Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | Clover Leaf Capital Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 9 |
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 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 5,784 | $ 162,933 | $ 303,449 |
Prepaid expenses | 113,118 | 122,364 | 104,876 |
Total current assets | 118,902 | 285,297 | 408,325 |
Investments held in Trust Account | 12,589,176 | 14,648,926 | 18,276,649 |
Total Assets | 12,708,078 | 14,934,223 | 18,684,974 |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |||
Accrued costs and expenses | 977,988 | 809,542 | 367,408 |
Income taxes payable | 161,370 | 134,428 | 137,633 |
Excise Tax Payable | 65,841 | 42,099 | |
Deferred income tax | 18,790 | ||
Total current liabilities | 5,352,964 | 4,838,084 | 3,290,846 |
Deferred underwriting commissions | 4,840,931 | 4,840,931 | 4,840,931 |
Total Liabilities | 10,193,895 | 9,679,015 | 8,131,777 |
Commitments and Contingencies (see Note 6) | |||
Redeemable Common Stock: | |||
Class A common stock subject to possible redemption | 12,716,949 | 14,830,241 | 18,283,387 |
Stockholders’ Deficit: | |||
Preferred stock, value | |||
Accumulated deficit | (10,203,193) | (9,575,460) | (7,730,617) |
Total Stockholders’ Deficit | (10,202,766) | (9,575,033) | (7,730,190) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | 12,708,078 | 14,934,223 | 18,684,974 |
Related party | |||
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |||
Promissory note to Related Party | 4,137,765 | 3,842,015 | 2,767,015 |
Due to related party | 10,000 | 10,000 | |
Class A Common Stock | |||
Stockholders’ Deficit: | |||
Common stock value | 427 | 427 | 81 |
Class B Common Stock | |||
Stockholders’ Deficit: | |||
Common stock value | $ 346 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Common stock redemption shares | 1,048,796 | 1,251,156 | 1,627,158 |
Common stock redemption per share (in Dollars per share) | $ 12.13 | $ 11.85 | $ 11.24 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,271,711 | 4,271,711 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 4,271,711 | 813,905 |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1 | 1 | 3,457,807 |
Common stock, shares outstanding | 1 | 1 | 3,457,807 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 450,593 | $ 190,171 | $ 1,586,541 | $ 1,291,228 |
Loss from operations | (450,593) | (190,171) | (1,586,541) | (1,291,228) |
Other income: | ||||
Recovery of previously incurred costs | 341,684 | |||
Interest earned on investments held in Trust Account | 134,398 | 199,286 | 737,057 | 1,195,135 |
Interest earned on cash held in bank | 2 | 116 | 69 | |
Total other income | 134,400 | 199,286 | 737,173 | 1,536,888 |
(Loss) Income before provision for income taxes | (316,193) | 9,115 | (849,368) | 245,660 |
Provision for income taxes | (26,942) | (41,579) | (196,591) | (185,423) |
Net (loss) income | $ (343,135) | $ (32,464) | $ (1,045,959) | $ 60,237 |
Redeemable Class A common stock | ||||
Other income: | ||||
Basic weighted average of common stock outstanding (in Shares) | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Basic net loss (income) per share (in Dollars per share) | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Class A and Class B common stock | ||||
Other income: | ||||
Basic weighted average of common stock outstanding (in Shares) | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Basic net loss (income) per share (in Dollars per share) | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Class A common stock | ||||
Diluted weighted average of common stock outstanding | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Diluted net (loss) income per share | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Class A and Class B common stock | ||||
Diluted weighted average of common stock outstanding | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Diluted net (loss) income per share | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock Class A | Common Stock Class B | 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 | |||
Accretion of Class A ordinary shares to redemption amount | (120,011) | (120,011) | |||
Net income (loss) | (32,464) | (32,464) | |||
Balance at Mar. 31, 2023 | $ 81 | $ 346 | (7,883,092) | (7,882,665) | |
Balance (in Shares) at Mar. 31, 2023 | 813,905 | 3,457,807 | |||
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) | |||
Accretion of Class A ordinary shares to redemption amount | (756,785) | (756,785) | |||
Excise tax liability on share redemptions | (42,099) | (42,099) | |||
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 | |||
Accretion of Class A ordinary shares to redemption amount | (260,857) | (260,857) | |||
Excise tax liability on share redemptions | (23,741) | (23,741) | |||
Net income (loss) | (343,135) | (343,135) | |||
Balance at Mar. 31, 2024 | $ 427 | $ (10,203,193) | $ (10,202,766) | ||
Balance (in Shares) at Mar. 31, 2024 | 4,271,711 | 1 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (343,135) | $ (32,464) | $ (1,045,959) | $ 60,237 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest and dividends earned on investment in Trust | (134,400) | (199,233) | (737,173) | (1,195,135) |
Amortization of prepaid expenses | (4,636) | 46,557 | ||
Changes in operating assets and liabilities: | ||||
Accrued costs and expenses | 168,448 | 27,460 | 442,135 | (75,156) |
Prepaid expenses | 9,246 | (17,488) | 130,175 | |
Due to related party | 10,000 | (2,903) | ||
Income taxes payable | 26,942 | 41,579 | (3,205) | 137,633 |
Deferred income tax | (18,790) | 18,790 | ||
Net cash used in operating activities | (272,899) | (167,294) | (1,370,480) | (879,802) |
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (180,000) | (360,000) | (2,767,015) | |
Trust Account withdrawal for redeeming shareholder payments | 2,374,149 | 4,209,931 | 125,587,180 | |
Withdrawal of trust funds to pay taxes | 514,964 | 502,949 | ||
Net cash provided by Investing Activities | 2,194,149 | 4,364,895 | 123,323,114 | |
Cash Flows from Financing Activities: | ||||
Payments to redeeming shareholders | (2,374,149) | |||
Proceeds from sale of common stocks to initial stockholders | (4,209,931) | (125,587,180) | ||
Proceeds from issuance of promissory note to related party | 295,750 | 1,075,000 | 2,767,015 | |
Net cash used in financing activities | (2,078,399) | (3,134,931) | (122,820,165) | |
Net change in cash | (157,149) | (167,294) | (140,516) | (376,853) |
Cash, beginning of the period | 162,933 | 303,449 | 303,449 | 680,302 |
Cash, end of the period | 5,784 | 136,155 | 162,933 | 303,449 |
Supplemental disclosure of cash flow information: | ||||
Recognition of liability for excise tax on redemptions | 23,741 | 42,099 | ||
Accretion of Class A redeemable shares to possible redemption value | $ 260,857 | $ 120,011 | $ 756,785 | $ 3,483,582 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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,” “our,” “we,” or “us”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, capital 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 originally intended to focus its search for a target business engaged in the cannabis industry. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through March 31, 2024 relates to the Company’s formation, the initial public offering that the Company consummated on July 22, 2021 (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 on Form S -1 -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 in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a U.S. -based -7 held in the Trust Account that may be released to pay the Company’s franchise and income taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder 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 holders of Public Shares, including its Sponsor and any other holders of Founder Shares (as defined below) (see Note 5) (or their permitted transferees prior to our IPO (the “Initial Stockholders”) and Management Team to the extent our Initial Stockholders and/or the members of our Management Team purchase Public Shares (the “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 have deposited into the Trust Account $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three -month -interest Extension of the Combination Period The Company originally had up to 12 months from the closing of its Initial Public Offering, or until July 22, 2022, to consummate an initial Business Combination. However, as requested by the Sponsor and as permitted under the Company’s Amended and Restated Charter, on July 19, 2022, the Company extended the Combination Period from July 22, 2022 to October 22, 2022 (the “July 2022 Extension”). 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 July 2022 Extension. The July 2022 Extension was the first of three three -month 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 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) was removed from the Company’s Trust Account to pay such holders. On October 19, 2022, the Company issued a promissory note (the “October 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the October 2022 Extension. On July 21, 2023, the Company held a special 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 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $4,209,931.03 (approximately $11.20 per share after removal of interest to pay taxes) was removed from the Company’s Trust Account to pay such holders, resulting in approximately $14,008,650.13 remaining in the Trust Account. On July 22, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the principal amount of $360,000 to the Sponsor in connection with the 2023 Extension. In connection with the 2023 Extension, the Company caused 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, 2024 and on the 22 nd 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) was removed from the Trust Account to pay such holders. Following the approval and implementation of the 2024 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. The Company has drawn $180,000 under the 2024 Extension Note, which was outstanding as of March 31, 2024. 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 Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer met 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 had 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 its 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 was 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 the Company’s 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, the Company received a notice (the “Delisting Notice”) from the Staff of Nasdaq 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. Because the Staff of Nasdaq issued the Delisting Notice to the Company on March 1, 2024, the Company chose to forego submitting a plan of compliance to Nasdaq related to the Annual Meeting Requirement, with such deficiency serving as an additional basis for delisting the Company’s securities from Nasdaq. Because the Company was 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, the Company’s securities may be subject to suspension and delisting pending the outcome of a hearing before the Panel, which the Company requested on March 8, 2024. The Company’s hearing before the Panel was held on May 7, 2024, and as of the date of this Quarterly Report on Form 10 -Q Indemnification Agreement with Kustom Entertainment and Digital Ally On February 1, 2024, the Company entered into indemnification agreement (the “Indemnification Agreement”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”) and Digital Ally, Inc., a Nevada corporation and the sole stockholder of Kustom Entertainment, pursuant to which, Kustom Entertainment and Digital Ally, Inc., a Nevada corporation (the “Kustom Entertainment Stockholder”) agreed to indemnify the Company and its officers and directors for liabilities incurred in connection with the Kustom Entertainment Stockholder disclosure incorporated by reference into the Registration Statement on Form S -4 -274851 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), the shares of the Company’s Class A Common Stock included within the Private Placement Units purchased by our Sponsor, Initial Stockholders, and the underwriters of the Initial Public Offering in the Private Placement (“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 March 31, 2024, the Company withdrew $1,017,913 from the Trust Account to pay its liabilities related to federal, Florida state and Delaware franchise taxes. Through March 31, 2024, the Company remitted $777,312 to the respective tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid income tax liability of $161,370 and was in a credit position of $48,543 for Delaware franchise tax, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $240,601. As of March 31, 2024, the Company had $5,784 in its operating account and inadvertently used $234,817 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 March 31, 2024 and December 31, 2023, the Company had $5,784 and $162,933 in cash, respectively, and working capital deficit of $5,121,226 and $4,493,502 (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 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). $1,010,750 and $715,000 were outstanding under Working Capital Loans as of March 31, 2024, and December 31, 2023, 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 “Kustom Entertainment Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly -owned Pursuant to the Kustom Entertainment Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Kustom Entertainment Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom Entertainment (the “Merger,” and together with the other transactions and agreements contemplated by the Kustom Entertainment Merger Agreement, the “Kustom Entertainment Business Combination”), 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 Kustom Entertainment 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. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the excise tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by special purpose acquisition companies are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with 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. As discussed above, on July 19, 2023, holders of 376,002 shares of Common Stock elected to redeem their shares in connection with the 2023 Extension Amendment. As a result, $4,209,931 was removed from the Company’s Trust Account to pay such holders. On January 22, 2024, holders of 202,360 shares of Common Stock elected to redeem their shares in connection with the 2024 Extension Amendment. As a result, $2,304,427 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that $ 65,841 is required to be recorded as a liability, which remained outstanding on the Company’s balance sheet as of March 31, 2024. This liability will be reevaluated and remeasured at the end of each quarterly period. New SPAC Rules On January 24, 2024, the SEC adopted new rules and regulations for special purpose acquisition companies (“SPACs”), which will become effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co -registrants | 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 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K 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 Securities Exchange Act of 1934, as amended (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 unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 March 31, 2024 and December 31, 2023, the Company had $12,589,176 and $14,648,926 in investments held in the Trust Account, respectively. As of March 31, 2024, and December 31, 2023, the Company’s investments were held in the Trust Account are held in an interest -bearing The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Value as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2024 Demand Deposit Account 12,589,176 — — 12,589,176 $ 12,589,176 $ — $ — $ 12,589,176 Carrying Value as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2023 Demand Deposit Account 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 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 permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470 -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 March 31, 2024 and December 31, 2023, 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 Plus: Remeasurement of carrying value to redemption value 260,857 Less: Redemptions of Class A common stock (2,374,149 ) Contingently redeemable Class A common stock subject to possible redemption (March 31, 2024) $ 12,716,949 Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss 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 per share of Common Stock does not consider the effect of the rights, which entitle the holder to received one -eighth -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended March 31, 2024 2023 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (70,150 ) $ (13,434 ) Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,097,718 2,441,063 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.06 ) $ (0.01 ) Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (272,985 ) $ (19,030 ) Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.06 ) $ (0.01 ) 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 unaudited condensed 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 unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed 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 March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company’s effective tax rate was (8.52)% and 456.16% for the three months ended March 31, 2024, and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024, and 2023, due to the valuation allowance on the deferred tax assets. 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 unaudited condensed financial statements. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 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. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 Rights sold as part of the Units in the Company’s Initial Public Offering (whether they are purchased in the Company’s Initial Public Offering or thereafter in the open market), which will expire worthless if the Company does not consummate an initial Business Combination within the Combination Period. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 shares of Class B Common Stock (the “Founder Shares”). The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares after the IPO (excluding shares included in the Private Placement Units or the shares of Class A Common Stock issuable to the Representative). Up to 468,750 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over -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 shares of its Class A Common Stock to the Sponsor upon the conversion (the “Founder Share Conversion”) of an equal number of shares of Class B Common Stock of the Company held by the Sponsor. The 3,457,806 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the prospectus for the Company’s IPO. Following the Founder Share Conversion, there were 5,320,507 shares of Class A Common Stock issued and outstanding and 1 share of Class B Common Stock issued and outstanding. As a result of the Founder Share Conversion, the Sponsor holds approximately 73.0% of the Company’s issued and outstanding Class A Common Stock. 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 March 31, 2024, and December 31, 2023, 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 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 March 31, 2024, and December 31, 2023, 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. 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 continued 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 On January 22, 2024, the Company issued 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. The Company has drawn $180,000 under the 2024 Extension Note, which was outstanding as of March 31, 2024. 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 per month. The administrative support agreement began on the day the Company first listed on The Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. For the three months ended March 31, 2024, the Company incurred $30,000, in administrative support fees, which is included in formation and operating costs in the accompanying statements of operations. For the three months ended March 31, 2023, the Company incurred $30,000 in administrative support fees which is included in formation and operating costs in the accompanying statements of operations. As of March 31, 2024 and December 31, 2023, there was $10,000 and $10,000, respectively, outstanding, which is included on the accompanying balance sheets as “due to related party.” | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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, dated July 19, 2021, entered into by the Company, the Sponsor, Initial Stockholders and the holder parties thereto (the “Registration Rights Agreement”). These holders will be entitled to make up to three demands, excluding short -form five seven 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 shares of Common Stock (or 143,750 shares if the underwriter’s over -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 | 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 five seven 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 recapitalizations, and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock, or equity -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. | 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. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 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 unaudited condensed financial statements. On May 9, 2024, the Company, Kustom Entertainment, and the Kustom Entertainment Stockholder entered into a termination agreement (the “Termination Agreement”), pursuant to which the parties terminated the Indemnification Agreement. | 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 Indemnification Agreement with Kustom Entertainment and Digital Ally On February |
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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | 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 Securities Exchange Act of 1934, as amended (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 | 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 unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those 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 | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account As of March 31, 2024 and December 31, 2023, the Company had $12,589,176 and $14,648,926 in investments held in the Trust Account, respectively. As of March 31, 2024, and December 31, 2023, the Company’s investments were held in the Trust Account are held in an interest -bearing The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Value as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2024 Demand Deposit Account 12,589,176 — — 12,589,176 $ 12,589,176 $ — $ — $ 12,589,176 Carrying Value as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2023 Demand Deposit Account 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 | 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. | 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 | 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: • • • | 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 | 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 permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470 -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 March 31, 2024 and December 31, 2023, 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 Plus: Remeasurement of carrying value to redemption value 260,857 Less: Redemptions of Class A common stock (2,374,149 ) Contingently redeemable Class A common stock subject to possible redemption (March 31, 2024) $ 12,716,949 | 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 Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss 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 per share of Common Stock does not consider the effect of the rights, which entitle the holder to received one -eighth -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended March 31, 2024 2023 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (70,150 ) $ (13,434 ) Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,097,718 2,441,063 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.06 ) $ (0.01 ) Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (272,985 ) $ (19,030 ) Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.06 ) $ (0.01 ) | 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 unaudited condensed 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 unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed 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 March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company’s effective tax rate was (8.52)% and 456.16% for the three months ended March 31, 2024, and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024, and 2023, due to the valuation allowance on the deferred tax assets. 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. | 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 unaudited condensed financial statements. | 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 Value as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2024 Demand Deposit Account 12,589,176 — — 12,589,176 $ 12,589,176 $ — $ — $ 12,589,176 Carrying Value as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2023 Demand Deposit Account 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 | 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 is Reconciled | As of March 31, 2024 and December 31, 2023, 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 Plus: Remeasurement of carrying value to redemption value 260,857 Less: Redemptions of Class A common stock (2,374,149 ) Contingently redeemable Class A common stock subject to possible redemption (March 31, 2024) $ 12,716,949 | 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) Income Per Common Stock | The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended March 31, 2024 2023 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (70,150 ) $ (13,434 ) Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,097,718 2,441,063 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.06 ) $ (0.01 ) Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (272,985 ) $ (19,030 ) Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.06 ) $ (0.01 ) | 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 ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 05, 2024 | Jan. 22, 2024 | Jul. 19, 2023 | Oct. 19, 2022 | Aug. 16, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 21, 2024 | Jul. 24, 2023 | Jul. 22, 2023 | Jul. 21, 2023 | Jul. 18, 2022 | Jan. 22, 2022 | |
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Stock issued during period shares (in Shares) | 12,204,072 | |||||||||||||||||
Price per unit (in Dollars per share) | $ 10.29 | $ 11.73 | $ 11.73 | |||||||||||||||
Sale of price per unit (in Dollars per share) | $ 0.048 | $ 10 | ||||||||||||||||
Stock option exercised, shares (in Shares) | 12,204,072 | |||||||||||||||||
Transaction costs | $ 9,562,126 | $ 9,562,126 | ||||||||||||||||
Underwriting commissions | 2,766,246 | 2,766,246 | ||||||||||||||||
Deferred underwriting commissions | 4,840,931 | 4,840,931 | ||||||||||||||||
Fair value of representative shares | 1,383,123 | 1,383,123 | ||||||||||||||||
Other cash offering costs | $ 571,826 | $ 571,826 | ||||||||||||||||
Percentage of outstanding voting rights | 50% | 50% | ||||||||||||||||
Proceeds from initial public offerings | $ 138,312,300 | $ 138,312,300 | ||||||||||||||||
Percentage of obligation to redeem public share | 100% | 100% | ||||||||||||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||
Payments for investment of cash in trust account | $ 180,000 | $ 360,000 | $ 2,767,015 | |||||||||||||||
Per share (in Dollars per share) | $ 11.14 | $ 11.14 | ||||||||||||||||
Initial public offering period | 12 months | |||||||||||||||||
Principal amount | $ 360,000 | $ 1,383,123 | $ 360,000 | $ 1,383,123 | ||||||||||||||
Value of common stock held in trust | 60,000 | 125,587,180.34 | $ 2,374,149 | $ 2,374,149 | $ 60,000 | |||||||||||||
Cash held in trust account | 4,209,931.03 | 4,209,931.03 | ||||||||||||||||
Deposited into the Trust Account | 360,000 | 360,000 | ||||||||||||||||
Installment payments | 60,000 | 60,000 | ||||||||||||||||
Aggregate deposit held in trust account | 360,000 | $ 360,000 | $ 180,000 | 60,000 | $ 360,000 | |||||||||||||
Shares issued (in Shares) | 202,360 | |||||||||||||||||
outstanding amount | $ 180,000 | |||||||||||||||||
Sponsor payment | 1,000,000 | |||||||||||||||||
Working capital | $ 525,000 | |||||||||||||||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||||||||
Trust account per share (in Dollars per share) | $ 10.15 | $ 10.15 | ||||||||||||||||
Payment to trust account | $ 1,017,913 | $ 1,017,913 | ||||||||||||||||
Remitted tax authority | 777,312 | 777,312 | ||||||||||||||||
Income tax liability | 161,370 | 134,428 | ||||||||||||||||
Franchise tax | 48,543 | 75,143 | ||||||||||||||||
Government authorities | 240,601 | 181,316 | ||||||||||||||||
Operating account | 5,784 | 162,933 | ||||||||||||||||
Withdraw fee from turst account | 234,817 | 77,668 | ||||||||||||||||
Cash | 5,784 | 162,933 | 303,449 | |||||||||||||||
Working capital deficit | 5,121,226 | 4,493,502 | 2,882,521 | |||||||||||||||
Principal amount | 1,000,000 | 530,750 | $ 300,000 | |||||||||||||||
Issuance of principal amount | $ 1,000,000 | |||||||||||||||||
Working capital loans outstanding | 1,010,750 | 715,000 | 0 | |||||||||||||||
Consideration amount | $ 125,000,000 | 125,000,000 | ||||||||||||||||
Tax percentage | 1% | 1% | ||||||||||||||||
Public shares issued (in Shares) | 202,360 | 376,002 | ||||||||||||||||
Proceeds from sale of trust assets | $ 2,304,427 | $ 4,209,931 | $ 125,587,180.34 | |||||||||||||||
Excise Tax Payable. | $ 65,841 | 42,099 | ||||||||||||||||
Units issued during period shares new issues (in Shares) | 1,875,000 | |||||||||||||||||
Deposit into the trust account | 1,383,123 | |||||||||||||||||
Trust account | 14,008,650.13 | |||||||||||||||||
Deposited in trust account | 360,000 | |||||||||||||||||
Cash amount | $ 162,933 | $ 303,449 | ||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Sale of price per unit (in Dollars per share) | $ 0.048 | |||||||||||||||||
Inflation Reduction Act of 2022 [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Tax percentage | 1% | |||||||||||||||||
Business Combination [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||||||
Minimum percentage of voting interests | 80% | 80% | ||||||||||||||||
Per share (in Dollars per share) | $ 0.1 | $ 0.1 | ||||||||||||||||
Aggregate deposit held in trust account | 60,000 | |||||||||||||||||
Business Combination [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Payments for investment of cash in trust account | $ 1,383,123 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10.15 | $ 10.15 | ||||||||||||||||
Aggregate principal amount | 1,000,000 | |||||||||||||||||
Principal amount | $ 415,000 | $ 300,000 | ||||||||||||||||
Sponsor advanced to the company | 415,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Value of common stock held in trust | 60,000 | |||||||||||||||||
Aggregate deposit held in trust account | 60,000 | $ 180,000 | ||||||||||||||||
Aggregate principal amount | 1,000,000 | |||||||||||||||||
Sponsor payment | 1,000,000 | |||||||||||||||||
Working capital | 525,000 | |||||||||||||||||
Issuance of principal amount | $ 1,000,000 | |||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Sponsor payment | $ 300,000 | $ 300,000 | ||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Stock issued during period shares (in Shares) | 376,002 | 376,002 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Price per unit (in Dollars per share) | $ 11.2 | $ 11.2 | ||||||||||||||||
Sale of stock units (in Shares) | 13,831,230 | 13,831,230 | ||||||||||||||||
Representative shares (in Shares) | 138,312 | 138,312 | ||||||||||||||||
Shares issued (in Shares) | 202,360 | |||||||||||||||||
Class A Common Stock [Member] | Subsequent Event [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 | |||||||||||||||||
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 | |||||||||||||||
2023 Special Meeting [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Value of common stock held in trust | $ 14,008,650.13 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Stock issued during period shares (in Shares) | 13,831,230 | |||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10.15 | |||||||||||||||||
Proceeds from initial public offerings | $ 140,386,985 | |||||||||||||||||
Sponsor payment | $ 25,000 | $ 25,000 | ||||||||||||||||
Units issued during period shares new issues (in Shares) | 13,831,230 | 1,875,000 | 1,875,000 | |||||||||||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Price per unit (in Dollars per share) | 0.0001 | |||||||||||||||||
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% | 100% | ||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Stock issued during period shares (in Shares) | 103,734 | 103,734 | ||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||||||||
Sale of stock units (in Shares) | 675,593 | 571,859 | 571,859 | |||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||||
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] | ||||||||||||||||||
Stock issued during period shares (in Shares) | 1,331,230 | 143,750 | 143,750 | |||||||||||||||
Stock option exercised, shares (in Shares) | 1,331,230 | |||||||||||||||||
Option shares (in Shares) | 1,875,000 | |||||||||||||||||
Units issued during period shares new issues (in Shares) | 1,331,230 | 1,331,230 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 5,784 | $ 162,933 | $ 303,449 | |
Investments held in the trust account | 12,589,176 | 14,648,926 | $ 18,276,649 | |
Federal depository insurance coverage | 250,000 | 250,000 | ||
Offering costs | $ 9,562,126 | $ 9,562,126 | ||
Effective tax rate | (23.15%) | 75.48% | ||
Statutory tax rate | 21% | 21% | ||
United States [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Effective tax rate | (8.52%) | 456.16% | ||
Statutory tax rate | 21% | 21% | ||
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Sale of stock units (in Shares) | 13,831,230 | 13,831,230 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Held-to-Maturity Securities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | |||
Carrying Value | $ 12,589,176 | $ 14,648,926 | $ 18,276,649 |
Gross Unrealized Gains | |||
Gross Unrealized Losses | |||
Fair Value | 12,589,176 | 14,648,926 | |
US Treasury Securities [Member] | |||
Marketable Securities [Line Items] | |||
Carrying Value | 12,589,176 | ||
Gross Unrealized Gains | |||
Gross Unrealized Losses | |||
Fair Value | $ 12,589,176 | ||
Money Market Funds [Member] | |||
Marketable Securities [Line Items] | |||
Carrying Value | 14,648,926 | ||
Gross Unrealized Gains | |||
Gross Unrealized Losses | |||
Fair Value | $ 14,648,926 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected on the Balance Sheet is Reconciled - Common Stock Subject to Possible Redemption [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Reflected on the Balance Sheet is Reconciled [Line Items] | ||||
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 | $ 260,857 | $ 756,785 | $ 3,483,582 | 12,344,937 |
Contingently redeemable Class A common stock subject to possible redemption | 12,716,949 | 14,830,241 | 18,283,387 | $ 140,386,985 |
Less: | ||||
Redemptions of Class A common stock | $ (2,374,149) | $ (4,209,931) | $ (125,587,180) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted (Loss) Income Per Common Stock - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Numerator: | ||||
Net (loss) income | $ (70,150) | $ (13,434) | $ (266,047) | $ 46,938 |
Denominator: | ||||
Weighted Average non-redeemable Class A and Class B common stock, basic | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||||
Numerator: | ||||
Net (loss) income | $ (272,985) | $ (19,030) | $ (779,912) | $ 13,299 |
Denominator: | ||||
Weighted Average non-redeemable Class A and Class B common stock, basic | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted (Loss) Income Per Common Stock (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Schedule of Basic and Diluted (Loss) Income Per Common Stock [Line Items] | ||||
Weighted Average common stock, diluted | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||||
Schedule of Basic and Diluted (Loss) Income Per Common Stock [Line Items] | ||||
Weighted Average common stock, diluted | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Oct. 19, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||||||
Number of units issued | 12,204,072 | |||||
Purchase price share | $ 10.29 | $ 11.73 | $ 11.73 | |||
Proceeds from initial public offering | $ 138,312,300 | $ 138,312,300 | ||||
Number of shares issued per unit | 1 | |||||
Deferred fee payable | $ 4,840,931 | |||||
Units issued during period shares | 1,875,000 | |||||
Over-allotment exercised | 12,204,072 | |||||
Additional fee | $ 4,840,931 | |||||
IPO [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of units issued | 13,831,230 | |||||
Purchase price share | $ 10 | |||||
Proceeds from initial public offering | $ 140,386,985 | |||||
Underwriting fee | $ 2,766,246 | $ 2,766,246 | ||||
Units issued during period shares | 13,831,230 | 1,875,000 | 1,875,000 | |||
Over-Allotment Option [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of units issued | 1,331,230 | 143,750 | 143,750 | |||
Underwriting fee | $ 125,000 | $ 125,000 | ||||
Units issued during period shares | 1,331,230 | 1,331,230 | ||||
Over-allotment exercised | 1,331,230 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 22, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Private Placement [Line Items] | |||
Gross proceeds for private placement | $ 1,037,340 | $ 1,037,340 | |
Number of units issued | 103,734 | 103,734 | |
Sale of stock price per share | $ 10 | $ 10 | |
Sponsor [Member] | |||
Private Placement [Line Items] | |||
Sale of stock units | 675,593 | 571,859 | 571,859 |
Sale of stock price per shares | $ 10 | $ 10 | $ 10 |
Gross proceeds for private placement | $ 5,718,590 | $ 5,718,590 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Mar. 05, 2024 | Jul. 20, 2023 | Oct. 19, 2022 | Jan. 22, 2022 | Jul. 22, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 04, 2021 | Oct. 19, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Jan. 22, 2024 | Jul. 24, 2023 | Jul. 22, 2023 | Jul. 21, 2023 | Jul. 18, 2022 | Jul. 28, 2021 | |
Related Party Transactions [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 4,209,931.03 | $ 4,209,931.03 | ||||||||||||||||||
Number of shares issued (in Shares) | 12,204,072 | |||||||||||||||||||
Outstanding shares percentage | 20% | |||||||||||||||||||
Exercised shares (in Shares) | 12,204,072 | |||||||||||||||||||
Percentage of shares transferred or membership interest | 100% | |||||||||||||||||||
Shares issued price per shares (in Dollars per share) | $ 10.29 | $ 10.29 | $ 11.73 | $ 11.73 | ||||||||||||||||
Loan amount | $ 300,000 | |||||||||||||||||||
Loan of principal amount | $ 1,383,123 | $ 1,383,123 | $ 360,000 | $ 360,000 | $ 1,383,123 | |||||||||||||||
Unpaid principal amount | 1,383,123 | |||||||||||||||||||
Common stock outstanding | $ 1,383,892 | $ 1,383,892 | ||||||||||||||||||
Principal amount | 530,750 | 1,000,000 | $ 300,000 | |||||||||||||||||
Common stock held in trust | 125,587,180.34 | 125,587,180.34 | 2,374,149 | 2,374,149 | 60,000 | $ 60,000 | ||||||||||||||
Working capital | $ 525,000 | |||||||||||||||||||
Principal amount | $ 360,000 | |||||||||||||||||||
Deposit | 360,000 | 360,000 | $ 180,000 | $ 360,000 | 60,000 | |||||||||||||||
Liquidation | $ 180,000 | |||||||||||||||||||
Maximum borrowing capacity of related party loans | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Maximum borrowing capacity of related party loans per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||||
Working capital loans share issued (in Shares) | 150,000 | 150,000 | ||||||||||||||||||
Loan conversion agreement | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Working capital loans | 830,750 | $ 715,000 | $ 0 | |||||||||||||||||
Administrative support fees | $ 30,000 | $ 30,000 | ||||||||||||||||||
Stock price trigger per share (in Dollars per share) | $ 12 | $ 12 | ||||||||||||||||||
Promissory note outstanding amount | $ 1,383,892 | 1,383,892 | ||||||||||||||||||
Payments or cash deposited in trust account | 1,383,123 | |||||||||||||||||||
Deposit into trust account | 360,000 | 60,000 | ||||||||||||||||||
First Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Loan of principal amount | $ 1,383,123 | |||||||||||||||||||
Conversion price (in Dollars per share) | $ 10 | |||||||||||||||||||
Promissory Note Related Party [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Principal amount | 1,383,123 | 1,383,123 | ||||||||||||||||||
Third Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Loan of principal amount | 360,000 | |||||||||||||||||||
Initial Business Combination [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Working capital | $ 300,000 | 300,000 | ||||||||||||||||||
Deposit Account [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock held in trust | 60,000 | |||||||||||||||||||
Deposit into trust account | 60,000 | |||||||||||||||||||
October 2022 Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock held in trust | $ 1,383,123 | $ 1,383,123 | ||||||||||||||||||
Outstanding amount | 1,383,123 | 1,383,123 | ||||||||||||||||||
2023 Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock held in trust | 360,000 | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Due to related party | 10,000 | 10,000 | ||||||||||||||||||
Due to related party | 10,000 | 0 | ||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Principal amount | 415,000 | 300,000 | ||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 75,000 | |||||||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Expenses per month | $ 10,000 | 10,000 | ||||||||||||||||||
Expenses incurred and paid | 120,000 | 120,000 | ||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Deposit into trust account | 360,000 | |||||||||||||||||||
First Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Promissory note outstanding amount | $ 1,383,123 | $ 1,383,123 | ||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock shares issued (in Shares) | 1 | 1 | 3,457,807 | |||||||||||||||||
Common stock shares outstanding (in Shares) | 1 | 1 | 3,457,807 | |||||||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock shares issued (in Shares) | 1 | |||||||||||||||||||
Common stock shares outstanding (in Shares) | 1 | |||||||||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||
Number of shares issued (in Shares) | 3,593,750 | |||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 376,002 | 376,002 | ||||||||||||||||||
Shares issued price per shares (in Dollars per share) | $ 11.2 | $ 11.2 | ||||||||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | |||||||||||||||||||
Common stock shares issued (in Shares) | 4,271,711 | 4,271,711 | 813,905 | |||||||||||||||||
Common stock shares outstanding (in Shares) | 4,271,711 | 4,271,711 | 813,905 | |||||||||||||||||
Conversion percentage | 73% | |||||||||||||||||||
Class A Common Stock [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Shares issued price per shares (in Dollars per share) | $ 12 | |||||||||||||||||||
Common stock shares issued (in Shares) | 5,320,507 | |||||||||||||||||||
Common stock shares outstanding (in Shares) | 5,320,507 | |||||||||||||||||||
Stock price trigger per share (in Dollars per share) | $ 12 | |||||||||||||||||||
Class A Common Stock [Member] | Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | |||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Principal amount | $ 415,000 | 300,000 | ||||||||||||||||||
Sponsor [Member] | 2023 Extension Note [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Common stock held in trust | $ 360,000 | |||||||||||||||||||
Sponsor [Member] | Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||
Number of shares issued (in Shares) | 3,593,750 | |||||||||||||||||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | |||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 1,331,230 | 143,750 | 143,750 | |||||||||||||||||
Exercised shares (in Shares) | 1,331,230 | |||||||||||||||||||
Option shares (in Shares) | 1,875,000 | |||||||||||||||||||
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 | |||||||||||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 468,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 19, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | |||||
Additional units issued | 1,875,000 | ||||
Deferred underwriting discount percentage | 3.50% | 3.50% | |||
Common stock issued | 12,204,072 | ||||
Exercised shares | 12,204,072 | ||||
Share issued price per shares (in Dollars per share) | $ 10.29 | $ 11.73 | $ 11.73 | ||
Underwriter least percentage | 75% | 75% | |||
Public and private equity percentage | 50% | 50% | |||
Sale stock price per share (in Dollars per share) | $ 0.048 | $ 10 | |||
Minimum [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Period of registration rights | 5 years | 5 years | |||
Sale stock price per share (in Dollars per share) | $ 0.048 | ||||
Maximum [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Period of registration rights | 7 years | 7 years | |||
Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Common stock issued | 125,000 | 125,000 | |||
IPO [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Additional units issued | 13,831,230 | 1,875,000 | 1,875,000 | ||
Underwriting expense (in Dollars) | $ 2,766,246 | $ 2,766,246 | |||
Common stock issued | 13,831,230 | ||||
Share issued price per shares (in Dollars per share) | $ 10 | ||||
Sale stock price per share (in Dollars per share) | 10.15 | ||||
IPO [Member] | Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Share issued price per shares (in Dollars per share) | 10 | ||||
Sale stock price per share (in Dollars per share) | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Additional units issued | 1,331,230 | 1,331,230 | |||
Underwriting expense (in Dollars) | $ 125,000 | $ 125,000 | |||
Common stock issued | 1,331,230 | 143,750 | 143,750 | ||
Exercised shares | 1,331,230 | ||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Exercised shares | 138,312 | ||||
Representative shares | 138,312 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Exceeds per share (in Dollars per share) | $ 12 | $ 12 | |
Common stock, conversion basis | 20% | 20% | |
Class A Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one | one | |
Common stock, shares issued | 4,271,711 | 4,271,711 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 4,271,711 | 813,905 |
Shares subject to redemptions | 1,048,796 | 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 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1 | 1 | 3,457,807 |
Common stock, shares outstanding | 1 | 1 | 3,457,807 |
Common Stock, Other Shares, Outstanding | 1 | ||
Issued and outstanding percentage | 20% | 20% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 05, 2024 | Jan. 22, 2024 | Mar. 31, 2024 | Mar. 21, 2024 | Dec. 31, 2023 | Jul. 21, 2023 | Oct. 19, 2022 | Jan. 22, 2022 |
Subsequent Event [Line Items] | ||||||||
Shares issued (in Shares) | 202,360 | |||||||
Trust account amount | $ 60,000 | $ 2,374,149 | $ 2,374,149 | $ 60,000 | $ 125,587,180.34 | |||
Price per unit (in Dollars per share) | $ 11.73 | $ 11.73 | $ 10.29 | |||||
Deposited into the trust account | 360,000 | $ 360,000 | $ 180,000 | $ 60,000 | $ 360,000 | |||
Sponsor payment | 1,000,000 | |||||||
Working Capital | $ 525,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [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] | Yntegra Capital Investments, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 360,000 | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (in Shares) | 202,360 | |||||||
Price per unit (in Dollars per share) | $ 11.2 | $ 11.2 | ||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 2,024 | |||||||
Deposited into the trust account | $ 360,000 |
Summary of Significant Accoun_8
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_9
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jul. 22, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | 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 | $ 260,857 | $ 120,011 | $ 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 Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Numerator: | ||||
Net (loss) income | $ (70,150) | $ (13,434) | $ (266,047) | $ 46,938 |
Denominator: | ||||
Weighted Average non-redeemable Class A and Class B common stock, basic | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||||
Numerator: | ||||
Net (loss) income | $ (272,985) | $ (19,030) | $ (779,912) | $ 13,299 |
Denominator: | ||||
Weighted Average non-redeemable Class A and Class B common stock, basic | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Schedule of Basic and Diluted Loss Per Common Share [Line Items] | ||||
Weighted Average common stock, diluted | 1,097,718 | 2,441,063 | 1,457,184 | 12,204,321 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||||
Schedule of Basic and Diluted Loss Per Common Share [Line Items] | ||||
Weighted Average common stock, diluted | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ (0.01) | $ (0.18) | $ 0 |
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 ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | 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 | $ 26,942 | $ 41,579 | $ 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% |