Series B Preferred Stock (which are to be converted immediately prior to the Effective Time into common stock). Related Agreements In connection with the Closing, PowerUp and Visiox will enter into certain additional agreements pursuant to the Merger Agreement (the “Related Agreements”). The terms of such Related Agreements have not yet been negotiated between PowerUp and Visiox. Finalizing such Related Agreements on terms mutually acceptable to PowerUp and Visiox is a condition to Closing of the Merger Agreement. Specifically, the Merger Agreement contemplates delivery of the following Related Agreements: (i) a note assumption agreement delivered by PowerUp to Visiox and (ii) a lock-up agreement executed by Visiox’s Significant Company Holder.	7. SPAC BUSINESS COMBINATION AGREEMENT The Merger On December 26, 2023, PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp” or “Purchaser”), entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company and PowerUp’s sponsor (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox” or “Seller”), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $ 0.0001 Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding pre-Domestication preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one share of Purchaser Preferred Stock, one share of Purchaser Class A Common Stock, one share of Purchaser Class B Common Stock, one Purchaser Private Warrant, one Purchaser Public Warrant, and one Purchaser Public Unit, respectively. Immediately following the Domestication, (i) each share of Purchaser Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Purchaser Class A Common Stock, (ii) the Purchaser Class A Common Stock will be reclassified as Purchaser Common Stock, and (iii) each Purchaser Public Unit will be separated into shares of Purchaser Common Stock and Purchaser Public Warrants. Consideration As consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from PowerUp, in the aggregate, a number of shares of Purchaser Common Stock with an aggregate value equal to the Merger Consideration. Under the Merger Agreement, “Merger Consideration” means (a) $ 80,000,000 0 10.00 In addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from PowerUp, in the aggregate, an additional 6,000,000 (a) In the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002% occurs within twelve (12) months of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, PowerUp shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 1,000,000 (b) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the “$ 12.50 12.50 1,000,000 1,000,000 12.50 7. SPAC BUSINESS COMBINATION AGREEMENT (cont.) In the event the First Share Price Target was achieved prior to the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the $12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved on or after the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the date on which the First Share Price Target was achieved. No $12.50 Earnout Share Payment shall be earned if the $12.50 Earnout Eligibility Date is a date later than the end of the Earnout Period. (c) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 15.00 15.00 1,000,000 1,000,000 In the event the Second Share Price Target was achieved prior to the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the $15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was achieved. No $15.00 Earnout Share Payment shall be earned if the $15.00 Earnout Eligibility Date is a date later than the end of the Earnout Period. Prior to Closing, Visiox shall deliver to PowerUp documentation to the satisfaction of PowerUp that evidences: (i) the termination of the Management Services Agreement, by and between TardiMed Sciences, LLC and Visiox, dated January 1, 2022 (the “TardiMed MSA”); (ii) the termination of the Rent and Administrative Services Agreement, by and between TardiMed Sciences, LLC and Visiox, dated August 10, 2023 (the “TardiMed RASA” and collectively with the TardiMed MSA, the “TardiMed Agreements”); (iii) the acknowledgment and agreement by TardiMed Sciences, LLC that any payment of outstanding amounts owed by Visiox to TardiMed Sciences, LLC prior to the Closing Date shall be satisfied by Visiox issuing TardiMed Sciences, LLC a number of shares of Visiox Common Stock prior to the Closing Date equal to (x) the outstanding amounts owed by Visiox, divided by (y) the product of (a) $ 10.00 100,000 50,000 Effect of Merger on Visiox Securities The Merger Agreement sets forth how certain outstanding securities of Visiox will be treated, or effected at the Effective Time and by virtue of the Merger, including with respect to certain outstanding convertible promissory notes of Visiox (which would be assumed by PowerUp), dissenting shares (if any), outstanding restricted stock units, and outstanding shares of Series A Preferred Stock and Series B Preferred Stock (which are to be converted immediately prior to the Effective Time into common stock). Related Agreements In connection with the Closing, PowerUp and Visiox will enter into certain additional agreements pursuant to the Merger Agreement (the “Related Agreements”). The terms of such Related Agreements have not yet been negotiated between PowerUp and Visiox. Finalizing such Related Agreements on terms mutually acceptable to PowerUp and Visiox is a condition to Closing of the Merger Agreement. Specifically, the Merger Agreement contemplates delivery of the following Related Agreements: (i) a note assumption agreement delivered by PowerUp to Visiox and (ii) a lock-up agreement executed by Visiox’s Significant Company Holder.

SRIRAMA CONVERTIBLE PROMISSORY

SRIRAMA CONVERTIBLE PROMISSORY NOTE	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
SRIRAMA CONVERTIBLE PROMISSORY NOTE	8. SRIRAMA CONVERTIBLE PROMISSORY NOTE On December 1, 2023, Visiox issued SRIRAMA Associates, LLC, PowerUp’s Sponsor, a secured convertible promissory note in the principal amount of $ 2,000,000 (the “Convertible Note”), of which $ 1,000,000 was funded through December 2023. As of December 31, 2023, the Company has recorded $ 1,000,000 9,577 990,423 1,000,000 of principal. As of March 31, 2024 the Company recorded $ 2,000,000 7,059 1,992,941 2,518 of amortization expense related to the debt discount. The Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All then outstanding principal, together with any then unpaid and accrued interest and other amount payable under the Convertible Note shall be due and payable at the earlier of (i) when requested in writing by the Sponsor on or after November 30, 2024 (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in the Convertible Note), such amounts become due and payable in accordance with the terms of the Convertible Note. The Convertible Note may not be prepaid without the consent of the Sponsor. If, on or prior to the Maturity Date, Visiox consummates a Financing Event (as defined below), the Sponsor may elect to: (i) convert the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note into fully paid and nonassessable Shares at a price per share of Visiox Common Stock equal to the Conversion Price (defined below); or (ii) accelerate the Maturity Date to the date of the Financing Event. In the event the Sponsor elects to accelerate the Maturity Date as a result of a Financing Event, Visiox shall apply all proceeds it obtains from the Financing Event to the repayment of the Convertible Note until the Convertible Note is satisfied in full. A “Financing Event” means Visiox raising cash from one or more third parties, whether in the form of a cash loan, equity investment or semi-equity (e.g., convertible note) financing event. “Conversion Price” means (i) with respect to a Financing Event: the lesser of (x) eighty percent (80% of the lowest price per Share paid in cash by the other investors for any share of Visiox Common Stock sold in the Financing Event and (y) the price per share of Visiox Common Stock determined by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization as of immediately prior to the Financing Event; and (ii) with respect to a SPAC Transaction, $10.00. “Valuation Cap” means $80,000,000. “Fully Diluted Capitalization” means the number of shares of Visiox Common Stock outstanding at the applicable time assuming full conversion and/or exercise of all then outstanding options and warrants (but excluding the Convertible Note). If, on or prior to the Maturity Date, Visiox consummates the Business Combination with PowerUp (a “SPAC Transaction”), the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note shall be paid in full at the closing of the SPAC Transaction pursuant to the terms of the business combination agreement; provided, that notwithstanding the foregoing, the Sponsor may elect, in its sole discretion and with the appropriate approvals of PowerUp, to convert the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note into fully paid and nonassessable SPAC Shares at a price per SPAC Share equal to the Conversion Price. “SPAC Shares” means Class A ordinary shares of PowerUp. If, on or prior to the Maturity Date, Visiox effects a Sale Transaction (as defined below), then, at the closing of such Sale Transaction, the Sponsor shall be repaid either, upon the determination of the Sponsor, (i) the entire balance then outstanding under the Convertible Note or (ii) the amount that would be payable in connection with such Sale Transaction with respect to that number of shares of Visiox Common Stock issuable if the entire balance then outstanding was converted immediately prior to the consummation of such Sale Transaction. A “Sale Transaction” means (i) any reorganization, merger or consolidation of Visiox, other than a transaction or series of related transactions in which the holders of the voting securities of Visiox outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of Visiox or such other surviving or resulting entity (in respect of securities of Visiox held by them prior to such transaction), (ii) a sale, lease or other disposition of all or substantially all of the assets of Visiox, or (iii) an exclusive license of all of Visiox’s intellectual property. However, a SPAC Transaction shall be specifically excluded from the definition of a “Sale Transaction.” After the Maturity Date, if the Convertible Note has not been repaid or converted into shares of Visiox Common Stock or SPAC Shares on or prior to the Maturity Date, at the election of Sponsor, all then outstanding principal, together with all accrued and unpaid interest under the Convertible Note, will convert into Shares at a price per Share equal to the Maturity Conversion Price. “Maturity Conversion Price” means eighty percent ( 80 %) of the price obtained by dividing (i) the Valuation Cap by (ii) the Fully Diluted Capitalization outstanding as of the date of conversion, immediately prior to conversion. Pursuant to the Convertible Note, Visiox pledges and grants to the Sponsor a security interest in the Collateral (as defined below) to secure payment and performance of all of the obligations and liabilities of Visiox under the Convertible Note. At the request of the Sponsor, Visiox shall use commercially reasonable efforts to procure, execute and deliver from time to time any consents, approvals, endorsements, assignments, financing statements and other writings deemed necessary or appropriate by the Sponsor to perfect, maintain and protect its security interest and the priority thereof. “Collateral” means the following, whether now existing or hereafter arising: (i) all trade secrets, patents, copyrights, trademarks, licenses and other intellectual property rights of Visiox, together with all applications for any of the foregoing relating to OMLONTI, PDP-716 and SDN-037; and (ii) any proceeds and products, additions and accessions to or of the Collateral.	8. SRIRAMA CONVERTIBLE PROMISSORY NOTE On December 1, 2023, Visiox issued SRIRAMA Associates, LLC, PowerUp’s Sponsor, a secured convertible promissory note in the principal amount of $ 2,000,000 500,000 500,000 990,423 9,577 1,000,000 427 The Convertible Note accrues simple interest at a rate of 15 8. SRIRAMA CONVERTIBLE PROMISSORY NOTE (cont.) If, on or prior to the Maturity Date, Visiox consummates a Financing Event (as defined below), the Sponsor may elect to: (i) convert the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note into fully paid and nonassessable Shares at a price per share of Visiox Common Stock equal to the Conversion Price (defined below); or (ii) accelerate the Maturity Date to the date of the Financing Event. In the event the Sponsor elects to accelerate the Maturity Date as a result of a Financing Event, Visiox shall apply all proceeds it obtains from the Financing Event to the repayment of the Convertible Note until the Convertible Note is satisfied in full. A “Financing Event” means Visiox raising cash from one or more third parties, whether in the form of a cash loan, equity investment or semi-equity (e.g., convertible note) financing event. “Conversion Price” means (i) with respect to a Financing Event: the lesser of (x) eighty percent (80% of the lowest price per Share paid in cash by the other investors for any share of Visiox Common Stock sold in the Financing Event and (y) the price per share of Visiox Common Stock determined by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization as of immediately prior to the Financing Event; and (ii) with respect to a SPAC Transaction, $10.00. “Valuation Cap” means $80,000,000. If, on or prior to the Maturity Date, Visiox consummates the Business Combination with PowerUp (a “SPAC Transaction”), the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note shall be paid in full at the closing of the SPAC Transaction pursuant to the terms of the business combination agreement; provided, that notwithstanding the foregoing, the Sponsor may elect, in its sole discretion and with the appropriate approvals of PowerUp, to convert the then outstanding principal amount of the Convertible Note together with all accrued and unpaid interest under the Convertible Note into fully paid and nonassessable SPAC Shares at a price per SPAC Share equal to the Conversion Price. “SPAC Shares” means Class A ordinary shares of PowerUp. If, on or prior to the Maturity Date, Visiox effects a Sale Transaction (as defined below), then, at the closing of such Sale Transaction, the Sponsor shall be repaid either, upon the determination of the Sponsor, (i) the entire balance then outstanding under the Convertible Note or (ii) the amount that would be payable in connection with such Sale Transaction with respect to that number of shares of Visiox Common Stock issuable if the entire balance then outstanding was converted immediately prior to the consummation of such Sale Transaction. A “Sale Transaction” means (i) any reorganization, merger or consolidation of Visiox, other than a transaction or series of related transactions in which the holders of the voting securities of Visiox outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of Visiox or such other surviving or resulting entity (in respect of securities of Visiox held by them prior to such transaction), (ii) a sale, lease or other disposition of all or substantially all of the assets of Visiox, or (iii) an exclusive license of all of Visiox’s intellectual property. However, a SPAC Transaction shall be specifically excluded from the definition of a “Sale Transaction.” After the Maturity Date, if the Convertible Note has not been repaid or converted into shares of Visiox Common Stock or SPAC Shares on or prior to the Maturity Date, at the election of Sponsor, all then outstanding principal, together with all accrued and unpaid interest under the Convertible Note, will convert into Shares at a price per Share equal to the Maturity Conversion Price. “Maturity Conversion Price” means eighty percent ( 80 Pursuant to the Convertible Note, Visiox pledges and grants to the Sponsor a security interest in the Collateral (as defined below) to secure payment and performance of all of the obligations and liabilities of Visiox under the Convertible Note. At the request of the Sponsor, Visiox shall use commercially reasonable efforts to procure, execute and deliver from time to time any consents, approvals, endorsements, assignments, financing statements and other writings deemed necessary or appropriate by the Sponsor to perfect, maintain and protect its security interest and the priority thereof. “Collateral” means the following, whether now existing or hereafter arising: (i) all trade secrets, patents, copyrights, trademarks, licenses and other intellectual property rights of Visiox, together with all applications for any of the foregoing relating to OMLONTI, PDP-716 and SDN-037; and (ii) any proceeds and products, additions and accessions to or of the Collateral.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
DERIVATIVE LIABILITIES	9. DERIVATIVE LIABILITIES As discussed in Note 8, certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the embedded redemption feature involves a substantial discount, the redemption feature is not clearly and closely related to the debt host, and would meet the definition of a derivative if it were freestanding. The Company established the initial fair value for the Convertible Note Derivative as of December 3, 2023 and December 31, 2023, which was the date the cash proceeds from the Convertible Note were received. On December 31, 2023 the fair value was remeasured. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Convertible Note Derivative for the initial periods and subsequent measurement periods. The Convertible Note Derivative was classified within Level 3 of the fair value hierarchy as of December 31, 2023, and as of March 31, 2024, due to the use of unobservable inputs. The key inputs into the PWERM for the Convertible Note Derivative were as follows at March 31, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE March 31, 2024 December 31, 2023 Probability 0.00 % 1.50 % Term 0.00 0.37 Present Value Factor 0.00 0.95 Changes in the fair value of the derivative liability, for which fair value is determined using Level 3 inputs were as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY Beginning balance at December 31, 2023 $ 10,027 Addition - Change in fair value (10,027 ) Ending Balance at March 31, 2024 $ - As of March 31, 2024, management has determined the probability of securing the required financing in line with the terms of the promissory note is low and therefore, the value of the derivative liability has been decreased to $ 0 for the period ending March 31, 2024.	9. DERIVATIVE LIABILITIES As discussed in Note 8, certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the embedded redemption feature involves a substantial discount, the redemption feature is not clearly and closely related to the debt host, and would meet the definition of a derivative if it were freestanding. The Company established the initial fair value for the Convertible Note Derivative as of December 3, 2023 and December 31, 2023, which was the date the cash proceeds from the Convertible Note were received. On December 31, 2023 the fair value was remeasured. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Convertible Note Derivative for the initial periods and subsequent measurement periods. The Convertible Note Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of December 31, 2023, due to the use of unobservable inputs. The key inputs into the PWERM for the Convertible Note Derivative were as follows at initial value and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE Initial Value December 31, 2023 Probability 1.50 % 1.50 % Term 0.40 0.37 Present Value Factor 0.95 0.95 Changes in the fair value of the derivative liability, for which fair value is determined using Level 3 inputs were as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY Beginning balance $ - Addition 10,004 Change in fair value 23 Ending Balance at December 31, 2023 $ 10,027

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
EQUITY-BASED COMPENSATION	10. EQUITY-BASED COMPENSATION Restricted Equity Units In 2021, the Company established the Restricted Equity Unit Plan, which provides for the Company to issue 3,592,865 restricted equity units (“RSUs”), which represents a right to receive common unit for each RSU that vest. On December 2, 2021, the Company granted 801,436 RSUs to Michael Derby, former Chairman of the Board of Directors, 801,435 RSUs to Zachary Rome, former members of the Company’s board of directors and 358,851 RSUs to an employee who was terminated in April 2022. The RSUs granted on December 2, 2021 will vest 33.34 % on December 2, 2022 and 8.33 % every three months thereafter. Equity compensation related to these awards is recognized straight-line over the applicable vesting period. For the three months ended March 31, 2024 and 2023, equity-based compensation costs related to the RSUs was $ 287,051 and $ 283,897 . The following is a summary of the RSUs outstanding as of March 31, 2024: SUMMARY OF RSUs OUTSTANDING Number of Units Grant Date Weighted Unvested as of December 31, 2023 534,238 $ 2.16 0.92 Granted — — Vested (133,559 ) — Forfeited — — Unvested as of March 31, 2024 400,679 $ 2.16 0.67 Restricted stock units vested and exercisable as of March 31, 2024 1,202,192 2.16 - As of March 31, 2024, the unrecognized equity-based compensation cost related to the RSUs was $ 775,985 , which will be recognized over a remaining weighted average period of 0.67 years. Value Appreciation Rights In 2022, the Company established the Value Appreciation Rights Awards Plan to grant equity-based awards similar to stock options as Value Appreciation Rights (“VARs”). The VARs have an exercise price, a vesting period and an expiration date, in addition to other terms similar to typical equity option grant terms. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the VARs. Estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. For the three months ended March 31, 2024 and 2023, the equity-based compensation expense related to the VARs was $ 104,595 and $ 95,570 , respectively. The following is a summary of VARs issued and outstanding as of March 31, 2024: SUMMARY OF VARs ISSUED AND OUTSTANDING Weighted Average Weighted Total Remaining Number of Units Average Exercise Price Intrinsic Value Contractual Life (Years) Outstanding as of December 31, 2023 767,827 2.16 - 8.48 Granted - - - - Exercised - - - - Forfeited - - - - Outstanding as of March 31, 2024 767,827 2.16 - 8.23 Value appreciation right awards vested and exercisable as of March 31, 2024 260,239 2.16 - 8.23 As of March 31, 2024, the unrecognized equity-based compensation cost related to the VARs was $ 513,223 , which will be recognized over a remaining weighted average period of 8.23 years.	10. EQUITY-BASED COMPENSATION Restricted Equity Units In 2021, the Company established the Restricted Equity Unit Plan, which provides for the Company to issue 3,592,865 restricted equity units (“RSUs”), which represents a right to receive common unit for each RSU that vest. On December 2, 2021, the Company granted 801,436 RSUs to Michael Derby, former Chairman of the Board of Directors, 801,435 RSUs to Zachary Rome, former members of the Company’s board of directors and 358,851 RSUs to an employee who was terminated in April 2022. The RSUs granted on December 2, 2021 will vest 33.34 % on December 2, 2022 and 8.33 % every three months thereafter. Equity compensation related to these awards is recognized straight-line over the applicable vesting period. For the years ended December 31, 2023 and 2022, equity-based compensation costs related to the RSUs was $ 1,151,359 The following is a summary of the RSUs outstanding as of December 31, 2023: SUMMARY OF RSUs OUTSTANDING Number of Units Underlying RSU Grant Date Fair Value Weighted Average Vesting Period (Years) Outstanding as of December 31, 2022 1,068,474 $ 2.16 1.92 Granted — — Vested (534,236 ) — Forfeited — — Outstanding as of December 31, 2023 534,238 $ 2.16 0.92 Restricted stock units vested and exercisable as of December 31, 2023 1,068,633 2.16 0.92 As of December 31, 2023, the unrecognized equity-based compensation cost related to the RSUs was $ 985,353 which will be recognized over a remaining weighted average period of 0.92 years. 10. EQUITY-BASED COMPENSATION (cont.) Value Appreciation Rights In 2022, the Company established the Value Appreciation Rights Awards Plan to grant equity-based awards similar to stock options as Value Appreciation Rights (“VARs”). The VARs have an exercise price, a vesting period and an expiration date, in addition to other terms similar to typical equity option grant terms. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the VARs. Estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. For the years ended December 31, 2023 and 2022, the equity-based compensation expense related to the VARs was $ 403,603 237,167 The following is a summary of VARs issued and outstanding as of December 31, 2023: SUMMARY OF VARs ISSUED AND OUTSTANDING Number of Units Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as of December 31, 2022 710,824 2.16 - 9.40 Granted 57,003 2.16 - - Exercised - - - - Forfeited - - - - Outstanding as of December 31, 2023 767,827 2.16 - 8.48 Value appreciation right awards vested and exercisable as of December 31, 2023 236,941 2.16 - 7.20 As of December 31, 2023, the unrecognized equity-based compensation cost related to the VARs was $ 617,818 , which will be recognized over a remaining weighted average period of 8.48

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
INCOME TAXES	12. INCOME TAXES As of December 31, 2023 and 2022, the net deferred tax assets were zero as a result of a full valuation applied against them. The valuation allowance is recognized to reduce the deferred tax asset as it is more likely than not that a tax benefit will not be realized. The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the year ended December 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE 2023 2022 For the Years Ended December 31, 2023 2022 Income before income taxes $ (10,634,797 ) $ - Taxes under statutory US tax rates (2,233,307 ) - State taxes net of federal benefit (584,523 ) - Permanent items (50,678 ) - Transfer in of partnership deferred tax asset 219,856 - Increase in valuation allowance 2,648,652 - Income tax expense $ 0 $ - The valuation allowance overall increased by $ 2,648,652 2,648,652 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED INCOME TAX 2023 2022 For the Years Ended December 31, 2023 2022 Research & development expenses $ 149,224 $ - Stock based compensation 430,344 - Net operating loss carry-forwards 280,630 - Research & development credits 50,965 - Intangibles 1,737,489 Valuation allowance (2,648,652 ) - Net deferred tax assets $ - $ - The Company does not expect a significant change in the amount of unrecognized tax benefits over the next 12 months. However, any adjustments arising from certain ongoing examinations by tax authorities could alter the timing or amount of taxable income or deductions and these adjustments could differ from the amount accrued. The Company files corporate income tax returns in the United States and is subject to federal income tax examinations by tax authorizes for the tax years 2021 through 2023. The Company has federal and state net operating losses amounting to $ 1,014,002

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future period.	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 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 condensed consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used.	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 consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 significant 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 condensed consolidated 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.	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. 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 significant 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 consolidated 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	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 no t have any cash equivalents as of March 31, 2024 and December 31, 2023.	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 no t have any cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank, and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.	Investments Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable, and $ 606,080 of other offering costs. This amount was charged to shareholders’ deficit upon the completion of the IPO.	Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable, and $ 606,080 of other offering costs. This amount was charged to shareholders’ deficit upon the completion of the IPO.
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 March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.	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 (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2024 and December 31, 2023, 1,803,729 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,803,729 and 28,750,000 ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169
Net Income per Ordinary Share	Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022. At March 31, 2024, no warrants have been exercised. The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for all periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares. SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08	Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022. At December 31, 2023, no warrants have been exercised. The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for years ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted income per ordinary share is the same as basic income per ordinary share for all periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For year ended For year ended December 31, 2023 December 31, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,831,570 $ 632,509 $ 2,582,508 $ 757,730 Denominator: Weighted average shares outstanding 16,461,668 2,717,466 24,496,575 7,187,500 Basic and dilution net income per share $ 0.23 $ 0.23 $ 0.11 $ 0.11
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 consolidated 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 (as defined below) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.	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 consolidated 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 (as defined below) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated financial statements and disclosures.	Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included.	Basis of Presentation The accompanying financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements 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 and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, valuation of derivative liability, equity-based compensation and accruals for research and development expenses. Actual results could differ from those estimates, and such differences could be material to the financial statements.	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements 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 and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, valuation of derivative liability, equity-based compensation and accruals for research and development expenses. Actual results could differ from those estimates, and such differences could be material to the financial statements.
Cash		Cash The Company maintains cash balances in one U.S. bank which at times may exceed the amount insured by the Federal Deposit Insurance Corporation. As of December 31, 2023, the Company had approximately $ 535,000 of cash, none of which was held in foreign bank accounts. Of this amount, $ 287,977 is not covered by the FDIC as of year-end. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023, the Company had no cash equivalents.
Concentration of Credit Risk		Concentrations of Credit Risk Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the federal depository insurance corporation limit of $ 250,000 . As of December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Income Taxes		Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through June 9, 2023 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective June 9, 2023, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. As of September 30, 2023, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets. The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations.
Net Income per Ordinary Share		Loss Per Common Stock/ Unit Net Income per Ordinary Share The Company calculates basic and diluted net loss per share or unit in conformity with the two-class method required for participating securities. Under the two-class method, net loss is allocated between common units and other participating securities based on their participation rights. To calculate the basic net loss per unit attributable to common stock/unit holders numerator, income available to common stock/units holders must be computed by deducting both the dividends declared in the period on convertible preferred stock/units (whether or not paid) and the dividends accumulated for the period on cumulative convertible preferred stock/units (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. Accordingly, the Company reduced the numerator for basic EPS by deducting/(increasing) the amount of cumulative preferred dividend from net income/(loss) in each period presented prior to the Company’s preferred stock becoming convertible upon the Change in Control, which occurred in June 2023. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Diluted net loss per unit is computed using the more dilutive of (a) the two-class method, (b) treasury stock method, or (c) if-converted method as applicable, to potentially dilutive instruments. Potentially dilutive instruments consist of unvested incentive stock/units and the potential issuance of common units upon exercise of outstanding equity awards or conversion of preferred stock/units. The dilutive effect of the convertible preferred stock is assessed by application of the “if-converted” method in periods where such application would be dilutive. The following table sets forth the number of potential shares of common units that have been excluded from diluted net loss per share because their effect was anti-dilutive: SCHEDULE OF POTENTIAL SHARES OF COMMON UNITS EXCLUDED FROM DILUTED NET LOSS PER SHARE AND EFFECT WAS ANTI-DILUTIVE 2022 2021 December 31, 2023 2022 Restricted equity stock/units 534,238 1,068,474 Value Appreciation Rights 767,827 710,824 Total 1,302,065 1,779,298
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates. ASUs not discussed in these financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In August 2020, the FASB issued 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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has evaluated the impact of adopting ASU 2020-06 and determined the standard will not have a material effect on the financial statements and its related disclosures.	Recently Issued Accounting Pronouncements Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates. ASUs not discussed in these financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In August 2020, the FASB issued 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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has evaluated the impact of adopting ASU 2020-06 and determined the standard will have a material effect on the financial statements and its related disclosures.
Segment Information	Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.	Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed financial statements are disclosed in the notes to our 2023 financial statements. There were no newly adopted accounting policies during the period ending March 31, 2024.
Fair Value Measurement	Fair Value Measurement 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. All financial assets and liabilities are approximate to their fair value.	Fair Value Measurement 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ 10,027 - - 10,027 Fair Value Measurements at December 31, 2022 using: December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ - - - - As of December 31, 2023 the Company had a Level 3 financial instrument related to the derivative liability bifurcated from a debt host contract.
Derivative Financial Instruments		Derivative Financial Instruments The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.
Accrued Expenses		Accrued Expenses For the year ended December 31, 2023, accrued expenses consisted of $ 504,136 of legal expenses incurred in connection with IPO preparation, as well as $ 6,164 in accrued interest on the convertible note payable. For the year ended December 31, 2022, accrued expenses consisted of $ 12,191 136,519
License Fee		License Fee $ 6,000,000
Liability to be Settled in Equity		Liability to be Settled in Equity Liability to be settled in equity consisted of $ 3,000,000 of consideration in connection with the license agreement entered into on December 7, 2021. As of December 31, 2023, the liability is to be settled through the issuance of 1,390,885 convertible Series B preferred stock. As of the date of these financial statements, the liability has not been settled (Note 5).
Convertible Instruments		Convertible Instruments   The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for redemption features as a separate instrument and allocates the fair value of the of the redemption feature between the host contract and the bifurcated instrument. The fair value of the redemption feature is recognized as a derivative liability, with a corresponding debit to debt discount to the host instrument. The debt discount is then amortized using the interest method. The derivative liability is recorded at fair value for each reporting period, with changes in fair value recorded in the Company’s statement of operations.
Patent Costs		Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations.
Research and Development		Research and Development Research and development expenses consist primarily of consulting, regulatory and manufacturing related costs, third-party license fees and external costs of vendors engaged to conduct preclinical development activities. These expenses are expensed as incurred and non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized in prepaid expenses and other current assets. The Company enters into arrangements with contract research organizations in connection with pre-clinical and clinical trials. Such arrangements often provide for payment prior to commencing the project or based upon predetermined milestones throughout the period during which services are expected to be performed. As part of the process of preparing the Company’s financial statements, management is required to estimate prepaid and accrued clinical trial expenses. The date on which services commence, the level of services performed on or before a given date, and the cost of such services are often determined based on subjective judgments informed by the facts and circumstances known to management from the terms of the contract and the Company’s ongoing monitoring of service performance. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Equity Based Compensation		Equity Based Compensation The equity-based payments are accounted for in accordance with the provisions of ASC 718, Compensation — Stock Compensation. The Company measures the estimated fair value of the equity-based award on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of equity-based awards. The expected term is based on the “simplified method”, due to the Company’s limited equity award history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not have its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although the Company believes its assumptions used to calculate equity-based compensation expenses are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period. The Company has not issued any equity-based awards with performance- or market-based vesting conditions. The Company accounts for forfeitures as they occur. The Company classifies equity-based compensation expenses in its statements of operations in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for the Company’s equity, the Company utilized recent equity sales with third parties to estimate the fair value of the Company’s common units at the time of each grant date. The equity sales were arm’s length transactions.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION	At March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022	At December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 287,500,000 Less: Fair value to Public Warrants at issuance (5,606,250 ) Redeemable ordinary share issuance costs (16,098,990 ) Plus: Remeasurement of carrying value to redemption value 33,209,323 Redeemable ordinary shares subject to possible redemption at December 31, 2022 299,004,083 Less: Redemption (284,916,127 ) Plus: Remeasurement of carrying value to redemption value 5,813,213 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 19,901,169
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE	SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08	SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For year ended For year ended December 31, 2023 December 31, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,831,570 $ 632,509 $ 2,582,508 $ 757,730 Denominator: Weighted average shares outstanding 16,461,668 2,717,466 24,496,575 7,187,500 Basic and dilution net income per share $ 0.23 $ 0.23 $ 0.11 $ 0.11
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES		All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ 10,027 - - 10,027 Fair Value Measurements at December 31, 2022 using: December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ - - - -
SCHEDULE OF POTENTIAL SHARES OF COMMON UNITS EXCLUDED FROM DILUTED NET LOSS PER SHARE AND EFFECT WAS ANTI-DILUTIVE		The following table sets forth the number of potential shares of common units that have been excluded from diluted net loss per share because their effect was anti-dilutive: SCHEDULE OF POTENTIAL SHARES OF COMMON UNITS EXCLUDED FROM DILUTED NET LOSS PER SHARE AND EFFECT WAS ANTI-DILUTIVE 2022 2021 December 31, 2023 2022 Restricted equity stock/units 534,238 1,068,474 Value Appreciation Rights 767,827 710,824 Total 1,302,065 1,779,298

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS	The following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022: SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS Private warrant Share Price $ 9.82 Exercise Price $ 11.50 Redemption Trigger Price $ 18.00 Term (years) 6.42 Volatility 5.64 % Risk Free Rate 1.93 % Dividend Yield 0.00 %	The following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022: SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS Private warrant Share Price $ 9.82 Exercise Price $ 11.50 Redemption Trigger Price $ 18.00 Term (years) 6.42 Volatility 5.64 % Risk Free Rate 1.93 % Dividend Yield 0.00 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS	SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2024 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 20,136,022 — — Subscription Financial Liabilities 3 $ — — $ 1,782,202 Loan and Transfer note payable 3 $ — — $ 217,232 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — —	SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — — Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 299,004,083 — —
SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES	The key inputs of the models used to value the Company’s Subscription Financial Liabilities as of March 31, 2024 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES Inputs March 31, Term Remaining 0.46 Share Price $ 10.75 Risk-Free Rate 5.39 %
SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES	SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES Subscription financial liabilities at December 31, 2023 $ - Change in fair value 1,782,202 Subscription financial liabilities at March 31, 2024 $ 1,782,202
SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE	The key inputs of the models used to value the Company’s Loan and Transfer note payable as of March 31, 2024 were: SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE Inputs March 31, Term Remaining 1.47 Share Price $ 11.015 Risk-Free Rate 4.78 %
SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE	The change in the fair value of Loan and Transfer note payable measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE Loan and Transfer note payable at December 31, 2023 $ 12,384 Change in fair value 204,848 Loan and Transfer note payable at March 31, 2024 $ 217,232

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables) - Visiox Pharmaceuticals, Inc. [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE	The Convertible Note Derivative was classified within Level 3 of the fair value hierarchy as of December 31, 2023, and as of March 31, 2024, due to the use of unobservable inputs. The key inputs into the PWERM for the Convertible Note Derivative were as follows at March 31, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE March 31, 2024 December 31, 2023 Probability 0.00 % 1.50 % Term 0.00 0.37 Present Value Factor 0.00 0.95	The Convertible Note Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of December 31, 2023, due to the use of unobservable inputs. The key inputs into the PWERM for the Convertible Note Derivative were as follows at initial value and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE Initial Value December 31, 2023 Probability 1.50 % 1.50 % Term 0.40 0.37 Present Value Factor 0.95 0.95
SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	Changes in the fair value of the derivative liability, for which fair value is determined using Level 3 inputs were as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY Beginning balance at December 31, 2023 $ 10,027 Addition - Change in fair value (10,027 ) Ending Balance at March 31, 2024 $ -	Changes in the fair value of the derivative liability, for which fair value is determined using Level 3 inputs were as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY Beginning balance $ - Addition 10,004 Change in fair value 23 Ending Balance at December 31, 2023 $ 10,027

EQUITY-BASED COMPENSATION (Tabl

EQUITY-BASED COMPENSATION (Tables) - Visiox Pharmaceuticals, Inc. [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SUMMARY OF RSUs OUTSTANDING	The following is a summary of the RSUs outstanding as of March 31, 2024: SUMMARY OF RSUs OUTSTANDING Number of Units Grant Date Weighted Unvested as of December 31, 2023 534,238 $ 2.16 0.92 Granted — — Vested (133,559 ) — Forfeited — — Unvested as of March 31, 2024 400,679 $ 2.16 0.67 Restricted stock units vested and exercisable as of March 31, 2024 1,202,192 2.16 -	The following is a summary of the RSUs outstanding as of December 31, 2023: SUMMARY OF RSUs OUTSTANDING Number of Units Underlying RSU Grant Date Fair Value Weighted Average Vesting Period (Years) Outstanding as of December 31, 2022 1,068,474 $ 2.16 1.92 Granted — — Vested (534,236 ) — Forfeited — — Outstanding as of December 31, 2023 534,238 $ 2.16 0.92 Restricted stock units vested and exercisable as of December 31, 2023 1,068,633 2.16 0.92
SUMMARY OF VARs ISSUED AND OUTSTANDING	The following is a summary of VARs issued and outstanding as of March 31, 2024: SUMMARY OF VARs ISSUED AND OUTSTANDING Weighted Average Weighted Total Remaining Number of Units Average Exercise Price Intrinsic Value Contractual Life (Years) Outstanding as of December 31, 2023 767,827 2.16 - 8.48 Granted - - - - Exercised - - - - Forfeited - - - - Outstanding as of March 31, 2024 767,827 2.16 - 8.23 Value appreciation right awards vested and exercisable as of March 31, 2024 260,239 2.16 - 8.23	The following is a summary of VARs issued and outstanding as of December 31, 2023: SUMMARY OF VARs ISSUED AND OUTSTANDING Number of Units Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as of December 31, 2022 710,824 2.16 - 9.40 Granted 57,003 2.16 - - Exercised - - - - Forfeited - - - - Outstanding as of December 31, 2023 767,827 2.16 - 8.48 Value appreciation right awards vested and exercisable as of December 31, 2023 236,941 2.16 - 7.20

INCOME TAXES (Tables)

INCOME TAXES (Tables) - Visiox Pharmaceuticals, Inc. [Member]	12 Months Ended
	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE	The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the year ended December 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE 2023 2022 For the Years Ended December 31, 2023 2022 Income before income taxes $ (10,634,797 ) $ - Taxes under statutory US tax rates (2,233,307 ) - State taxes net of federal benefit (584,523 ) - Permanent items (50,678 ) - Transfer in of partnership deferred tax asset 219,856 - Increase in valuation allowance 2,648,652 - Income tax expense $ 0 $ -
SCHEDULE OF DEFERRED INCOME TAX	SCHEDULE OF DEFERRED INCOME TAX 2023 2022 For the Years Ended December 31, 2023 2022 Research & development expenses $ 149,224 $ - Stock based compensation 430,344 - Net operating loss carry-forwards 280,630 - Research & development credits 50,965 - Intangibles 1,737,489 Valuation allowance (2,648,652 ) - Net deferred tax assets $ - $ -

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)							3 Months Ended	12 Months Ended
	May 22, 2024	Aug. 18, 2023	Jul. 13, 2023	May 18, 2023	Apr. 13, 2023	Feb. 23, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Aug. 14, 2023	Jun. 28, 2023	Apr. 19, 2023	Feb. 22, 2022
Shares Issued, Price Per Share							$ 11.24	$ 11.03
Proceeds from Issuance Initial Public Offering									$ 282,500,000
Share price							$ 10.75
Deferred offering costs									10,812,500		$ 10,812,500
Deferred Underwriting Discount											$ 10,812,500
Payments to Acquire Restricted Investments									294,687,500
Threshold percentage of public shares subject to redemption without entity prior written consent							15%	15%
Percentage obligation to redeem public shares percentage							100%	100%
Aggregate true up payment amount		$ 632,968
Advisory Fees Payable in Cash					$ 300,000
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities							$ 100,000	$ 100,000
Cash									497,259
Working capital deficit							2,567,806	322,105
Asset, Held-in-Trust, Noncurrent							20,136,022	19,901,169	299,004,083
Investment Income, Net							234,853	$ 5,813,213	$ 4,316,583
Threshold minimum aggregate fair market value percentage								80%
Threshold minimum aggregate fair market value percentage								50%
Banking Regulation, Mortgage Banking, Net Worth, Minimum								$ 5,000,001
Equiniti Trust Company LLc [Member]
Temporary Equity, Redemption Price Per Share				$ 10.55						$ 10.57
Equiniti Trust Company LLc [Member] | Revision of Prior Period, Adjustment [Member]
Shares Issued, Price Per Share												$ 0.02
Temporary Equity, Redemption Price Per Share										$ 0.02
Common Stock [Member]
Stock Issued During Period, Shares, New Issues				26,946,271
Shares Issued, Price Per Share	$ 11.24			$ 10.55
Stock Issued During Period, Value, New Issues	$ 13,800,000			$ 284,000,000
Common Stock [Member] | Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues	1,226,085
IPO [Member]
Shares Issued, Price Per Share													$ 10.25
Sale of Stock, Number of Shares Issued in Transaction						28,750,000
Transaction Costs							16,418,580	16,418,580
Sale of Stock, Underwriting fees							5,000,000	5,000,000
Deferred offering costs							10,812,500	10,812,500
Sale of Stock, Other Offering Costs							$ 606,080	$ 606,080
Payments to Acquire Restricted Investments						$ 294,687,500
Temporary Equity, Redemption Price Per Share							$ 11.03	$ 11.03
IPO [Member] | Private Placement Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						9,138,333
Share price						$ 1.50
Gross proceeds						$ 13,707,500
Over-Allotment Option [Member]
Proceeds from Issuance Initial Public Offering						$ 37,500,000
Sale of Stock, Number of Shares Issued in Transaction						3,750,000	3,750,000	3,750,000
Private Placement [Member] | Private Placement Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						9,763,333
Share price						$ 1.50
Gross proceeds						$ 14,645,000
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						625,000
Gross proceeds						$ 937,500
Common Class A [Member]
Share price								$ 1
Common Class A [Member] | Investment Advisory, Management and Administrative Service [Member]
Stock Issued During Period, Shares, Issued for Services			80,000		50,000
Common Class A [Member] | Common Stock [Member] | Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues	1,226,085
Shares Issued, Price Per Share	$ 11.24
Stock Issued During Period, Value, New Issues	$ 13,800,000
Common Class A [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues						25,000,000
Shares Issued, Price Per Share						$ 10
Proceeds from Issuance Initial Public Offering						$ 250,000,000
Common Class B [Member]
Number of shares				7,187,500
Number of shares				7,187,500

SCHEDULE OF REDEEMABLE ORDINARY

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gross proceeds				$ 287,500,000
Fair value to Public Warrants at issuance				(5,606,250)
Redeemable ordinary share issuance costs				(16,098,990)
Remeasurement of carrying value to redemption value	$ 234,853	$ 3,196,998	$ 5,813,213	33,209,323
Redeemable ordinary shares subject to possible redemption, beginning	19,901,169	$ 299,004,083	299,004,083
Redemption			(284,916,127)
Redeemable ordinary shares subject to possible redemption, ending	$ 20,136,022		$ 19,901,169	$ 299,004,083

SCHEDULE OF RECONCILIATION OF B

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Common Class A [Member]
Allocation of net income	$ (2,467,101)	$ 2,297,946	$ 3,831,570	$ 2,582,508
Weighted Average Number of Shares Outstanding, Diluted	8,991,229	28,750,000	16,461,668	24,496,575
Earnings Per Share, Diluted	$ (0.27)	$ 0.08	$ 0.23	$ 0.11
Common Class B [Member]
Allocation of net income		$ 574,487	$ 632,509	$ 757,730
Weighted Average Number of Shares Outstanding, Diluted		7,187,500	2,717,466	7,187,500
Earnings Per Share, Diluted		$ 0.08	$ 0.23	$ 0.11

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Feb. 23, 2022	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Dec. 26, 2023	Jun. 28, 2023	Feb. 22, 2022	Dec. 07, 2021
Cash			$ 0	$ 0
Deferred offering costs				10,812,500			$ 10,812,500
Cash, FDIC Insured Amount			250,000		$ 250,000
Unrecognized Tax Benefits			$ 0	$ 0
Share price			$ 11.03		$ 11.24
Antidilutive securities		24,138,333		24,138,333
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued				$ 0
Visiox Pharmaceuticals, Inc. [Member]
Cash			$ 535,000
Cash, FDIC Insured Amount			$ 250,000
Share price						$ 15
Antidilutive securities			1,302,065	1,779,298
Cash, Uninsured Amount			$ 287,977
Deferred compensation				$ 136,519
License fee			6,000,000
Liability to be settled in equity									$ 3,000,000
Visiox Pharmaceuticals, Inc. [Member] | Santen License Agreement [Member]
License fee			6,000,000
Visiox Pharmaceuticals, Inc. [Member] | Convertible Notes Payable [Member]
Accrued interest			6,164
Visiox Pharmaceuticals, Inc. [Member] | Accrued Liabilities [Member]
Legal expenses			$ 504,136	$ 12,191
Warrant [Member]
Number of shares issued	24,138,333
Share price	$ 11.50
Class A Ordinary Shares Subject To Possible Redemption [Member]
Temporary Equity, Shares Outstanding			1,803,729	28,750,000	1,803,729
Convertible Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Preferred units, issued			1,390,885
IPO [Member]
Transaction Costs			$ 16,418,580		$ 16,418,580
Sale of Stock, Underwriting fees			5,000,000		5,000,000
Deferred offering costs			10,812,500		10,812,500
Sale of Stock, Other Offering Costs			$ 606,080		$ 606,080
Share price								$ 10.25

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	Feb. 23, 2022 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of stock | shares	28,750,000
Share price | $ / shares	$ 10
Number of Warrants | shares	1
Exercise price of warrants | $ / shares	$ 11.50

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($)	Feb. 23, 2022	Mar. 31, 2024
Class of Warrant or Right [Line Items]
Share price		$ 10.75
Private Placement Warrants [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants	9,763,333
Share price	$ 1.50
Gross proceeds	$ 14,645,000
Number of warrants	1
Exercise price of warrants	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)								3 Months Ended		12 Months Ended
	Dec. 26, 2023	Dec. 21, 2023	Aug. 18, 2023	Aug. 10, 2023	Feb. 11, 2022	Dec. 18, 2021	Feb. 16, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Initial business combination, description								(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.		(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property
Other Liabilities, Current								$ 268,939		$ 238,939	$ 122,689
Proceeds from Related Party Debt								264,027		155,848
Interest Expense, Debt								$ 183,310		$ 8,966
Preferred stock, shares outstanding								0		0	0
Visiox Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues									250,000	$ 600,000	$ 2,280,000
Amortization of Debt Discount (Premium)								$ 2,518		427
Preferred stock, voting rights								As of March 31, 2024, TardiMed holds 618,325 shares of convertible Series A Preferred Stock, and 10,000,000 shares of convertible Series B Preferred Stock, which represent 33% and 93% or an aggregate 75% of the total voting power of the Company, after factoring in the effects of dilution. Michael Derby and Zachary Rome were both issued 801,436 and 801,435 restricted equity units, respectively.
Visiox Pharmaceuticals, Inc. [Member] | Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Shares issued												3,592,865
Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt								$ 419,875		155,848
Interest Expense, Debt								183,310		8,966
Amortization of Debt Discount (Premium)								202,643		143,464
Tardi Med Sciences LLC [Member] | Visiox Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues	$ 100,000
Debt instrument, face amount								1,750,000		$ 1,750,000
Preferred stock, voting rights										As of December 31, 2023, TardiMed holds 618,325 shares of convertible Series A Preferred Stock, and 10,000,000 shares of convertible Series B Preferred Stock, which represent 33% and 93% or an aggregate 75% of the total voting power of the Company, after factoring in the effects of dilution.
Professional fees				$ 100,000				0	300,000	$ 1,200,000	1,200,000
Reimbursable expenses								$ 3,351	40,009	100,843	94,549
Outstanding balance										$ 1,750,000	800,156
Tardi Med Sciences LLC [Member] | Convertible Series A Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Preferred stock, shares outstanding								618,325		618,325
Tardi Med Sciences LLC [Member] | Convertible Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Preferred stock, shares outstanding								10,000,000		10,000,000
Michael Derby [Member] | Visiox Pharmaceuticals, Inc. [Member] | Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Shares issued								801,436		801,436
Zachary Rome [Member] | Visiox Pharmaceuticals, Inc. [Member] | Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Shares issued								801,435		801,435
Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Common Stock Dividends, Shares					1.11111111
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate Number Of Shares Owned					7,187,500
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues							8,625,000
Stock Issued During Period, Value, New Issues							$ 25,000
Stock Surrendered During Period, Shares, Sponsor						2,156,250
Aggregate Number Of Shares Owned						6,468,750
Founder Shares [Member] | New Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			6,834,333
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 1
Founder Shares [Member] | New Sponsor [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			4,317,500
Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount							$ 300,000
Notes Payable										$ 0		$ 238,596
Debt Conversion, Converted Instrument, Amount								$ 1,500,000		$ 1,500,000
Debt Instrument, Convertible, Conversion Price								$ 1.50		$ 1.50
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Other Liabilities								$ 450,000		$ 250,000
Working capital loans										158,848	0
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party Per Month								10,000		10,000
Operating Lease, Expense								30,000	$ 30,000	120,000	100,000
Loan And Transfer Agreementt [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt								419,875		155,848
Loan And Transfer Agreementt [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from Loans		$ 250,000								250,000
Loan And Transfer Agreement [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Short-Term Debt								$ 419,875		$ 155,848	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)										1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 05, 2024 USD ($)	Jan. 10, 2024 USD ($) $ / shares	Jan. 09, 2024 USD ($) $ / shares	Dec. 21, 2023 USD ($)	Jul. 14, 2023 $ / shares shares	Jul. 13, 2023 shares	May 18, 2023 shares	Apr. 13, 2023 USD ($) shares	Feb. 23, 2022 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 26, 2023 $ / shares	Dec. 01, 2023 USD ($)	Jun. 28, 2023 USD ($)
Product Liability Contingency [Line Items]
Maximum Number Of Days Available To Underwriters To Purchase Units											45 days		45 days
Underwriting Cash Discount Per Unit | $ / shares											$ 0.20		$ 0.20
Underwriter Cash Discount											$ 5,000,000		$ 5,000,000
Aggregate Deferred Underwriting Fee Payable											750,000		750,000
Aggregate Underwriter Deferred Portion											10,062,500		10,062,500
Deferred offering costs														$ 10,812,500			$ 10,812,500
Aggregate Underwriter Cash Discount											$ 750,000		$ 750,000
Deferred Underwriting Discount																	$ 10,812,500
Number of shares agreed to transfer | shares											750,000		750,000
Number Of Non-Redeemable Transferable Shares | shares											750,000		750,000
Fair Value Of Non Redeemable Shares											$ 118,298		$ 118,298
Advisory Fees Payable in Cash								$ 300,000
Proceeds from Related Party Debt											264,027		155,848
Interest Expense, Debt											$ 183,310		8,966
Share Price | $ / shares											$ 10.75
Liabilities										403,328	$ 2,633,383		403,328	11,115,823
Additional Paid in Capital										10,964,930	11,421,183		10,964,930
Convertible Notes Payable [Member]
Product Liability Contingency [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																15%
Debt Instrument, Face Amount																$ 2,000,000
Loan And Transfer Agreementt [Member]
Product Liability Contingency [Line Items]
Proceeds from Related Party Debt											419,875		155,848
Working Capital Loans [Member]
Product Liability Contingency [Line Items]
Other Liabilities										$ 250,000	$ 450,000		$ 250,000
First Share Price Target [Member]
Product Liability Contingency [Line Items]
Description of Trading Activities and Management of Related Risks											20 out of any 30 consecutive Trading Days		20 out of any 30 consecutive Trading Days
Second Share Price Target [Member] | Secound Share Price Target [Member]
Product Liability Contingency [Line Items]
Description of Trading Activities and Management of Related Risks											20 out of any 30 consecutive Trading Days		20 out of any 30 consecutive Trading Days during
Merger Agreement [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Share Price | $ / shares										$ 12.50	$ 12.50		$ 12.50
Merger Agreement [Member] | First Commercial Sale [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Sale percentage										0.002%	0.002%		0.002%
Merger Agreement [Member] | First Share Price Target [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Business Acquisition, Share Price | $ / shares										$ 12.50	$ 12.50		$ 12.50
Merger Agreement [Member] | Second Share Price Target [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Business Acquisition, Share Price | $ / shares										$ 15	$ 15		$ 15
Common Stock [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, New Issues | shares							26,946,271
Common Stock, Par or Stated Value Per Share | $ / shares															$ 0.0001
Common Stock [Member] | Merger Agreement [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares										6,000,000
Merger Agreement [Member]
Product Liability Contingency [Line Items]
Business combination description											(a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number of Rollover RSUs, multiplied by (ii) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement.		(a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number of Rollover RSUs, multiplied by (ii) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement.
Loan And Transfer Agreement [Member]
Product Liability Contingency [Line Items]
Payments of Loan Costs		$ 150,000	$ 50,000
Payments for Loans		150,000	50,000
Loan And Transfer Agreementt [Member]
Product Liability Contingency [Line Items]
Proceeds from Loans		$ 150,000	$ 50,000	$ 250,000
Debt Instrument, Interest Rate, Stated Percentage		8%	8%	8%
Advisory Services Agreement [Member]
Product Liability Contingency [Line Items]
Sponsor Fees											$ 2,000,000		$ 2,000,000
Advisory Services Agreement [Member] | Convertible Notes [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, Issued for Services | shares										2,000,000	2,000,000
Advisory Services Agreement [Member] | Working Capital Loans [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, Issued for Services | shares										1,000,000	1,000,000
Subscription Arrangement [Member]
Product Liability Contingency [Line Items]
Proceeds from Contributed Capital	$ 1,000,000
Liabilities											$ 1,786,236
Additional Paid in Capital											213,764
Subscription agreement expense											$ 2,000,000
Common Class A [Member]
Product Liability Contingency [Line Items]
Common Stock, Par or Stated Value Per Share | $ / shares										$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Share Price | $ / shares										1			1
Common Class A [Member] | Investment Advisory, Management and Administrative Service [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, Issued for Services | shares						80,000		50,000
Common Class A [Member] | Loan And Transfer Agreementt [Member]
Product Liability Contingency [Line Items]
Share Price | $ / shares		$ 10	$ 10							$ 10	$ 10		$ 10
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares		$ 1	$ 1
New Sponsor [Member] | Purchase Agreement [Member] | Private Placement Warrants [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, New Issues | shares					6,834,333
New Sponsor [Member] | Underwriting Agreement [Member] | Private Placement Warrants [Member]
Product Liability Contingency [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares					$ 1
New Sponsor [Member] | Common Class A [Member] | Purchase Agreement [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, New Issues | shares					4,317,500
Sponsor [Member]
Product Liability Contingency [Line Items]
Proceeds from Related Party Debt											$ 419,875		$ 155,848
Interest Expense, Debt											183,310		8,966
Amortization of Debt Discount (Premium)											202,643		143,464
Sponsor [Member] | Loan And Transfer Agreementt [Member]
Product Liability Contingency [Line Items]
Proceeds from Loans				$ 250,000									250,000
Sponsor Fees				$ 250,000
Sponsor [Member] | Loan And Transfer Agreement [Member]
Product Liability Contingency [Line Items]
Short-Term Debt										$ 155,848	$ 419,875		$ 155,848	$ 0
Sponsor [Member] | Merger Agreement [Member] | First Commercial Sale [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Sponsor [Member] | Merger Agreement [Member] | First Share Price Target [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Sponsor [Member] | Merger Agreement [Member] | Second Share Price Target [Member]
Product Liability Contingency [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares											1,000,000		1,000,000
Measurement Input, Share Price [Member]
Product Liability Contingency [Line Items]
Servicing Liability, Measurement Input										0.15	0.15		0.15
Measurement Input, Default Rate [Member]
Product Liability Contingency [Line Items]
Servicing Liability, Measurement Input										0.05	0.05		0.05
Measurement Input, Option Volatility [Member]
Product Liability Contingency [Line Items]
Servicing Liability, Measurement Input										0.016	0.016		0.016
Measurement Input, Discount Rate [Member]
Product Liability Contingency [Line Items]
Servicing Liability, Measurement Input										0.0414	0.0414		0.0414
Measurement Input, Price Volatility [Member]
Product Liability Contingency [Line Items]
Servicing Liability, Measurement Input										10.51	10.51		10.51
Over-Allotment Option [Member]
Product Liability Contingency [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares									3,750,000		3,750,000		3,750,000
IPO [Member]
Product Liability Contingency [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares									28,750,000
Deferred Fee Per Unit | $ / shares										$ 0.35	$ 0.35		$ 0.35
Aggregate Underwriter Deferred Portion										$ 10,062,500	$ 10,062,500
Deferred offering costs										$ 10,812,500	$ 10,812,500		$ 10,812,500
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares									$ 11.50
IPO [Member] | Private Placement Warrants [Member]
Product Liability Contingency [Line Items]
Share Price | $ / shares									$ 1.50
IPO [Member] | Common Class A [Member]
Product Liability Contingency [Line Items]
Stock Issued During Period, Shares, New Issues | shares									25,000,000

SHAREHOLDERS' DEFICIT (Details

SHAREHOLDERS' DEFICIT (Details Narrative) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 26, 2023
Class of Stock [Line Items]
Preference shares, shares authorized	5,000,000	5,000,000	5,000,000
Preference shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, shares outstanding	0	0	0
Preference shares, shares issued	0	0	0
Visiox Pharmaceuticals, Inc. [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common shares, par value	$ 0.001	$ 0.001	$ 0.001	$ 0.0001
Common stock, shares outstanding	0	0	0
Capital stock shares authorized	160,000,000	160,000,000
Cumulative dividends percentage	8%		8%
Visiox Pharmaceuticals, Inc. [Member] | Restricted Stock [Member]
Class of Stock [Line Items]
Preference shares, shares authorized	20,000,000	20,000,000
Preference shares, par value	$ 0.001	$ 0.001
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	300,000,000	300,000,000	300,000,000
Common shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	7,187,500	7,187,500	0
Class A Ordinary Shares Subject To Possible Redemption [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Outstanding	1,803,729	1,803,729	28,750,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	0	0	7,187,500
Convertible Stock Conversion Ratio	20%	20%
Common Stock, Voting Rights		one
Common Class A Not Subject To Redemption [Member]
Class of Stock [Line Items]
Common stock, shares outstanding		7,187,500	0
Temporary Equity, Shares Outstanding		1,803,729	28,750,000
Series A Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Class of Stock [Line Items]
Preference shares, shares authorized	20,000,000	20,000,000	0
Preference shares, par value	$ 0.001	$ 0.001	$ 0.001
Preference shares, shares outstanding	1,931,287	1,931,287	0
Preference shares, shares issued	1,931,287	1,931,287	0
Series A Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member] | 33 Stockholders [Member]
Class of Stock [Line Items]
Preference shares, shares outstanding	1,931,287	1,931,287
Preference shares, shares issued		1,931,287
Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]
Class of Stock [Line Items]
Preference shares, shares authorized	20,000,000	20,000,000	0
Preference shares, par value	$ 0.001	$ 0.001	$ 0.001
Preference shares, shares outstanding	11,068,637	11,068,637	0
Preference shares, shares issued	11,068,637	11,068,637	0
Series B Preferred Stock [Member] | Visiox Pharmaceuticals, Inc. [Member] | 3 Stockholders [Member]
Class of Stock [Line Items]
Preference shares, shares outstanding	10,935,077	11,068,637
Preference shares, shares issued		11,068,637

SCHEDULE OF QUANTITATIVE INFORM

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS (Details)	Mar. 31, 2024 $ / shares	Dec. 31, 2023	Feb. 23, 2022 $ / shares
Class of Warrant or Right [Line Items]
Share Price	$ 10.75
Warrant Term	6 months	6 months
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Share Price			$ 9.82
Exercise Price			11.50
Redemption Trigger price			$ 18
Warrant Term			6 years 5 months 1 day
Private Warrants [Member] | Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			5.64
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			1.93
Private Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			0

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Feb. 23, 2022
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Term	6 months	6 months
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.39
Class of Warrant or Right, Outstanding	14,375,000	14,375,000
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	9,763,333	9,763,333
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant Exercise Period Condition Two	12 months	12 months
Class of Warrant or Right, Redemption Price of Warrants or Rights	$ 0.01	$ 0.01
Redemption Period	30 days	30 days
Warrant Redemption Condition Minimum Share Price	$ 18	$ 18
Class of Warrant or Right, Redemption of Warrants or Rights, Threshold Trading Days	20 days	20 days
Class of Warrant or Right, Redemption of Warrants or Rights, Threshold Consecutive Trading Days	30 days	30 days
Warrants and Rights Outstanding, Term		5 years
Warrant [Member]
Class of Warrant or Right [Line Items]
Percentage of Gross Proceeds on Total Equity Proceeds	60%	60%
Threshold Trading Days for Calculating Market Value	20 days	20 days
Threshold Issue Price for Capital Raising Purposes in Connection with the Closing of a Business Combination		$ 9.20
Warrants and rights outstanding exercisable, term	5 years	5 years
Warrant [Member] | Redemption of Warrants when Price Per Share of Class Common Stock Equals or Exceeds 9.50 [Member]
Class of Warrant or Right [Line Items]
Threshold Issue Price for Capital Raising Purposes in Connection with the Closing of a Business Combination	$ 9.20	$ 9.20
Class of Warrant or Right Adjustment of Exercise Price of Warrants or Rights Percent Based on Market Value and Newly Issued Price	115%	115%
Warrant [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 16.50 [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right Redemption of Warrants or Rights Stock Price Trigger	$ 18	$ 18
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1	180%	180%

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account	$ 20,136,022	$ 19,901,169	$ 299,004,083
Subscription financial liabilities	1,782,202
Loan and Transfer note payable	217,232	12,384
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account	20,136,022	19,901,169	299,004,083
Subscription financial liabilities
Loan and Transfer note payable
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account
Subscription financial liabilities
Loan and Transfer note payable
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account
Subscription financial liabilities	1,782,202
Loan and Transfer note payable	$ 217,232

SCHEDULE OF SUBSCRIPTION FINANC

SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Fair Value Disclosures [Abstract]
Term Remaining	5 months 15 days
Share Price	$ 10.75
Risk-Free Rate	539%

SCHEDULE OF FAIR VALUE OF SUBSC

SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Subscription financial liabilities at December 31, 2023
Change in fair value	1,782,202
Subscription financial liabilities at March 31, 2024	$ 1,782,202

SCHEDULE OF LOAN AND TRANSFER N

SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE (Details)	3 Months Ended
	Mar. 31, 2024 shares
Fair Value Disclosures [Abstract]
Term Remaining	1 year 5 months 19 days
Share Price	11.015
Risk-Free Rate	4.78%

SCHEDULE OF FAIR VALUE OF LOAN

SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Loan and Transfer note payable at December 31, 2023	$ 12,384
Change in fair value	204,848
Loan and Transfer note payable at March 31, 2024	$ 217,232

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

3 Months Ended

4 Months Ended

12 Months Ended

May 22, 2024

May 09, 2024

Mar. 05, 2024

Jan. 10, 2024

Jan. 09, 2024

May 18, 2023

Mar. 31, 2024

Mar. 31, 2023

May 15, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 26, 2023

Subsequent Event [Line Items]

Shares Issued, Price Per Share

$ 11.24

$ 11.03

Number of shares agreed to transfer

750,000

750,000

Number Of Non-Redeemable Transferable Shares

750,000

750,000

Visiox Pharmaceuticals, Inc. [Member]

Subsequent Event [Line Items]

Shares Issued, Price Per Share

$ 15

Stock Issued During Period, Value, New Issues

$ 250,000

$ 600,000

$ 2,280,000

Proceeds from convertible debt

$ 1,000,000

1,000,000

Common Stock [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

26,946,271

Shares Issued, Price Per Share

$ 11.24

$ 10.55

Stock Issued During Period, Value, New Issues

$ 13,800,000

$ 284,000,000

Common Stock [Member] | Visiox Pharmaceuticals, Inc. [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Value, New Issues

Loan And Transfer Agreement [Member]

Subsequent Event [Line Items]

Payments of Loan Costs

$ 150,000

$ 50,000

Payments for Loans

150,000

50,000

Subscription Arrangement [Member]

Subsequent Event [Line Items]

Proceeds from Contributed Capital

$ 1,000,000

Subsequent Event [Member] | Visiox Pharmaceuticals, Inc. [Member]

Subsequent Event [Line Items]

Proceeds from convertible debt

$ 1,000,000

Subsequent Event [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

1,226,085

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

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

1,226,085

Shares Issued, Price Per Share

$ 11.24

Stock Issued During Period, Value, New Issues

$ 13,800,000

Subsequent Event [Member] | Subscription Agreements [Member]

Subsequent Event [Line Items]

Payments of Loan Costs

$ 500,000

Subsequent Event [Member] | Loan And Transfer Agreement [Member]

Subsequent Event [Line Items]

Payments of Loan Costs

150,000

50,000

Payments for Loans

$ 500,000

$ 150,000

$ 50,000

Subsequent Event [Member] | Non Redeemed Agreement [Member] | Common Stock [Member] | Common Class A [Member]

Subsequent Event [Line Items]

Number of shares agreed to transfer

450,000

Number Of Non-Redeemable Transferable Shares

450,000

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

Subsequent Event [Line Items]

Number of shares agreed to transfer

75,000

Number Of Non-Redeemable Transferable Shares

75,000

Subsequent Event [Member] | Subscription Arrangement [Member]

Subsequent Event [Line Items]

Proceeds from Contributed Capital

$ 1,000

MANAGEMENT SERVICES AGREEMENT (

MANAGEMENT SERVICES AGREEMENT (Details Narrative) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)			3 Months Ended		12 Months Ended
	Aug. 10, 2023	Jan. 01, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Tardi Med Sciences LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Service fees	$ 100,000		$ 0	$ 300,000	$ 1,200,000	$ 1,200,000
Management Services Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Service fees		$ 300,000

LICENSE AGREEMENT (Details Narr

LICENSE AGREEMENT (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Jul. 07, 2023	Dec. 07, 2021	Mar. 31, 2024	Dec. 31, 2023	Jan. 02, 2024	Dec. 31, 2022
Fair market value			$ 0.0001	$ 0.0001		$ 0.0001
Visiox Pharmaceuticals, Inc. [Member]
Royalties			$ 30,000,000	$ 30,000,000
Accrued liabilities			265,687	510,300		$ 148,710
License fee				$ 6,000,000
Royalty payments payable rate				900%
Royalty annual net sales rate				1,000%
Visiox Pharmaceuticals, Inc. [Member] | Minimum [Member]
Annual net sales			$ 30,000,000	$ 30,000,000
Visiox Pharmaceuticals, Inc. [Member] | IPO [Member]
Fixed rate per share				$ 4.4466
Accrued liabilities				$ 487,820	$ 487,820
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member]
One time payament of license amount		$ 3,700,000
Non refundable cash payment of license amount		700,000
Granted in equity amount		$ 3,000,000
Convertible preferred stock		1,390,885
Fair market value		$ 2.1569
Unissued equity amount				3,000,000
Proceeds from issuance or sale of equity				3,000,000
Accrued in equity consideration				3,000,000
Issue additional equity				2,000,000
Royalties		$ 500,000
Preferred Units, Issued		1,390,885
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Outside US Within Territory [Member]
Royalties		$ 3,600,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones One [Member]
One time payament of license amount		700,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Two [Member]
One time payament of license amount		1,590,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Three [Member]
One time payament of license amount		1,685,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Four [Member]
One time payament of license amount		7,000,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Five [Member]
One time payament of license amount		1,500,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Six [Member]
One time payament of license amount		2,500,000
Sale of products		50,000,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Seven [Member]
One time payament of license amount		5,000,000
Sale of products		100,000,000
SPARC License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | Milestones Eight [Member]
One time payament of license amount		10,000,000
Sale of products		$ 200,000,000
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member]
Issuance of common shares	$ 6,000,000
Payment for license agreement	3,000,000
Financing amount	$ 28,000,000
License fee				$ 6,000,000
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament One [Member]
Milestone method description			The Company owes a one-time payment of $10,000,000 upon approval of the NDA in the United States for the Combination Product.	The Company owes a one-time payment of $10,000,000 upon approval of the NDA in the United States for the Combination Product.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Two [Member]
Milestone method description			The Company owes a one-time payment of $500,000 upon the first time that USD $10,000,000 in annual net sales.	The Company owes a one-time payment of $500,000 upon the first time that USD $10,000,000 in annual net sales.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Three [Member]
Milestone method description			The Company owes a one-time payment of $3,000,000 upon the first time that USD $30,000,000 in annual net sales.	The Company owes a one-time payment of $3,000,000 upon the first time that USD $30,000,000 in annual net sales.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Four [Member]
Milestone method description			The Company owes a one-time payment of $5,000,000 upon the first time that USD $70,000,000 in annual net sales.	The Company owes a one-time payment of $5,000,000 upon the first time that USD $70,000,000 in annual net sales.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Five [Member]
Milestone method description			The Company owes a one-time payment of $7,000,000 upon the first time that USD $100,000,000 in annual net sales.	The Company owes a one-time payment of $7,000,000 upon the first time that USD $100,000,000 in annual net sales.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Six [Member]
Milestone method description			The Company owes a one-time payment of $15,000,000 upon the first time that USD $200,000,000 in annual net sales.	The Company owes a one-time payment of $15,000,000 upon the first time that USD $200,000,000 in annual net sales.
Santen License Agreement [Member] | Visiox Pharmaceuticals, Inc. [Member] | One Time Payament Seven [Member]
Milestone method description			The Company owes a one-time payment of $20,000,000 upon the first time that USD $300,000,000 in annual net sales.	The Company owes a one-time payment of $20,000,000 upon the first time that USD $300,000,000 in annual net sales.

SPAC BUSINESS COMBINATION AGR_2

SPAC BUSINESS COMBINATION AGREEMENT (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 26, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024
Business Acquisition [Line Items]
Price per share			$ 11.03		$ 11.24
Visiox Pharmaceuticals, Inc. [Member]
Business Acquisition [Line Items]
Common stock par value	$ 0.0001		$ 0.001	$ 0.001	$ 0.001
Stock issued, value		$ 250,000	$ 600,000	$ 2,280,000
Price per share	$ 15
Common stock discount on shares			0	0	0
Earnout per share	In the event the Second Share Price Target was achieved prior to the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the $15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $15.00 Earnout Eligibility Date, the $15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was achieved. No $15.00 Earnout Share Payment shall be earned if the $15.00 Earnout Eligibility Date is a date later than the end of the Earnout Period.
Visiox Pharmaceuticals, Inc. [Member] | Tardi Med Sciences LLC [Member]
Business Acquisition [Line Items]
Stock issued, value	$ 100,000
Stock per share	$ 10
Business combination payment	$ 50,000
Visiox Pharmaceuticals, Inc. [Member] | Second Share Price Target [Member]
Business Acquisition [Line Items]
Business Acquisition, Share Price			$ 15
Visiox Pharmaceuticals, Inc. [Member] | Merger Agreement [Member]
Business Acquisition [Line Items]
Stock issued, value	80,000,000
Net working capital	$ 0
Price per share	$ 10
Common stock discount on shares	6,000,000
Number of shares of stock issued	1,000,000
Earnout per share	$ 12.50
Earnout per share	In the event the First Share Price Target was achieved prior to the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the $12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved on or after the $12.50 Earnout Eligibility Date, the $12.50 Earnout Share Payment shall be earned on the date on which the First Share Price Target was achieved. No $12.50 Earnout Share Payment shall be earned if the $12.50 Earnout Eligibility Date is a date later than the end of the Earnout Period.
Visiox Pharmaceuticals, Inc. [Member] | Merger Agreement [Member] | Sponser [Member]
Business Acquisition [Line Items]
Number of shares of stock issued	1,000,000

SRIRAMA CONVERTIBLE PROMISSOR_2

SRIRAMA CONVERTIBLE PROMISSORY NOTE (Details Narrative) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)		3 Months Ended		4 Months Ended	12 Months Ended
	Dec. 01, 2023	Mar. 31, 2024	Mar. 31, 2023	May 15, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 27, 2023	Dec. 05, 2023
Short-Term Debt [Line Items]
Convertible notes payable		$ 1,992,941			$ 990,423
Amortization expense		2,518			427
Srirama Associates LLC [Member]
Short-Term Debt [Line Items]
Principal amount	$ 2,000,000
Debt instrument, face amount					1,000,000		$ 500,000	$ 500,000
Convertible notes payable		2,000,000			1,000,000
Convertible debt discount		7,059			9,577
Balance amount		1,992,941			990,423
Amortization expense		$ 2,518			$ 427
Debt instrument interest rate		15%			15%
Financing event, description		(i) with respect to a Financing Event: the lesser of (x) eighty percent (80% of the lowest price per Share paid in cash by the other investors for any share of Visiox Common Stock sold in the Financing Event and (y) the price per share of Visiox Common Stock determined by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization as of immediately prior to the Financing Event; and (ii) with respect to a SPAC Transaction, $10.00. “Valuation Cap” means $80,000,000.			(i) with respect to a Financing Event: the lesser of (x) eighty percent (80% of the lowest price per Share paid in cash by the other investors for any share of Visiox Common Stock sold in the Financing Event and (y) the price per share of Visiox Common Stock determined by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization as of immediately prior to the Financing Event; and (ii) with respect to a SPAC Transaction, $10.00. “Valuation Cap” means $80,000,000.
Maturity conversion price		80%			80%
Convertible notes payable					$ 990,423
Srirama Associates LLC [Member] | Subsequent Event [Member]
Short-Term Debt [Line Items]
Principal amount				$ 1,000,000

SCHEDULE OF CONVERTIBLE NOTE DE

SCHEDULE OF CONVERTIBLE NOTE DERIVATIVE (Details) - Derivative [Member] - Fair Value, Inputs, Level 3 [Member] - Visiox Pharmaceuticals, Inc. [Member]	Mar. 31, 2024	Dec. 31, 2023	Dec. 03, 2023
Probability [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability measurement input	0	1.50	1.50
Measurement Input, Expected Term [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability measurement input	0	0.37	0.40
Present Value Factor [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability measurement input	0	0.95	0.95

SCHEDULE OF CHANGE IN FAIR VALU

SCHEDULE OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY (Details) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Balance	$ 0
Derivative [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Balance	10,027
Addition		10,004
Change in fair value	(10,027)	23
Balance		$ 10,027

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)	Mar. 31, 2024 USD ($)
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Balance	$ 0

SUMMARY OF RSUs OUTSTANDING (De

SUMMARY OF RSUs OUTSTANDING (Details) - Visiox Pharmaceuticals, Inc. [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Number of Units Underlying RSU Outstanding, Beginning	534,238	1,068,474
Grant Date Fair Value Outstanding, Beginning	$ 2.16	$ 2.16
Weighted Average Vesting Period, Outstanding	8 months 1 day	11 months 1 day	1 year 11 months 1 day
Number of Units Underlying RSU Granted
Grant Date Fair Value Granted
Number of Units Underlying RSU Vested	(133,559)	(534,236)
Grant Date Fair Value Vested
Number of Units Underlying RSU Forfeited
Grant Date Fair Value Forfeited
Number of Units Underlying RSU Outstanding, Ending	400,679	534,238	1,068,474
Grant Date Fair Value Outstanding, Ending	$ 2.16	$ 2.16	$ 2.16
Restricted stock units vested and exercisable, Ending	1,202,192	1,068,633
Grant Date Fair Value Outstanding, Ending	$ 2.16	$ 2.16
Weighted Average Vesting Period, Vested and Exercisable		11 months 1 day

SUMMARY OF VARs ISSUED AND OUTS

SUMMARY OF VARs ISSUED AND OUTSTANDING (Details) - Value Appreciation Rights Awards Plan [Member] - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Units Outstanding, Beginning	767,827	710,824
Weighted Average Exercise Price Outstanding, Beginning	$ 2.16	$ 2.16
Total Intrinsic Value, Beginning
Weighted Average Remaining Contractual Life (Years) Outstanding, Ending	8 years 2 months 23 days	8 years 5 months 23 days	9 years 4 months 24 days
Number of Units Granted		57,003
Weighted Average Exercise Price, Granted		$ 2.16
Total Intrinsic Value, Granted
Number of Units Exercised
Weighted Average Exercise Price, Exercised
Total Intrinsic Value, Exercised
Number of Units Forfeited
Weighted Average Exercise Price, Forfeited
Total Intrinsic Value, Forfeited
Number of Units Outstanding, Ending	767,827	767,827	710,824
Weighted Average Exercise Price Outstanding, Ending	$ 2.16	$ 2.16	$ 2.16
Total Intrinsic Value Outstanding, Ending
Number of Units, Value appreciation right awards vested and exercisable	260,239	236,941
Weighted Average Exercise Price, Value appreciation right awards vested and exercisable	$ 2.16	$ 2.16
Total Intrinsic value appreciation right awards vested and exercisable
Weighted Average Remaining Contractual Life (Years) Outstanding, Ending	8 years 2 months 23 days	7 years 2 months 12 days

SCHEDULE OF FINANCIAL ASSETS AN

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES (Details) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Liabilities		$ 10,027
Fair Value, Inputs, Level 1 [Member]
Restructuring Cost and Reserve [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member]
Restructuring Cost and Reserve [Line Items]
Liabilities
Fair Value, Inputs, Level 3 [Member]
Restructuring Cost and Reserve [Line Items]
Liabilities		$ 10,027

SCHEDULE OF POTENTIAL SHARES OF

SCHEDULE OF POTENTIAL SHARES OF COMMON UNITS EXCLUDED FROM DILUTED NET LOSS PER SHARE AND EFFECT WAS ANTI-DILUTIVE (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Total	24,138,333		24,138,333
Visiox Pharmaceuticals, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Total		1,302,065	1,779,298
Visiox Pharmaceuticals, Inc. [Member] | Restricted Stock [Member]
Restructuring Cost and Reserve [Line Items]
Total		534,238	1,068,474
Visiox Pharmaceuticals, Inc. [Member] | Value Appreciation Rights [Member]
Restructuring Cost and Reserve [Line Items]
Total		767,827	710,824

EQUITY-BASED COMPENSATION (Deta

EQUITY-BASED COMPENSATION (Details Narrative) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)			3 Months Ended		12 Months Ended
	Dec. 02, 2022	Dec. 02, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Value Appreciation Rights Awards Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense			$ 104,595	$ 95,570	$ 403,603	$ 237,167
Unrecognized equity-based compensation cost			$ 513,223		$ 617,818
Remaining weighted average period			8 years 2 months 23 days		8 years 5 months 23 days
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross							3,592,865
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	33.34%
Equity-based compensation expense			$ 287,051	$ 283,897	$ 1,151,359	1,151,359
Unrecognized equity-based compensation cost			$ 775,985			$ 985,353
Remaining weighted average period			8 months 1 day			11 months 1 day
Restricted Stock Units (RSUs) [Member] | Every Three Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	8.33%
Restricted Stock Units (RSUs) [Member] | Michael Derby [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		801,436
Restricted Stock Units (RSUs) [Member] | Zachary Rome [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		801,435
Restricted Stock Units (RSUs) [Member] | Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		358,851

SCHEDULE OF RECONCILIATION OF I

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (Details) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Income before income taxes			$ (10,634,797)
Taxes under statutory US tax rates			(2,233,307)
State taxes net of federal benefit			(584,523)
Permanent items			(50,678)
Transfer in of partnership deferred tax asset			219,856
Increase in valuation allowance			2,648,652
Income tax expense

SCHEDULE OF DEFERRED INCOME TAX

SCHEDULE OF DEFERRED INCOME TAX (Details) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Research & development expenses	$ 149,224
Stock based compensation	430,344
Net operating loss carry-forwards	280,630
Research & development credits	50,965
Intangibles	1,737,489
Valuation allowance	(2,648,652)
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - Visiox Pharmaceuticals, Inc. [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Increase in valuation allowance	$ 2,648,652
Valuation allowance	2,648,652
Net operating losses	$ 1,014,002