Clover Leaf Capital (CLOE) S-4/A 26 Apr 24 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	Clover Leaf Capital Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001849058
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 162,933	$ 303,449
Prepaid expenses	122,364	104,876
Total current assets	285,297	408,325
Investments held in Trust Account	14,648,926	18,276,649
Total Assets	14,934,223	18,684,974
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Accrued costs and expenses	809,542	367,408
Income taxes payable	134,428	137,633
Excise Tax Payable	42,099
Deferred income tax		18,790
Promissory note to Related Party	3,842,015	2,767,015
Total current liabilities	4,838,084	3,290,846
Deferred underwriting commissions	4,840,931	4,840,931
Total Liabilities	9,679,015	8,131,777
Commitments and Contingencies (see Note 6)
Redeemable Common Stock:
Class A common stock subject to possible redemption, 1,251,156 and 1,627,158 Class A common stock shares at redemption value of $11.85 and $11.24 per share at December 31, 2023 and 2022, respectively	14,830,241	18,283,387
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(9,575,460)	(7,730,617)
Total Stockholders’ Deficit	(9,575,033)	(7,730,190)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	14,934,223	18,684,974
Class A Common Stock
Stockholders’ Deficit:
Common stock value	427	81
Class B Common Stock
Stockholders’ Deficit:
Common stock value		346
Related Party
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Due to related party	$ 10,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock redemption shares	1,251,156	1,627,158
Common stock redemption per share (in Dollars per share)	$ 11.85	$ 11.24
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,271,711	813,905
Common stock, shares outstanding	4,271,711	813,905
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1	3,457,807
Common stock, shares outstanding	1	3,457,807

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Formation and operating costs	$ 1,586,541	$ 1,291,228
Loss from operations	(1,586,541)	(1,291,228)
Other income:
Recovery of previously incurred costs		341,684
Interest earned on investments held in Trust Account	737,057	1,195,135
Interest earned on cash held in bank	116	69
Total other income	737,173	1,536,888
(Loss) Income before provision for income taxes	(849,368)	245,660
Provision for income taxes	(196,591)	(185,423)
Net (loss) income	$ (1,045,959)	$ 60,237
Redeemable Class A Common Stock
Other income:
Basic weighted average non-redeemable Class A and Class B common stock outstanding (in Shares)	1,457,184	12,204,321
Basic net (loss) income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ (0.18)	$ 0
Non-redeemable Class A and Class B Common Stock
Other income:
Basic weighted average non-redeemable Class A and Class B common stock outstanding (in Shares)	4,271,712	3,457,807
Basic net (loss) income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ (0.18)	$ 0

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Class A Common Stock
Diluted weighted average outstanding	1,457,184	12,204,321
Diluted net (loss) income per share	$ (0.18)	$ 0
Non-redeemable Class A and Class B Common Stock
Diluted weighted average outstanding	4,271,712	3,457,807
Diluted net (loss) income per share	$ (0.18)	$ 0

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 81	$ 346		$ (4,307,272)	$ (4,306,845)
Balance (in Shares) at Dec. 31, 2021	813,905	3,457,807
Accretion of Class A ordinary shares to redemption amount				(3,483,582)	(3,483,582)
Net (Income) loss				60,237	60,237
Balance at Dec. 31, 2022	$ 81	$ 346		(7,730,617)	(7,730,190)
Balance (in Shares) at Dec. 31, 2022	813,905	3,457,807
Conversion of Class B ordinary shares in Class A ordinary shares	$ 346	$ (346)
Conversion of Class B ordinary shares in Class A ordinary shares (in Shares)	3,457,806	(3,457,806)
Excise tax liability on share redemptions				(42,099)	(42,099)
Accretion of Class A ordinary shares to redemption amount				(756,785)	(756,785)
Net (Income) loss				(1,045,959)	(1,045,959)
Balance at Dec. 31, 2023	$ 427			$ (9,575,460)	$ (9,575,033)
Balance (in Shares) at Dec. 31, 2023	4,271,711	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 (loss) income	$ (1,045,959)	$ 60,237
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest and dividends earned on investment in Trust	(737,173)	(1,195,135)
Amortization of prepaid expenses		46,557
Changes in operating assets and liabilities:
Accrued costs and expenses	442,135	(75,156)
Prepaid expenses	(17,488)	130,175
Due to related party	10,000	(2,903)
Income taxes payable	(3,205)	137,633
Deferred income tax	(18,790)	18,790
Net cash used in operating activities	(1,370,480)	(879,802)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(360,000)	(2,767,015)
Disposal of trust assets for redemptions	4,209,931	125,587,180
Withdrawal of trust funds to pay taxes	514,964	502,949
Net cash provided by Investing Activities	4,364,895	123,323,114
Cash Flows from Financing Activities:
Proceeds from sale of common stocks to initial stockholders	(4,209,931)	(125,587,180)
Proceeds from issuance of promissory note to related party	1,075,000	2,767,015
Net cash used in financing activities	(3,134,931)	(122,820,165)
Net change in cash	(140,516)	(376,853)
Cash, beginning of the period	303,449	680,302
Cash, end of the period	162,933	303,449
Supplemental disclosure of cash flow information:
Recognition of liability for excise tax on redemptions	42,099
Class A share accretion to redemption value in excess of purchase price	$ 756,785	$ 3,483,582

Organization, Business Operatio

Organization, Business Operation and Going Concern	12 Months Ended
	Dec. 31, 2023
Organization, Business Operation and Going Concern [Abstract]
Organization, Business Operation and Going Concern	Note 1 — Organization, Business Operation and Going Concern Clover Leaf Capital Corp. (the “Company”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue the initial Business Combination target in any industry or geographic location. The Company intended to focus its search for a target business engaged in the cannabis industry. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”) and the Company’s efforts to pursue an initial Business Combination 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 The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”). The Registration Statement for the Company’s IPO (the “IPO Registration Statement”) was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its IPO of 13,831,230 units (the “Units” and, with respect to the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”) included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3 (“The Initial Public Offering”), and the sale of 675,593 Units which is discussed in Note 4 (“The Private Placement”), at a price of $10.00 per private placement unit (“Private Placement Units”), in a private placement (the “Private Placement”) to the Sponsor and Maxim Group LLC (the “Representative”), the representative of the underwriters, that closed simultaneously with the IPO. On July 22, 2021, the underwriters partially exercised their over -allotment Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of the fair value of the 138,312 Class A Common Stock issued to the Representative and/or its designees upon the consummation of the IPO (“Representative Shares”), and $571,826 of other cash offering costs. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an initial Business Combination. However, the Company will only complete an initial Business Combination if the post -initial Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold -7 vote to amend the Company’s Amended and Restated Certificate of Incorporation, as amended and currently in effect (the “Amended and Restated Charter”) (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the applicable period or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder 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 it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per -share The shares of Class A Common Stock and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an initial Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the initial Business Combination. The Company will have only until July 22, 2024 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s Amended and Restated Charter and the Investment Management Trust Agreement, dated July 19, 2021 entered into between the Company and Continental, as trustee of the Trust Account, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account for each additional three -month -month -interest On July 18, 2022, the Company issued a promissory note (the “July 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the extension of the Combination Period from July 22, 2022 to October 22, 2022 (the “July 2022 Extension”). On October 19, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”). At the 2022 Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”) (the “October 2022 Extension”). In connection with the 2022 Special Meeting, stockholders holding 12,204,072 On July 19, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company’s stockholders approved an amendment (the “2023 Extension Amendment”) to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s Board (the “2023 Extension”). On July 20, 2023, the Company filed the 2023 Extension Amendment with the Secretary of State of the State of Delaware. In connection with the 2023 Special Meeting, stockholders holding 376,002 In connection with the 2023 Extension, the Company will cause up to $360,000 to be deposited into the Trust Account in installments of $60,000 per month, which equates to approximately $0.048 per remaining Public Share, for each calendar month or portion thereof (commencing on July 22, 2023 and on the 22 nd On August 31, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”). The notification received has no immediate effect on the Company’s Nasdaq listing. On October 16, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, in response to such compliance plan, the Staff granted the Company an extension of time to regain compliance with the Minimum Public Holders Requirement. Pursuant to the extension, on or before February 27, 2024, the Company must have filed with Nasdaq documentation that demonstrated that the Company’s Common Stock has a minimum of 300 public holders. On February 27, 2024, the Company was not able to demonstrate compliance with the Minimum Public Holders Requirement, and as such, on March 1, 2024, the Company received a notice from the Staff of Nasdaq (the “Delisting Notice”) informing the Company that its securities may be subject to suspension and delisting pending the outcome of a hearing before the Nasdaq Hearings Panel (the “Panel”), which the Company requested on March 8, 2024. On October 4, 2023, the Company issued a press release announcing that the Company had submitted to EDGAR, the SEC’s online portal, a Registration Statement on Form S -4 If the Company has not completed the 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 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares (as defined below) (see Note 5), Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Company’s Amended and Restated Charter (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (b) with respect to any other provision relating to stockholders’ rights or pre -initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on July 19, 2021, and through December 31, 2023, the Company withdrew $1,017,913 from the Trust Account to pay its liabilities related to the federal and Floria state and Delaware franchise taxes. Through December 31, 2023, the Company remitted $777,312 to the respective tax authorities. Additionally, as of December 31, 2023, the Company had accrued but unpaid income tax liability of $134,428 and was in a credit position of $75,143 for Delaware franchise tax, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $181,316. As of December 31, 2023, the Company had $162,933 in its operating account and inadvertently used $77,668 of the funds withdrawn from the Trust Account for payment of taxes for payment of other operating expenses not related to taxes. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. Going Concern As of December 31, 2023 and 2022, the Company had $162,933 and $303,449 in cash, respectively, and working capital deficit of $4,493,502 and $2,882,521 (net of Delaware franchise and income taxes), respectively. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). On July 24, 2023, the Company issued a promissory note (the “2023 Working Capital Note”) in the principal amount of up to $300,000 to the Sponsor. The 2023 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest At various dates in the fourth quarter of 2023, the Sponsor advanced to the Company $415,000 for the Company’s working capital needs. On January 22, 2024, the Company issued the a promissory note (the “2024 Working Capital Note”) in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). $715,000 and $0 were outstanding under Working Capital Loans as of December 31, 2023, and 2022, respectively. Until the consummation of an initial Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the initial Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) Topic 2014 -15 Merger Agreement On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly -owned Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom Entertainment (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Merger Transactions”), with Kustom Entertainment continuing as the surviving corporation in the Merger and a wholly -owned The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Kustom Entertainment Stockholder as of immediately prior to the Effective Time will be an amount equal to (the “Merger Consideration”) (i) $125 million, minus (ii) the estimated consolidated indebtedness of Kustom Entertainment as of the Closing (“Closing Indebtedness”). The Merger Consideration to be paid to the Kustom Entertainment Stockholder will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $11.14 per share. The Closing Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post -Closing -up Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial Business Combination, a vote by the stockholders of the Company to extend the period of time to complete the initial Business Combination (“Extension Vote”) or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an initial Business Combination, Extension Vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial Business Combination, extension or otherwise, (ii) the structure of an initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial Business Combination (or otherwise issued not in connection with an initial Business Combination but issued within the same taxable year of an initial Business Combination), and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an initial Business Combination and in the Company’s ability to complete an initial Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of these financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account As of December 31, 2023 and 2022, the Company had $14,648,926 and $18,276,649 in investments held in the Trust Account, respectively. As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest -bearing Prior to the current reporting period, the Company classified its Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and Management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -redeemable Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Charter. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480 -10-S99 -20 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A Common Stock subject to possible redemption resulted in charges against additional paid -in As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241 Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding during the period. The Company has two classes of shares, redeemable Common Stock and non -redeemable -redeemable -class -redeemable -redeemable The calculation of diluted (loss) income per share of Common Stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 2020 -06 -20 -40 -06 -06 -linked -06 In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On July 22, 2021, the Company consummated its IPO of 13,831,230 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $138,312,300. This included 1,331,230 Units due to a partial over -allotment -allotment -eighth The Company paid an underwriting fee at the closing of the IPO of $2,766,246. An additional fee of $4,840,931 was deferred and will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 571,859 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,718,590 in the aggregate) and the Representative purchased an aggregate of 103,734 Private Placement Units at a price of $10.00 per Private Placement Unit ($1,037,340 in the aggregate) in a Private Placement. Each Private Placement Unit is identical to the Units offered in the IPO except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until after the completion of the initial Business Combination except to permitted transferees. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, Private Placement Shares or the Private Placement Rights, which will expire worthless if the Company does not consummate an initial Business Combination within the Combination Period.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 in consideration for 3,593,750 -allotment -allotment -allotment On April 8, 2021, the Sponsor transferred a membership interest (the “Interest”) to three of the Company’s officers and the three independent directors of 75,000 Founder Shares. The Interest relates solely to the number of Founder Shares laid out in the Company’s officers’ and independent directors’ respective agreements. The transferred shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, any of the grantees ceases to remain in their role, either voluntarily or for a cause (a “Separation Event”), 100% of the shares granted will be automatically and immediately transferred back to the Sponsor upon such Separation Event. Since the stock grants to both directors and to the officers contain the performance condition of consummating an initial Business Combination, the Company has determined the appropriate accounting treatment is to defer recognition of the compensation costs until the consummation of an initial Business Combination in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” The Company’s Sponsor and any other holders of Founder Shares (or their permitted transferees) prior to our IPO (“Initial Stockholders”), including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six months after the completion of the initial Business Combination; and (ii) subsequent to the initial Business Combination (a) if the closing price of the shares of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -Up On July 20, 2023, the Company issued an aggregate of 3,457,806 Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO, under a promissory note. These loans are non -interest On July 18, 2022, the Company issued the July 2022 Extension Note in the principal amount of $1,383,123 to the Sponsor in connection with the July 2022 Extension. The July 2022 Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before October 22, 2022 or such liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, up to $1,383,123 of the unpaid principal amount of the July 2022 Extension Note may be converted into Units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (i) the portion of the principal amount of the July 2022 Extension Note being converted divided by (ii) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of Conversion Units. The conversion feature included in the July 2022 Extension Note is closely related to the debt instrument itself and is not bifurcated from the host instrument. As a result, all debt proceeds received have been allocated to debt liability. As of December 31, 2023, and 2022, there was $1,383,892 outstanding under the July 2022 Extension Note. On October 19, 2022, in connection with the October 2022 Extension, the Company issued a further promissory note (the “October 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor pursuant to which the Sponsor loaned to the Company $1,383,123 to deposit into the Company’s Trust Account for each share of the Company’s Class A Common Stock that was not redeemed in connection with the October 2022 Extension. The October 2022 Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s initial Business Combination, or (ii) the date of the liquidation of the Company. As of December 31, 2023, and 2022, there was $1,383,123 outstanding under the October 2022 Extension Note. On July 21, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into Trust Account for the Company’s Class A Common Stock, held by the Company’s public stockholders that were not redeemed in connection with the 2023 Extension Amendment. On July 21, 2023, the Company deposited $60,000 into the Trust Account, with such amount being treated as the first draw under the 2023 Extension Note, and the Company will continue to deposit $60,000 into the Trust Account for each additional calendar month (promptly following the 22 nd On July 21, 2023, the Company issued the 2023 Working Capital Note in the principal amount of up to $300,000 to the Sponsor. The 2023 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest At various dates in the fourth quarter of 2023, the Sponsor advanced to the Company $415,000 for the working capital needs. On January 22, 2024, the Company issued the 2024 Working Capital Note in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 such loaned amounts, but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement -equivalent Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor for office space, secretarial, and administrative services provided to members of the Management Team, in the amount of $10,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and securities that may be issued upon conversion of Working Capital Loans and extension loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short -form Underwriting Agreement The Company granted the underwriters a 30 -day -allotments -allotment -allotment The Company agreed to pay or reimburse the underwriters for travel, lodging, and other “road show” expenses, expenses of the underwriters’ legal counsel, and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the Representative, transaction Lucite cubes, or similar commemorative items in a style as reasonably requested by the Representative, and reimbursement for background checks on the Company’s directors and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. The Representative’s Common Stock The Company agreed to issue to the Representative and/or its designees, 125,000 -allotment -allotment The shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a Lock -Up Right of First Refusal Subject to certain conditions, the Company will grant the Representative, for a period beginning on the closing of the IPO and ending 15 months after the date of the consummation of the initial Business Combination, a right of first refusal to act as lead left book -running -handed Rule 5110(f)(2)(E)(i)

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2023
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock -converted The Company’s Initial Stockholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (i) six months after the date of the consummation of the initial Business Combination and (ii) subsequent to the initial Business Combination (a) if the closing price of the Company’s shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30 -trading Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one -for-one -linked -converted -linked Rights Each holder of a Right will receive one -eighth If the Company is unable to complete an initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds with respect to any of their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and all Rights will expire worthless.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
Income Tax	Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs 748,482 334,531 Total deferred tax asset 748,482 334,531 Deferred tax liability Unrealized gain/loss — (18,790 ) Valuation allowance (748,482 ) (334,531 ) Deferred tax asset (liability), net of allowance $ — $ (18,790 ) The income tax provision consists of the following: December 31, December 31, Federal Current $ 177,066 $ 138,094 Deferred (322,849 ) (86,506 ) State Current 38,315 28,540 Deferred (109,934 ) (30,765 ) Change in valuation allowance 413,993 136,060 Income tax provision $ 196,591 $ 185,423 The Company’s federal and state net operating loss carryforwards as of December 31, 2023 and 2022 amounted to $0 and $0, respectively, and will be carried forward indefinitely and are available to offset future taxable income in the respective tax jurisdictions. In assessing the realization of the deferred tax assets, Management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $413,993. For the year ended December 31, 2022, the change in the valuation allowance was $136,060. Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.34 % 4.30 % Prior year true-up 0.25 % (5.23 )% Change in valuation allowance (48.74 )% 55.41 % Income tax provision (23.15 )% 75.48 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Florida and is subject to examination by the various taxing authorities, since inception.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than that identified below, that would have required adjustment or disclosure in the financial statements. Extension of the Combination Period On January 17, 2024, the Company held a special meeting of stockholders (the “2024 Special Meeting”). At the 2024 Special Meeting, the Company’s stockholders approved an amendment (the “2024 Extension Amendment”) to the Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from January 22, 2024 to July 22, 2024, or such earlier date as determined by the Company’s Board (the “2024 Extension”). In connection with the 2024 Special Meeting, Public Stockholders holding 202,360 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $2,374,149 (approximately $11.73 per share) will be removed from the Trust Account to pay such holders. Following the approval and implementation of the Extension Amendment, on January 22, 2024, the Company issued a promissory note (the “2024 Extension Note”) in the aggregate principal amount of up to $360,000 the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into the Company’s Trust Account for each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. On January 22, 2024, the Company deposited $60,000 into the Trust Account, and the Company will continue to deposit $60,000 into the Trust Account for each additional calendar month (promptly following the 22 nd On January 22, 2024, the Company issued the 2024 Working Capital Note in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with up to $1,000,000 of advances the Sponsor has made or may make in the future to the Company for working capital expenses. The loan is non -interest Nasdaq Compliance — Minimum Public Holders Requirement and Annual Meeting Requirement On August 31, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying us that the Company is no longer meet the Minimum Public Holders Requirement. The notification received has no immediate effect on our Nasdaq listing. On October 16, 2023, we submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, in response to such compliance plan, the Staff granted us an extension of time to regain compliance with the Minimum Public Holders Requirement. Pursuant to the extension, on or before February 27, 2024, the Company must have filed with Nasdaq documentation that demonstrated that our Common Stock has a minimum of 300 public holders. On January 23, 2024, the Company received a deficiency notice from the Staff of Nasdaq notifying the Company that it is not in compliance with the requirement pursuant to Nasdaq Listing Rule 5620(a) that companies listed on Nasdaq hold an annual meeting of shareholders within twelve months of their fiscal year end (the “Annual Meeting Requirement”) because it did not hold an annual meeting of stockholders within twelve months of our fiscal year ended December 31, 2022. The notification received had no immediate effect on our Nasdaq listing. In accordance with Nasdaq rules, the Company had 45 calendar days, or until March 8, 2024, to submit a plan to regain compliance with the Annual Meeting Requirement. On February 27, 2024, the Company was not able to demonstrate compliance with the Minimum Public Holders Requirement, and as such, on March 1, 2024, we received a notice (the “Delisting Notice”) from the Staff of Nasdaq informing us that our securities may be subject to suspension and delisting pending the outcome of a hearing before the Panel. Because the Staff of Nasdaq issued the Delisting Notice to us on March 1, 2024, the Company chose to forego submitting a plan of compliance to Nasdaq related to the Annual Meeting Requirement. Because we were unable to demonstrate compliance with the Minimum Public Holders Requirement and did not submit to Nasdaq a plan of compliance related to the Annual Meeting Requirement, our securities may be subject to suspension and delisting pending the outcome of a hearing before the Panel, which we requested on March 8, 2024. Indemnification Agreement with Kustom Entertainment and Digital Ally On February 1, 2024, we entered in an indemnification agreement with Kustom Entertainment and the Kustom Entertainment Stockholder, pursuant to which, Kustom Entertainment and Kustom Entertainment Stockholder agreed to indemnify us and our officers and directors for liabilities incurred in connection with Kustom Entertainment Stockholder disclosure incorporated by reference into the Kustom Entertainment Registration Statement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Emerging Growth Company Status	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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates The preparation of these financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2023 and 2022, the Company had $14,648,926 and $18,276,649 in investments held in the Trust Account, respectively. As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest -bearing Prior to the current reporting period, the Company classified its Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and Management believes the Company is not exposed to significant risks on such accounts.
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -redeemable
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • •
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Charter. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480 -10-S99 -20 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A Common Stock subject to possible redemption resulted in charges against additional paid -in As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241
Net (Loss) Income Per Common Stock	Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding during the period. The Company has two classes of shares, redeemable Common Stock and non -redeemable -redeemable -class -redeemable -redeemable The calculation of diluted (loss) income per share of Common Stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 2020 -06 -20 -40 -06 -06 -linked -06 In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Fair Value of Held to Maturity Securities	The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866
Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled	As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241
Schedule of Basic and Diluted Loss Per Common Share	The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs 748,482 334,531 Total deferred tax asset 748,482 334,531 Deferred tax liability Unrealized gain/loss — (18,790 ) Valuation allowance (748,482 ) (334,531 ) Deferred tax asset (liability), net of allowance $ — $ (18,790 )
Schedule of Income Tax Provision	The income tax provision consists of the following: December 31, December 31, Federal Current $ 177,066 $ 138,094 Deferred (322,849 ) (86,506 ) State Current 38,315 28,540 Deferred (109,934 ) (30,765 ) Change in valuation allowance 413,993 136,060 Income tax provision $ 196,591 $ 185,423
Schedule of Effective Tax Rate	Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.34 % 4.30 % Prior year true-up 0.25 % (5.23 )% Change in valuation allowance (48.74 )% 55.41 % Income tax provision (23.15 )% 75.48 %

Organization, Business Operat_2

Organization, Business Operation and Going Concern (Details) - USD ($)			1 Months Ended		12 Months Ended			29 Months Ended
	Oct. 19, 2022	Jul. 22, 2021	Jan. 22, 2024	Aug. 16, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Mar. 21, 2024	Jul. 24, 2023	Jul. 21, 2023	Jul. 18, 2022
Organization, Business Operation and Going Concern [Line Items]
Price per unit (in Dollars per share)	$ 10.29				$ 11.73			$ 11.73
Transaction costs					$ 9,562,126
Underwriting commissions					2,766,246
Deferred underwriting commissions					4,840,931
Fair value of representative shares					1,383,123
Other cash offering costs					$ 571,826
Percentage of outstanding voting rights					50%
Proceeds from initial public offerings		$ 138,312,300					$ 138,312,300
Sale of price per unit (in Dollars per share)					$ 10			10
Percentage of obligation to redeem public share					100%
Condition for future business combination threshold net tangible assets					$ 5,000,001
Payments for investment of cash in trust account					$ 1,383,123
Per share (in Dollars per share)					$ 11.14			$ 11.14
Principal amount												$ 1,383,123
Proceeds from sale of trust assets	$ 125,587,180.34
Cash held in trust account					$ 4,209,931.03
Trust account					14,008,650.13
Deposited into the Trust Account					360,000			$ 360,000
Installment payments					60,000
Aggregate deposit held in trust account											$ 60,000
Deposited in trust account					360,000			360,000
Interest to pay dissolution expenses					$ 100,000
Trust account per share (in Dollars per share)					$ 10.15
Payment to trust account								1,017,913
Remitted tax authority					$ 777,312			777,312
Income tax liability								134,428
Franchise tax								75,143
Government authorities								181,316
Operating account					162,933
Withdraw fee from turst account					77,668
Cash amount					162,933	$ 303,449		162,933
Working capital deficit					4,493,502	2,882,521
Principal amount			$ 1,000,000							$ 300,000
Working capital loans outstanding					715,000	$ 0		$ 715,000
Consideration amount					$ 125,000,000
Tax percentage				1%
Inflation Reduction Act of 2022 [Member]
Organization, Business Operation and Going Concern [Line Items]
Tax percentage				1%
Minimum [Member]
Organization, Business Operation and Going Concern [Line Items]
Sale of price per unit (in Dollars per share)					$ 0.048			$ 0.048
IPO [Member]
Organization, Business Operation and Going Concern [Line Items]
Units issued during period shares new issues (in Shares)		13,831,230			1,875,000
Price per unit (in Dollars per share)		$ 10
Stock option exercised, shares (in Shares)	12,204,072
Proceeds from initial public offerings		$ 140,386,985
Sale of price per unit (in Dollars per share)		$ 10.15
Sponsor payment					$ 25,000			$ 25,000
Public Shares [Member]
Organization, Business Operation and Going Concern [Line Items]
Price per unit (in Dollars per share)		10
Percentage of obligation to redeem public share					100%
Private Placement [Member]
Organization, Business Operation and Going Concern [Line Items]
Price per unit (in Dollars per share)		$ 10
Number of unit sold (in Shares)		675,593
Over-Allotment Option [Member]
Organization, Business Operation and Going Concern [Line Items]
Units issued during period shares new issues (in Shares)		1,875,000
Stock option exercised, shares (in Shares)		1,331,230
Stock issued during period shares (in Shares)					143,750
Class A Common Stock [Member]
Organization, Business Operation and Going Concern [Line Items]
Units issued during period shares new issues (in Shares)					13,831,230
Price per unit (in Dollars per share)					$ 11.2			$ 11.2
Representative shares (in Shares)					138,312
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001		0.0001
Stock issued during period shares (in Shares)					376,002
Class A Common Stock [Member] | IPO [Member]
Organization, Business Operation and Going Concern [Line Items]
Price per unit (in Dollars per share)		$ 0.0001
Class B Common Stock [Member]
Organization, Business Operation and Going Concern [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001		$ 0.0001
Subsequent Event [Member]
Organization, Business Operation and Going Concern [Line Items]
Aggregate deposit held in trust account			60,000						$ 180,000
Sponsor payment			1,000,000
Issuance of principal amount			$ 1,000,000
Subsequent Event [Member] | Class A Common Stock [Member]
Organization, Business Operation and Going Concern [Line Items]
Price per unit (in Dollars per share)			$ 2,024
Aggregate deposit held in trust account			$ 360,000
Founder Shares [Member]
Organization, Business Operation and Going Concern [Line Items]
Sponsor payment					$ 300,000			$ 300,000
Sponsor [Member]
Organization, Business Operation and Going Concern [Line Items]
Sale of price per unit (in Dollars per share)					$ 10.15			$ 10.15
Principal amount					$ 415,000			$ 415,000			$ 300,000
Advance from sponsor					$ 415,000			$ 415,000
Sponsor [Member] | Private Placement [Member]
Organization, Business Operation and Going Concern [Line Items]
Units issued during period shares new issues (in Shares)					571,859
Price per unit (in Dollars per share)					$ 10			$ 10
Business Combination [Member]
Organization, Business Operation and Going Concern [Line Items]
Minimum percentage of voting interests to be acquired in business combination.					80%
Per share (in Dollars per share)					$ 0.1			$ 0.1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 162,933	$ 303,449
Investments held in the trust account	14,648,926	$ 18,276,649
Federal depository insurance coverage	250,000
Offering costs	$ 9,562,126
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Units issued during period shares (in Shares)	13,831,230

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Held to Maturity Securities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Marketable Securities [Line Items]
Carrying Value	$ 14,648,926	$ 18,276,649
Gross Unrealized Gains
Gross Unrealized Losses		217
Fair Value	14,648,926	18,276,866
Money Market Funds [Member]
Marketable Securities [Line Items]
Carrying Value	14,648,926
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	$ 14,648,926
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value		18,276,649
Gross Unrealized Gains
Gross Unrealized Losses		217
Fair Value		$ 18,276,866

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled - USD ($)		12 Months Ended
	Jul. 22, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled [Abstract]
Gross Proceeds	$ 138,312,300			$ 138,312,300
Proceeds allocated to equity rights				(760,718)
Less:
Issuance costs related to Class A common stock subject to possible redemption				(9,509,534)
Plus:
Remeasurement of carrying value to redemption value		$ 756,785	$ 3,483,582	12,344,937
Contingently redeemable Class A common stock subject to possible redemption		14,830,241	$ 18,283,387	140,386,985
Less:
Redemptions of Class A common stock		$ (4,209,931)		$ (125,587,180)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Member]
Numerator:
Net (loss) income	$ (266,047)	$ 46,938
Denominator:
Weighted Average non-redeemable Class A and Class B common stock, basic	1,457,184	12,204,321
Basic net (loss) income per share, non-redeemable Class A and Class B common stock	$ (0.18)	$ 0
Non-redeemable Common Stock [Member]
Numerator:
Net (loss) income	$ (779,912)	$ 13,299
Denominator:
Weighted Average non-redeemable Class A and Class B common stock, basic	4,271,712	3,457,807
Basic net (loss) income per share, non-redeemable Class A and Class B common stock	$ (0.18)	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items]
Weighted Average common stock, diluted	1,457,184	12,204,321
Diluted net income (loss) per share, common stock	$ (0.18)	$ 0
Non-redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items]
Weighted Average common stock, diluted	4,271,712	3,457,807
Diluted net income (loss) per share, common stock	$ (0.18)	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			12 Months Ended
	Oct. 19, 2022	Jul. 22, 2021	Dec. 31, 2023	Dec. 31, 2021
Initial Public Offering [Line Items]
Purchase price share	$ 10.29		$ 11.73
Proceeds from initial public offering		$ 138,312,300		$ 138,312,300
Number of shares issued per unit		1
Additional fee			$ 4,840,931
IPO [Member]
Initial Public Offering [Line Items]
Units issued during period shares		13,831,230	1,875,000
Purchase price share		$ 10
Proceeds from initial public offering		$ 140,386,985
Over-allotment exercised	12,204,072
Underwriting fee			$ 2,766,246
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Units issued during period shares		1,875,000
Over-allotment exercised		1,331,230
Underwriting fee			$ 125,000

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Sponsor [Member]
Private Placement [Line Items]
Units issued during period shares | shares	571,859
Sale of stock price per share | $ / shares	$ 10
Unit issued during period value new issues | $	$ 5,718,590
Maxim [Member]
Private Placement [Line Items]
Units issued during period shares | shares	103,734
Sale of stock price per share | $ / shares	$ 10
Unit issued during period value new issues | $	$ 1,037,340

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

12 Months Ended

Jul. 20, 2023

Apr. 08, 2021

Mar. 31, 2021

Mar. 04, 2021

Oct. 19, 2022

Dec. 31, 2023

Dec. 31, 2022

Jan. 22, 2024

Jul. 24, 2023

Jul. 21, 2023

Jul. 18, 2022

Jul. 28, 2021

Jul. 22, 2021

Related Party Transactions [Line Items]

Aggregate purchase price

$ 4,209,931.03

Outstanding shares percentage

20%

Percentage of shares transferred or membership interest

100%

Stock price trigger per share (in Dollars per share)

$ 12

Loan amount

$ 300,000

Loan of principal amount

$ 1,383,123

Unpaid principal amount

1,383,123

Promissory note outstanding amount

$ 1,383,892

$ 1,383,892

Principal amount

$ 1,000,000

$ 300,000

Payments or cash deposited in trust account

$ 1,383,123

Deposit into trust account

360,000

$ 60,000

Maximum borrowing capacity of related party loans

$ 1,500,000

Maximum borrowing capacity of related party loans per share (in Dollars per share)

$ 10

Working capital loans share issued (in Shares)

150,000

Loan conversion agreement

$ 1,500,000

Working capital loans

$ 715,000

$ 0

First Extension Note [Member]

Related Party Transactions [Line Items]

Loan of principal amount

$ 1,383,123

Conversion price (in Dollars per share)

$ 10

Notes Payable, Other Payables [Member]

Related Party Transactions [Line Items]

Principal amount

$ 1,383,123

Third Extension Note [Member]

Related Party Transactions [Line Items]

Loan of principal amount

360,000

Over-Allotment Option [Member]

Related Party Transactions [Line Items]

Number of shares issued (in Shares)

143,750

Founder shares were subject to forfeiture (in Shares)

468,750

3,457,807

Purchased an additional shares (in Shares)

1,331,230

Purchased full option of additional shares (in Shares)

1,875,000

Deposit Account [Member]

Related Party Transactions [Line Items]

Deposit into trust account

60,000

Common Class B [Member]

Related Party Transactions [Line Items]

Common stock shares issued (in Shares)

1

3,457,807

Common stock shares outstanding (in Shares)

1

3,457,807

Common Class A [Member]

Related Party Transactions [Line Items]

Number of shares issued (in Shares)

376,002

Stock issued during period shares for conversion (in Shares)

3,457,806

Common stock shares issued (in Shares)

4,271,711

813,905

Common stock shares outstanding (in Shares)

4,271,711

813,905

Conversion percentage

73%

Initial Business Combination [Member]

Related Party Transactions [Line Items]

Working capital

$ 300,000

Sponsor [Member]

Related Party Transactions [Line Items]

Principal amount

415,000

300,000

Related Party [Member]

Related Party Transactions [Line Items]

Due to related party

$ 10,000

$ 0

Founder Shares [Member]

Related Party Transactions [Line Items]

Number of shares issued (in Shares)

75,000

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

Related Party Transactions [Line Items]

Common stock shares issued (in Shares)

1

Common stock shares outstanding (in Shares)

1

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

Related Party Transactions [Line Items]

Stock price trigger per share (in Dollars per share)

$ 12

Common stock shares issued (in Shares)

5,522,867

Common stock shares outstanding (in Shares)

5,522,867

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

Related Party Transactions [Line Items]

Aggregate purchase price

$ 25,000

Number of shares issued (in Shares)

3,593,750

Sponsor [Member]

Related Party Transactions [Line Items]

Deposit into trust account

$ 360,000

Sponsor [Member] | Common Class A [Member]

Related Party Transactions [Line Items]

Stock issued during period shares for conversion (in Shares)

3,457,806

First Extension Note [Member]

Related Party Transactions [Line Items]

Promissory note outstanding amount

$ 1,383,123

1,383,123

Administrative Support Agreement [Member]

Related Party Transactions [Line Items]

Expenses per month

10,000

Expenses incurred and paid

$ 120,000

$ 120,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Jul. 22, 2021	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Deferred underwriting discount percentage		3.50%
Sale stock price per share (in Dollars per share)		$ 10
Underwriter least percentage		75%
Public and private equity percentage		50%
IPO [Member]
Commitments and Contingencies [Line Items]
Additional Units issued	13,831,230	1,875,000
Underwriting expense (in Dollars)		$ 2,766,246
Sale stock price per share (in Dollars per share)	$ 10.15
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Additional Units issued	1,875,000
Additional Units issued	1,331,230
Underwriting expense (in Dollars)		$ 125,000
Common stock issued		143,750
Representative shares	138,312
Maxim [Member]
Commitments and Contingencies [Line Items]
Common stock issued		125,000
Maxim [Member] | IPO [Member]
Commitments and Contingencies [Line Items]
Sale stock price per share (in Dollars per share)	$ 10

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Exceeds per share (in Dollars per share)	$ 12
Common stock, conversion basis	20%
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock voting rights	one
Common stock, shares issued	4,271,711	813,905
Common stock, shares outstanding	4,271,711	813,905
Shares subject to redemptions	1,251,156	1,627,158
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	1	3,457,807
Common stock, shares outstanding	1	3,457,807
Issued and outstanding percentage		20%

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax [Abstract]
Net operating loss carryforwards	$ 0	$ 0
Valuation allowance	$ 413,993	$ 136,060

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax asset
Organizational costs/Start-up costs	$ 748,482	$ 334,531
Total deferred tax asset	748,482	334,531
Deferred tax liability
Unrealized gain/loss		(18,790)
Valuation allowance	(748,482)	(334,531)
Deferred tax asset (liability), net of allowance		$ (18,790)

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Income Tax Provision - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current	$ 177,066	$ 138,094
Deferred	(322,849)	(86,506)
State
Current	38,315	28,540
Deferred	(109,934)	(30,765)
Change in valuation allowance	413,993	136,060
Income tax provision	$ 196,591	$ 185,423

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of Effective Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	4.34%	4.30%
Prior year true-up	0.25%	(5.23%)
Change in valuation allowance	(48.74%)	55.41%
Income tax provision	(23.15%)	75.48%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended
	Jan. 22, 2024	Mar. 21, 2024	Dec. 31, 2023	Jul. 21, 2023	Oct. 19, 2022
Subsequent Events [Line Items]
Trust account amount			$ 2,374,149
Price per share (in Dollars per share)			$ 11.73		$ 10.29
Deposited into the trust account				$ 60,000
Common Class A [Member]
Subsequent Events [Line Items]
Shares issued (in Shares)			202,360
Price per share (in Dollars per share)			$ 11.2
Subsequent Event [Member]
Subsequent Events [Line Items]
Trust account amount	$ 60,000
Principal amount	1,000,000
Deposited into the trust account	60,000	$ 180,000
Sponsor payment	1,000,000
Working Capital	$ 525,000
Subsequent Event [Member] | Common Class A [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)	$ 2,024
Deposited into the trust account	$ 360,000
Yntegra Capital Investments, LLC [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Principal amount	$ 360,000