Healthcare AI Acquisition (HAIAW) 10-K/A 24 Apr 24 2023 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 15, 2024	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	HEALTHCARE AI ACQUISITION CORP.
Entity Central Index Key	0001848861
Document Type	10-K/A
Amendment Flag	true
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		5,390,599
Entity Public Float			$ 6,315,050
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-41145
Entity Incorporation State Country Code	E9
Entity Tax Identification Number	98-1585450
Entity Address Address Line 1	8 The Green
Entity Address Address Line 2	Ste 15614
Entity Address City Or Town	Dover
Entity Address State Or Province	DE
Entity Address Postal Zip Code	19810
City Area Code	917
Auditor Firm Id	5041
Local Phone Number	446-0469
Entity Interactive Data Current	Yes
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO
Amendment Description	This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed on April 17, 2024 (the “Original Filing”) which was inadvertently filed without final authorization and included the wrong audit report from BF Borgers CPA PC. We are filing this Amendment No. 1 solely to include the correct Audit Report from BF Borgers CPA PC. as of December 31, 2023 (the “Audit Report”). Other than the Audit Report, there are no other changes to the Original Filing.
Class A Ordinary Share Units Member
Document Information Line Items
Security 12b Title	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	HAIAU
Security Exchange Name	NASDAQ
Class A Ordinary Share Member
Document Information Line Items
Security 12b Title	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	HAIA
Security Exchange Name	NASDAQ
Class A Ordinary Shares Warrants [Member]
Document Information Line Items
Security 12b Title	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	HAIAW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash on hand	$ 212	$ 401,275
Prepaid expenses	0	222,834
Total current assets	212	624,109
Prepaid expenses, non-current	0	0
Cash and investments held in trust account	6,588,790	223,048,887
Total assets	6,589,002	223,672,996
Liabilities and Shareholders' Equity
Accrued offering costs and expenses	241,064	28,655
Promissory Note - related Party	216,449	0
Due to related party	135,745	127,095
Total current liabilities	593,258	155,750
Warrant liability	552,035	1,314,370
Deferred liabilities	0	317,285
Deferred underwriting commisions	0	7,546,840
Total liabilities	1,145,293	9,334,245
Redeemable Ordinary Shares Class A ordinary share subject to possible redemption, 591,851 and 21,562,401 shares at redemption value of $11.13 and $10.34 as of September, December 31, 2023 and 2022, respectively	6,588,790	223,048,887
Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	524,380	0
Accumulated deficit	(1,670,000)	(8,710,675)
Total Shareholders' Deficit	(1,145,081)	(8,710,136)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	6,589,002	223,672,996
Common Class A [Member]
Shareholders' Equity:
Common stock value	539	0
Common Class B [Member]
Shareholders' Equity:
Common stock value	$ 0	$ 539

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares authorized	591,851	21,562,401
Temporary equity, redemption price per share	$ 11.13	$ 10.34
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	5,390,599	0
Common stock, shares outstanding	5,390,599	0
Common stock, shares redemption	591,851	21,562,401
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1	5,390,600
Common stock, shares outstanding	1	5,390,600

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Formation and operating costs	$ 1,168,501	$ 1,206,054
Loss from operations	(1,168,501)	(1,206,054)
Other income:
Interest income on investments held in Trust Account	4,734,543	3,112,397
Change in fair value of warrant liability	762,335	10,734,019
Change in fair value of over-allotment liability	0	155,881
Total other income	5,496,878	14,002,297
Net income	$ 4,328,377	$ 12,796,243
Common Class A [Member]
Other income:
Basic and diluted weighted average shares outstanding, Class A ordinary shares	12,714,493	21,562,401
Basic and diluted net income per ordinary share, Class A ordinary shares	$ 0.28	$ 0.49
Common Class B [Member]
Other income:
Basic and diluted weighted average shares outstanding, Class A ordinary shares	2,658,379	4,399,288
Basic and diluted net income per ordinary share, Class A ordinary shares	$ 0.28	$ 0.49

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT - USD ($)	Total	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance, shares at Dec. 31, 2021			5,750,000
Balance, amount at Dec. 31, 2021	$ (18,393,982)	$ 0	$ 575	$ 0	$ (18,394,557)
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option, shares			(359,400)
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option, amount			$ (36)		36
Re-measurement of Class A ordinary shares subject to possible redemption	(3,112,397)	0	0	0	(3,112,397)
Net income	12,796,243	0	0	0	12,796,243
Balance, amount at Dec. 31, 2022	(8,710,136)	0	$ 539	0	(8,710,675)
Balance, shares at Dec. 31, 2022			5,390,600
Re-measurement of Class A ordinary shares subject to possible redemption	(4,834,542)	0	$ 0	0	(4,834,542)
Net income	4,328,377	$ 0	$ 0	0	4,328,377
Conversion of class B shares to class A shares., shares		5,390,599	(5,390,599)
Conversion of class B shares to class A shares., amount	0	$ 539	$ (539)	0	0
Capital contribution	524,380	0	0	524,380	0
Forgiveness of deferred underwriter discount	7,546,840	0	0	0	7,546,840
Balance, amount at Dec. 31, 2023	$ (1,145,081)	$ 539	$ 0	$ 524,380	$ (1,670,000)
Balance, shares at Dec. 31, 2023		5,390,599	1

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income	$ 4,328,377	$ 12,796,243
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in trust	(4,734,543)	(3,112,397)
Change in warrant liability	(762,335)	(10,734,019)
Change in overallotment liability	0	(155,881)
Changes in operating assets and liabilities:
Prepaid assets	222,834	522,553
Accrued offering costs and expenses	212,410	(1,348,458)
Due to related party	302,194	120,000
Deferred liabilities	30,000	60,000
Net cash used in operating activities	(401,063)	(1,851,959)
Cash flows from financing activities:
Payment of promissory note to related party	0	(246,766)
Net cash used in financing activities	0	(246,766)
Net change in cash	(401,063)	(2,098,725)
Cash, beginning of the period	401,275	2,500,000
Cash, end of the period	212	401,275
Supplemental disclosure of cash flow information:
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option		36
Accretion of Class A ordinary shares subject to possible redemption	4,834,543	3,112,397
Deferred underwriting payable forgiven	7,546,840	0
Administrative service fee forgiven by related party charged to additional paid in capital	177,095	0
Deferred offering costs assumed by related party charged to additional paid in capital	347,285	0
Redemption of shares from funds held in trust account	221,294,640	0
Promissory loan from sponsor for extension	$ 100,000	$ 0

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations Healthcare AI Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 12, 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 has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 12, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering are described below. 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 on cash and cash equivalents from the proceeds derived from the initial public offering of Company’s securities (“IPO”). The registration statement for the Company’s IPO was declared effective on December 9, 2021 (the “Effective Date”). On December 14, 2021, the Company consummated the IPO of 21,562,401 units, including the issuance of 1,562,401 units as a result of the underwriters’ partial exercise of the over-allotment option (the “Units” and, with respect to the ordinary shares and warrants included in the Units being offered, the “Public Shares” and “Public Warrants,” respectively), at $10.00 per Unit, generating gross proceeds of $215,624,010, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,124,960 warrants (the “Private Placement Warrants”), (including 624,960 Private Placement Warrants in connection with the partial exercise of the underwriters’ overallotment option), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $11,124,960, which is discussed in Note 4. Transaction costs amounted to $12,926,100 consisting of $4,312,480 of underwriting discount, $7,546,840 of deferred underwriting discount and $1,066,780 of other offering costs. In addition, $2,500,000 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete an initial Business Combination successfully. Following the closing of the IPO on December 14, 2021, an amount of $219,936,490 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO , subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company provides its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially set to be $10.20 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company originally had 18 months from the closing of the IPO to consummate the initial Business Combination (the “Combination Period”). If the Company has not consummated an initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial Business Combination within the Combination Period. On June 8, 2023, the Company entered into a share purchase agreement in connection with the transfer from the Sponsor to Atticus Ale, LLC (the “New Sponsor”) of 3,184,830 Founder Shares (the “Transfer”) which Transfer closed on June 12, 2023 (the “Sponsor Handover”), on which date an amendment to the Letter Agreement was approved to allow the transfer of Class B ordinary shares of the Company, $0.0001 par value per share (“Founder Shares”) to Class A ordinary shares, on a one-for-one basis, by its initial shareholders, including the Sponsor, at any time prior to closing of business combination. On June 12, 2023, the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until June 14, 2024, on a month-to-month basis by depositing $50,000 into the Company’s trust account for each one-month extension, up to twelve (12) times (the “New Extensions”). On the same date, the Articles of Association was also amended to remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Sponsor Handover, the following agreements were executed: (i) a Joinder Agreement, dated June 12, 2023, between the Company and the New Sponsor, whereby the New Sponsor agreed to become a party to the Letter Agreement and the Registration Rights Agreement and transferring to the New Sponsor, following consummation of the Company’s initial business combination, the right to appoint three members to the board of directors; and (ii) a Warrant Exchange Agreement, dated June 12, 2023, between the Sponsor and the Company whereby upon the consummation of the initial business combination, the Placement Warrants will be exchanged for 500,000 Class A Shares. Following the Sponsor Handover, 19,824,274 shares were redeemed by public shareholders for $10.54 per share. As a result, $208,992,255 was removed from the Company’s trust account to pay such shareholders. In connection with the shareholders’ vote at the Special Meeting of Shareholders held by the Company on August 11, 2023, 1,146,276 shares were further tendered for redemption. As a result, approximately $12,302,385 (approximately $10.73 per share) was removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. Immediate following redemptions, the Company had 591,851 Class A Shares outstanding, and one Class B Share outstanding, and approximately $6,352,029 remain in the Company’s Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2023 and 2022, the Company had $212 and $401,275, respectively, in its operating bank account, and working capital (deficit) of $593,046 and $468,359, respectively. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2023 might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, any additional Working Capital Loans and promissory notes (as defined in Note 5) from the New Sponsor, certain of the Company’s new officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company originally had until June 14, 2023 to consummate a business combination. After the approval of a special resolution, the Company has the right to extend the date by which it has to complete a business combination to June 14, 2024 on a month-by-month basis by depositing into the Company’s trust account held by the Trustee the amount of $50,000 for each one-month extension. In connection with the shareholders’ vote at the Special Meeting of Shareholders held by the Company on August 11, 2023, a special resolution was approved to further extend the date by which it has to complete a business combination to December 14, 2024 with no additional payment to the trust account. It is uncertain that the Company will be able to consummate a business combination by either the date of consummation of a business combination or December 14, 2024. If a business combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU2014-15, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The Company can raise additional capital through Working Capital Loans and Promissory Notes from the New Sponsor, certain of the Company’s new officers, and directors (see Note 5), or through loans from third parties. None of the New Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. 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 its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of the action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As of the date of these financial statements, the impact of this action and related sanctions on the world economy is not determinable. While it is reasonably possible that the action could have a negative effect on the Company’s financial position, results of its operations, and cash flows, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying 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”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $212 and $401,275 in cash held in its operating account as of December 31, 2023 and 2022, respectively. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Cash and Investments Held in Trust Account At December 31, 2023 and 2022, the Company held $6,588,790 and $223,048,887 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Following the Sponsor Handover, 19,824,274 and 1,146,276 shares were redeemed by public shareholders for $10.54 and $10.73 per share, respectively. As a result, $208,992,255 and $12,302,385 was removed from the Company’s trust account to pay such shareholders on June 13, 2023 and August 11, 2023, respectively. Investments in money market funds are recognized at fair value and are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825 “Financial Instruments,” offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrant Liabilities The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the Company’s statement of operations. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares. Net (Loss) Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted (loss) income per ordinary share is the same as basic (loss) income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ 3,579,885 $ 748,492 $ 10,627,880 $ 2,618,363 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 12,714,493 2,658,379 21,562,401 4,399,288 Basic and diluted net (loss) income per ordinary share $ 0.28 $ 0.28 $ 0.49 $ 0.49 Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ equity (deficit) section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2023 and 2022, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Shareholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $12,926,100 as a result of the IPO (consisting of $4,312,480 of underwriting fees, $7,546,840 of deferred underwriting fees and $1,066,780 of other offering costs). The Company recorded $12,115,066 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $811,034 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment options that were classified as liabilities. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2023. Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. adoption of ASU 2020-06 did not have a material impact on its financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 201163-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering On December 14, 2021, the Company sold 21,562,401 Units, including 1,562,401 Units as a result of the underwriters’ partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (See Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Former Sponsor purchased an aggregate of 11,124,960 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $11,124,960 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 7). On June 12, 2023, the Company entered into an agreement whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 23, 2021, the Former Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On October 27, 2021, the Former Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration. On December 8, 2021, the Former Sponsor sold an aggregate of 100,000 Founder Shares to the Company’s independent directors for an aggregate purchase price of $300. In connection with the expiration of the overallotment option on January 24, 2022, the Former Sponsor surrendered an additional 359,400 Class B ordinary shares for no consideration. As a result, the Sponsor held 5,390,600 Class B ordinary shares. On June 8, 2023, the Company entered into a share purchase agreement in connection with the transfer from the Former Sponsor to Atticus Ale, LLC (the “New Sponsor”) of 3,184,830 Founder Shares which Transfer closed on June 12, 2023. On June 29, 2023, the Company issued an aggregate of 5,390,599 shares of its Class A ordinary shares, par value $0.0001 per share to the holders of the Company’s Class B ordinary shares upon the conversion of an equal number of Class B Shares. The Class B Shareholders include Former Sponsor, New Sponsor, and four initial shareholders. The 5,390,599 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the Conversion, there were one (1) Class B Share issued and outstanding. As a result of the conversion, the Former Sponsor and the New Sponsor each hold 30% and 45% respectively, of the Company’s outstanding Class A Shares. The Sponsors and the Company’s new directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares and Class A ordinary shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the ”Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any Founder Shares or its converted Class A shares. Promissory Note — Related Party On February 23, 2021, the Former Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 or the closing of the IPO. On April 20, 2022, the Company paid $246,766 to the Former Sponsor in full repayment of the promissory note. On June 15, 2023 and July 14, 2023, the New Sponsor loaned the Company a total of $100,000 pursuant to a non-interest bearing and unsecured promissory note amounted to $100,000 that is due upon closing of an initial Business Combination. As a result, the Company extended the time available to the Company to consummate its initial business combination from June 14, 2023 until August 14, 2023. From July 2023 to December 2023, the New Sponsor and New Sponsor’s shareholder loaned a total of $51,449 and $65,000 to the Company pursuant to a non-interest bearing and unsecured promissory note that is due upon closing of an initial Business Combination. As of December 31, 2023 and 2022, the Company had $216,449 and nil borrowings under promissory note, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans amounts but no proceeds from the Trust Account would be used for the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2023 and 2022, the Company had $135,745 and nil borrowings under the New Sponsor’s Working Capital Loans. Administrative Service Fee Commencing on December 9, 2021, the effective date of the Company’s registration statement for IPO, the Company will pay the Former Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of the date of Sponsor Handover and December 31, 2022, $177,095 and $127,095 has been accrued, respectively. Upon Sponsor Handover, the Former Sponsor waived its entitlement to the payment of administrative service fee in the amount of $177,095, which was treated as a capital contribution from former Sponsor. The New Sponsor won’t charge administrative service fee to the Company. Deferred liabilities Deferred liabilities as of the date of Sponsor Handover in the amount of $347,285, which was a deferred legal expense in relation to the proposed business combination, was transferred from the Company to the Former Sponsor upon Sponsor Handover. The transfer was treated as a capital contribution from the Former Sponsor.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares (or its converted Class A ordinary shares), Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from December 9, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments, of which 1,562,401, was exercised on December 14, 2021. On January 24, 2022, the remaining unexercised portion of the over-allotment option expired. On December 14, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,312,480. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $7,546,840 upon the completion of the Company’s initial Business Combination. On June 6, 2023, the underwriters waived their respective entitlement to the payment of deferred underwriting discount in the amount of $7,546,840. Consulting Services Agreement On September 26, 2022, the Company entered into an agreement with a vendor for investment banking services related to the initial Business Combination. Should the vendor advise on an investment that is successfully completed by the Company, the Company will facilitate for the vendor, or an affiliate, to have an option to acquire up to 121,065 Class B shares at a share price equal to $4.13 per share provided that (x) such shares shall be subject to the same vesting schedules (if any) as the other Class B shares issued by the Company and (y) the number of Class B shares to be offered to the vendor shall be reduced pro rata to any reduction in the number of Class B shares outstanding at the time of the closing of the Business Combination. Following the Sponsor Handover, the Consulting Service Agreement was terminated at the time of the Sponsor Handover. As of December 31, 2023 and 2022, the Company incurred $0 and $18,000 for the services, of which $0 and $ 6,000 has been accrued in the accompanying balance sheets, respectively.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2023
Warrant Liabilities
Warrant Liabilities	Note 7 - Warrant Liabilities The Company accounted for the 21,906,161 warrants to be issued in connection with the IPO (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant much be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Public Warrants As of December 31, 2023 and 2022, the Company had 10,781,201 Public Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary 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 Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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 the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • Upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within a 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within the 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10-trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. Private Placement Warrants The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete its initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.

Shareholders Deficit

Shareholders Deficit	12 Months Ended
	Dec. 31, 2023
Shareholders Deficit
Shareholders' Deficit	Note 8 - Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. On December 31, 2023, there were 5,390,599 Class A ordinary shares issued and outstanding, excluding 591,851 Class A ordinary shares subject to redemption. On December 31, 2022, there were no Class A ordinary shares issued or outstanding, excluding 21,562,401 shares of Class A ordinary shares subject to redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 27, 2021, the Former Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration. On December 10, 2021, the underwriters partially exercised the over-allotment option. In connection with the expiration of the overallotment option on January 24, 2022, the Former Sponsor surrendered 359,400 Class B ordinary shares for no consideration. On June 12, 2023, the Former Sponsor transferred 3,184,830 Class B ordinary shares to the New Sponsor. On June 29, 2023, the Company issued an aggregate of 5,390,599 shares of its Class A ordinary shares to the holders of the Company’s Class B ordinary shares upon the conversion of an equal number of Class B Shares. The Class B Shareholders include the Former Sponsor, the New Sponsor, and four initial shareholders. The 5,390,599 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Accordingly, as of December 31, 2023, there was one (1) Class B ordinary shares issued and outstanding, and as of December 31, 2022, there were 5,390,600 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ — $ — Total Assets $ - $ - $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 271,686 $ 271,686 $ — $ — Warrant liabilities – Private Placement Warrants $ 280,349 $ - $ 280,349 $ — Total Liabilities $ 552,035 $ 271,686 $ 280,349 $ — December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ 223,048,887 $ 223,048,887 $ — $ — Total Assets $ 223,048,887 $ 223,048,887 $ — $ — Liabilities: Warrant liabilities – Public Warrants 646,872 $ 646,872 $ — $ — Warrant liabilities – Private Placement Warrants 667,498 — 667,498 — Total Liabilities $ 1,314,370 $ 646,872 $ 667,498 $ — The Overallotment Option, Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Company used a Monte Carlo simulation model to establish the initial fair value of the Public Warrants and the Private Placement Warrants and a Black-Scholes model to value the Overallotment Option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the initial measurement date due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. As of March 30, 2022, the Company used the quoted market price as the fair value of the Public Warrants and the Public Warrants were reclassified from Level 3 to Level 1. Due to certain “make whole” provisions in the warrant agreement, the Company also used the quoted market price of the Public Warrants as the fair value of the Private Warrants as of March 30, 2022, and reclassified the Private Warrants from Level 3 to Level 2, due to the use of the quoted price of a similar liability. On January 24, 2022, the remaining unexercised Overallotment Option expired. As of December 31, 2023, the Company used the quoted market price as the fair value of the Private Warrants and the Public Warrants which are classified as Level 2 and Level 1, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies
Basis of Presentation	The accompanying 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”).
Emerging Growth Company Status	The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Cash and Cash Equivalents	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $212 and $401,275 in cash held in its operating account as of December 31, 2023 and 2022, respectively. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Cash and Investments Held in Trust Account	At December 31, 2023 and 2022, the Company held $6,588,790 and $223,048,887 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Following the Sponsor Handover, 19,824,274 and 1,146,276 shares were redeemed by public shareholders for $10.54 and $10.73 per share, respectively. As a result, $208,992,255 and $12,302,385 was removed from the Company’s trust account to pay such shareholders on June 13, 2023 and August 11, 2023, respectively. Investments in money market funds are recognized at fair value and are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Income Taxes	The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair Value of Financial Instruments	The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825 “Financial Instruments,” offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.
Warrant Liabilities	The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the Company’s statement of operations. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.
Net (Loss) Income Per Ordinary Share	The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted (loss) income per ordinary share is the same as basic (loss) income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ 3,579,885 $ 748,492 $ 10,627,880 $ 2,618,363 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 12,714,493 2,658,379 21,562,401 4,399,288 Basic and diluted net (loss) income per ordinary share $ 0.28 $ 0.28 $ 0.49 $ 0.49
Class A Shares Subject to Possible Redemption	The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ equity (deficit) section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2023 and 2022, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790
Offering Costs associated with the Initial Public Offering	The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Shareholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $12,926,100 as a result of the IPO (consisting of $4,312,480 of underwriting fees, $7,546,840 of deferred underwriting fees and $1,066,780 of other offering costs). The Company recorded $12,115,066 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $811,034 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment options that were classified as liabilities.
Stock Compensation Expense	The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2023.
Recently Issued Accounting Standards	In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. adoption of ASU 2020-06 did not have a material impact on its financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 201163-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share	For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ 3,579,885 $ 748,492 $ 10,627,880 $ 2,618,363 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 12,714,493 2,658,379 21,562,401 4,399,288 Basic and diluted net (loss) income per ordinary share $ 0.28 $ 0.28 $ 0.49 $ 0.49
Schedule of Class A Ordinary Shares Reflected on Balance Sheet Reconciled	Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements
Summary of Information About Liabilities Measured at Fair Value	December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ — $ — Total Assets $ - $ - $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 271,686 $ 271,686 $ — $ — Warrant liabilities – Private Placement Warrants $ 280,349 $ - $ 280,349 $ — Total Liabilities $ 552,035 $ 271,686 $ 280,349 $ — December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ 223,048,887 $ 223,048,887 $ — $ — Total Assets $ 223,048,887 $ 223,048,887 $ — $ — Liabilities: Warrant liabilities – Public Warrants 646,872 $ 646,872 $ — $ — Warrant liabilities – Private Placement Warrants 667,498 — 667,498 — Total Liabilities $ 1,314,370 $ 646,872 $ 667,498 $ —

Organization and Business Ope_2

Organization and Business Operations (Details Narrative) - USD ($)			12 Months Ended
	Jun. 08, 2023	Dec. 14, 2021	Dec. 31, 2023	Dec. 31, 2022	Aug. 11, 2023	Jun. 14, 2023	Jun. 13, 2023	Feb. 23, 2021
Founder Shares			1,437,500
Cash was held outside of the trust Account			$ 2,500,000			$ 50,000
Shares handed over to shareholder			19,824,274	1,146,276
Price per share			$ 10.54	$ 10.73
Amount removed from trust account					$ 12,302,385		$ 208,992,255
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account			80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50%
Share price			$ 10.20
Threshold period from closing of initial public offering the company is obligated to complete business combination			18 months
Number of business days to redeem shares upon completion of the initial Business Combination			two business days
Interest to pay dissolution expenses			$ 100,000
Amount held in operating bank accounts			212	$ 401,275
Working capital			$ 593,046	$ 468,359
IPO [Member]
Initial public offering effective date			Dec. 09, 2021
Sale of stock, number of shares issued in transaction		21,562,401	500,000
Issuance of units, result of underwriters partial exercise of over-allotment option		1,562,401
Sale of stock, price per share		$ 10
Gross proceeds from issuance initial public offering		$ 215,624,010
Transaction costs			$ 12,926,100
Underwriting discount			4,312,480
Deferred underwriting discount			7,546,840
Other offering costs			$ 1,066,780
Sale of stock, consideration received on transaction		$ 219,936,490
Share price		$ 10.20
Maturity condition in trust account			having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations
Obligation to redeem Public Shares if entity does not complete a Business Combination		100%
Threshold period from closing of initial public offering the company is obligated to complete business combination		18 months
Common Class B [Member]
Par value per share			$ 0.0001	$ 0.0001
Warrants [Member] | Private Placement [Member]
Sale of stock, number of shares issued in transaction	500,000		11,124,960
Issuance of units, result of underwriters partial exercise of over-allotment option			624,960
Gross proceeds from issuance initial public offering			$ 11,124,960
Sponsor [Member] | Common Class B [Member]
Founder Shares			1,437,500
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Founder Shares			3,184,830
Par value per share	$ 0.0001							$ 0.0001
Trust account deposite	$ 50,000
Net maximum tangible assets	$ 5,000,001
Shares handed over to shareholder	19,824,274
Price per share	$ 10.54
Amount removed from trust account	$ 208,992,255
Share price								$ 0.003

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 4,328,377	$ 12,796,243
Common Class A [Member]
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 3,579,885	$ 10,627,880
Weighted-average shares outstanding including ordinary shares subject to redemption	12,714,493	21,562,401
Basic and diluted net (loss) income per ordinary share	$ 0.28	$ 0.49
Common Class B [Member]
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 748,492	$ 2,618,363
Weighted-average shares outstanding including ordinary shares subject to redemption	2,658,379	4,399,288
Basic and diluted net (loss) income per ordinary share	$ 0.28	$ 0.49

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accretion of Class A ordinary shares subject to possible redemption	$ 4,834,543	$ 3,112,397
Common Class A [Member]
Contingently redeemable ordinary shares as of December 31, 2021		(219,936,490)
Accretion of Class A ordinary shares subject to possible redemption	4,834,543	$ 3,112,397
Less: Redemption of Class A ordinary shares	$ (221,294,640)
Contingently redeemable ordinary shares	6,588,790	223,048,887

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2023	Dec. 31, 2022	Aug. 11, 2023	Jun. 13, 2023	Jun. 12, 2023
Cash and investments held in trust account		$ 6,588,790	$ 223,048,887
Dissolution expense		100,000
Federal depository insurance coverage amount		250,000
Cash held in operating account		$ 212	$ 401,275
Purchase Of Warrants		21,906,161
Shares handed over to shareholder		19,824,274	1,146,276
Price per share		$ 10.54	$ 10.73
Amount removed from trust account				$ 12,302,385	$ 208,992,255
IPO [Member]
Sale of stock, number of shares issued in transaction	21,562,401	500,000
Purchase Of Warrants		11,124,960
Offering costs		$ 12,926,100
Underwriting discount		4,312,480
Deferred underwriting fees		7,546,840
Other offering costs		1,066,780
Offering costs in connection with public warrants, private placement warrants and over-allotment options		$ 811,034
IPO [Member] | Public Warrants [Member]
Purchase Of Warrants		10,781,201	10,781,201			11,124,960
IPO [Member] | Private Placement Warrants [Member]
Purchase Of Warrants		11,124,960
Common Class A [Member] | IPO [Member]
Offering costs as reduction of temporary equity		$ 12,115,066

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - IPO [Member] - $ / shares		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2023
Sale of stock, number of shares issued in transaction	21,562,401	500,000
Class B ordinary shares issued to initial shareholders, shares	1,562,401
Sale of stock, price per share	$ 10
Common Class A [Member]
Common stock, description		Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Dec. 31, 2023	Jun. 12, 2023	Dec. 31, 2022
Purchase Of Warrants	21,906,161
Class A Ordinary Share Member
Purchase Of Warrants		500,000
IPO [Member]
Purchase Of Warrants	11,124,960
Price per warrant	$ 1
IPO [Member] | Public Warrants [Member]
Purchase Of Warrants	10,781,201	11,124,960	10,781,201
IPO [Member] | Private Placement Warrants [Member]
Warrant aggregate purchase price	$ 11,124,960
Purchase Of Warrants	11,124,960

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		12 Months Ended
	Jun. 12, 2023	Dec. 31, 2023	Jun. 29, 2023	Jun. 08, 2023	Dec. 31, 2022	Sep. 26, 2022	Feb. 23, 2021
Price per share		$ 10.20
Percentage of deferred underwriting discount		3.50%
Founder Shares		1,437,500
Accrued sponsor fees		$ 177,095			$ 127,095
Administrative service fee forgave by related party charge to additiona paid in capital		177,095
Amount of non-interest bearing and unsecured promissory note		$ 1,500,000
Sponsor [Member] | Promissory Note [Member]
Date of maturity or expiration of arrangements with a related party		Dec. 31, 2022
Repayments of debt		$ 246,766
Promissory Note		216,449			$ 216,449
Promissory loan from sponsor for extension		100,000
Sponsor [Member] | Maximum Member | Promissory Note [Member]
Borrowings under the promissory note		300,000
Independent Directors [Member]
Aggregate purchase price		$ 300
Founder Shares [Member]
Related party transaction, description of transaction		The Sponsors and the Company’s new directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares and Class A ordinary shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the ”Lock-up”)
Founder Shares [Member] | Initial Shareholders And Independent Directors [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option		100,000
New Sponsar Shareholder Member | Maximum Member
Working capital loans convertible into warrants		500,000
Amount of new sponser loaned		$ 51,449
New Sponsar Shareholder Member | Minimum Member
Working capital loans convertible into warrants		1,500,000
Amount of new sponser loaned		$ 65,000
Working Capital Loans [Member]
Conversion price of warrant		$ 1
Deferred liabilities		$ 347,285
Common Class B [Member]
Common stock, shares issued		5,390,600			5,390,599
Common stock, shares issued		1			5,390,600
Common stock, par value		$ 0.0001			$ 0.0001
Percentage of deferred underwriting discount		45%
Common Class B [Member] | Consulting Services Agreement [Member]
Price per share						$ 4.13
Shares issued in connection with conversion			5,390,599
Par value of stocks			$ 0.0001
Percentage of deferred underwriting discount		30%
Common Class B [Member] | Sponsor [Member]
Founder Shares		1,437,500
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Shares surrendered		359,400
Common Class B [Member] | Independent Directors [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option		100,000
Founder Shares	3,184,830
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Payment stock offering cost		$ 25,000
Price per share							$ 0.003
Common stock, shares issued							7,187,500
Common stock, par value				$ 0.0001			$ 0.0001
Founder Shares		3,184,830

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		12 Months Ended
	Jun. 06, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 26, 2022
Percentage of cash underwriting cash discount		2%
Percentage of deferred underwriting discount		3.50%
Underwriter cash discount		$ 4,312,480
Deferred underwriter discount amount	$ 7,546,840	$ 7,546,840
Share price		$ 10.20
Over-Allotment Option [Member]
Description of transaction		The Company granted the underwriters a 45-day option from December 9, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments, of which 1,562,401, was exercised on December 14, 2021. On January 24, 2022, the remaining unexercised portion of the over-allotment option expired
Consulting Services Agreement [Member]
Payment for services		$ 0	$ 18,000
Consulting Services Agreement [Member] | Accounts Payable and Accrued Liabilities [Member]
Payment for services		$ 0	$ 6,000
Common Class B [Member]
Percentage of deferred underwriting discount		45%
Common Class B [Member] | Consulting Services Agreement [Member]
Percentage of deferred underwriting discount		30%
Option to acquire shares under agreement		121,065
Share price				$ 4.13

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative) - $ / shares		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2023	Jun. 12, 2023	Dec. 31, 2022
Purchase Of Warrants		21,906,161
Share price		$ 10.20
Percentage of gross proceeds on total equity proceeds		60%
Class of warrant or right, adjustment of exercise price of warrants or rights, percent, based on market value and newly issued price		115%
Class of warrant or right, adjustment of redemption price of warrants or rights, percent, based on market value and newly issued price		180%
IPO [Member]
Purchase Of Warrants		11,124,960
Sale of stock, number of shares issued in transaction	21,562,401	500,000
Share price	$ 10.20
Public Warrants [Member]
Restrictions on transfer period of time after business combination completion		30 days
Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1800 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		$ 18
Class of warrant or right redemption price of warrants or rights		$ 0.01
Class of warrant or right minimum threshold written notice period for redemption of warrants		30 days
Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1000 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		$ 10
Class of warrant or right redemption price of warrants or rights		$ 0.10
Class of warrant or right minimum threshold written notice period for redemption of warrants		30 days
Public Warrants [Member] | IPO [Member]
Purchase Of Warrants		10,781,201	11,124,960	10,781,201
Private Placement Warrants [Member] | IPO [Member]
Purchase Of Warrants		11,124,960
Private Placement Warrants 1 [Member]
Warrants		11,124,960
Sale of stock, number of shares issued in transaction		500,000
Common Class A [Member]
Conversion price of warrant		$ 11.50
Share price		9.20
Common Class A [Member] | Maximum [Member]
Share price		9.20
Common Class A [Member] | Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1800 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		18
Class of warrant or right redemption price of warrants or rights		18
Common Class A [Member] | Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1000 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		10
Class of warrant or right redemption price of warrants or rights		$ 10

Shareholders Deficit (Details N

Shareholders Deficit (Details Narrative) - $ / shares		12 Months Ended
	Jun. 12, 2023	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Founder Shares		1,437,500
Common Class A [Member]
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		5,390,599	0
Common stock, shares outstanding		5,390,599	0
Ordinary shares subject to possible redemption		591,851	21,562,401
Common Class A [Member] | IPO [Member]
Common stock, shares outstanding		5,390,599
Common Class B [Member]
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		1	5,390,600
Common stock, shares outstanding		1	5,390,600
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20%
Description of stock conversion		In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one
Common Class B [Member] | Independent Directors [Member]
Founder Shares	3,184,830
Common Class B [Member] | Sponsor [Member]
Founder Shares		1,437,500
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Shares surrendered		359,400

Fair Value Measurements Summary

Fair Value Measurements Summary of Information About Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets:
Investments held in Trust Account - money market funds	$ 0	$ 223,048,887
Total Assets	0	223,048,887
Liabilities:
Liabilities, fair value	552,035	1,314,370
Public Warrants [Member]
Liabilities:
Warrant liabilities	271,686	646,872
Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	280,349	667,498
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account - money market funds	0	223,048,887
Total Assets	0	223,048,887
Liabilities:
Liabilities, fair value	271,686	646,872
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	271,686	646,872
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Liabilities, fair value	280,349	667,498
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	$ 280,349	$ 667,498