WinVest Acquisition (WINVR) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40796
Entity Registrant Name	WINVEST ACQUISITION CORP.
Entity Central Index Key	0001854463
Entity Tax Identification Number	86-2451181
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Cambridgepark Drive
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	(617)
Local Phone Number	658-3094
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		3,367,333
Entity Listing, Par Value Per Share	$ 0.0001
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right [Member]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right
Trading Symbol	WINVU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WINV
Security Exchange Name	NASDAQ
Warrants to acquire one-half (1/2) of a share of Common Stock [Member]
Title of 12(b) Security	Warrants to acquire one-half (1/2) of a share of Common Stock
Trading Symbol	WINVW
Security Exchange Name	NASDAQ
Rights to acquire one-fifteenth (1/15) of one share of Common Stock [Member]
Title of 12(b) Security	Rights to acquire one-fifteenth (1/15) of one share of Common Stock
Trading Symbol	WINVR
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 548	$ 37,946
Tax receivable		99,814
Prepaid expenses, short-term portion	93,448	133,117
Total current assets	93,996	270,877
Cash and marketable securities held in Trust Account	5,793,629	12,453,412
Total assets	5,887,625	12,724,289
Current liabilities:
Accounts payable and accrued liabilities	1,821,232	991,998
Income tax payable	133,000	189,000
Excise tax payable	154,115	80,443
Extension note, related party	1,590,000	1,195,000
Promissory note, related party	1,009,200	306,500
Total current liabilities	5,022,547	2,987,941
Deferred underwriting commissions	4,025,000	4,025,000
Total liabilities	9,047,547	7,012,941
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption; 492,333 and 1,143,123 shares outstanding at redemption values of $11.77 and $10.89 per share as of September 30, 2024 and December 31, 2023, respectively	5,793,629	12,453,412
Stockholders’ deficit:
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 issued and outstanding
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 492,333 and 1,143,123 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively)	288	288
Additional paid-in capital
Accumulated deficit	(8,953,839)	(6,742,352)
Total stockholders’ deficit	(8,953,551)	(6,742,064)
Total liabilities and stockholders’ deficit	5,887,625	12,724,289
Related Party [Member]
Current liabilities:
Related party payables	$ 315,000	$ 225,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	492,333	1,143,123
Temporary equity, redemption price per share	$ 11.77	$ 10.89
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000
Common stock subject to possible redemption, shares	492,333	1,143,123

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:	$ 946,492	$ 257,485	$ 1,724,753	$ 1,476,911
Loss from operations	(946,492)	(257,485)	(1,724,753)	(1,476,911)
Other income:
Interest income	73,750	167,847	358,358	606,230
Total other income	73,750	167,847	358,358	606,230
Loss before income taxes	(872,742)	(89,638)	(1,366,395)	(870,681)
Provision for income taxes	(11,000)	(14,000)	(64,000)	(96,000)
Net loss	(883,742)	(103,638)	(1,430,395)	(966,681)
Common Shares Subject To Redemption [Member]
Other income:
Net loss
Weighted-average common shares outstanding, Basic	492,333	1,265,429	858,105	1,639,715
Weighted-average common shares outstanding, Diluted	492,333	1,265,429	858,105	1,639,715
Basic net loss per share
Diluted net loss per share
Non Redeemable Common Shares [Member]
Other income:
Net loss	$ (883,742)	$ (103,638)	$ (1,430,395)	$ (966,681)
Weighted-average common shares outstanding, Basic	2,875,000	2,875,000	2,875,000	2,875,000
Weighted-average common shares outstanding, Diluted	2,875,000	2,875,000	2,875,000	2,875,000
Basic net loss per share	$ (0.31)	$ (0.04)	$ (0.50)	$ (0.34)
Diluted net loss per share	$ (0.31)	$ (0.04)	$ (0.50)	$ (0.34)

Condensed Statements of Changes

Condensed Statements of Changes In Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 288		$ (4,588,137)	$ (4,587,849)
Balance, shares at Dec. 31, 2022	2,875,000
Remeasurement of common stock to redemption value			(434,200)	(434,200)
Net loss			(404,527)	(404,527)
Balance at Mar. 31, 2023	$ 288		(5,426,864)	(5,426,576)
Balance, shares at Mar. 31, 2023	2,875,000
Balance at Dec. 31, 2022	$ 288		(4,588,137)	(4,587,849)
Balance, shares at Dec. 31, 2022	2,875,000
Net loss				(966,681)
Balance at Sep. 30, 2023	$ 288		(6,803,023)	(6,802,735)
Balance, shares at Sep. 30, 2023	2,875,000
Balance at Mar. 31, 2023	$ 288		(5,426,864)	(5,426,576)
Balance, shares at Mar. 31, 2023	2,875,000
Remeasurement of common stock to redemption value			(383,961)	(383,961)
Net loss			(458,516)	(458,516)
Excise tax payable			(67,218)	(67,218)
Balance at Jun. 30, 2023	$ 288		(6,336,559)	(6,336,271)
Balance, shares at Jun. 30, 2023	2,875,000
Remeasurement of common stock to redemption value			(362,826)	(362,826)
Net loss			(103,638)	(103,638)
Balance at Sep. 30, 2023	$ 288		(6,803,023)	(6,802,735)
Balance, shares at Sep. 30, 2023	2,875,000
Balance at Dec. 31, 2023	$ 288		(6,742,352)	(6,742,064)
Balance, shares at Dec. 31, 2023	2,875,000
Remeasurement of common stock to redemption value			(262,269)	(262,269)
Net loss			(106,446)	(106,446)
Balance at Mar. 31, 2024	$ 288		(7,111,067)	(7,110,779)
Balance, shares at Mar. 31, 2024	2,875,000
Balance at Dec. 31, 2023	$ 288		(6,742,352)	(6,742,064)
Balance, shares at Dec. 31, 2023	2,875,000
Net loss				(1,430,395)
Balance at Sep. 30, 2024	$ 288		(8,953,839)	(8,953,551)
Balance, shares at Sep. 30, 2024	2,875,000
Balance at Mar. 31, 2024	$ 288		(7,111,067)	(7,110,779)
Balance, shares at Mar. 31, 2024	2,875,000
Remeasurement of common stock to redemption value			(281,411)	(281,411)
Net loss			(440,207)	(440,207)
Excise tax payable			(73,672)	(73,672)
Balance at Jun. 30, 2024	$ 288		(7,906,357)	(7,906,069)
Balance, shares at Jun. 30, 2024	2,875,000
Remeasurement of common stock to redemption value			(163,740)	(163,740)
Net loss			(883,742)	(883,742)
Balance at Sep. 30, 2024	$ 288		$ (8,953,839)	$ (8,953,551)
Balance, shares at Sep. 30, 2024	2,875,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,430,395)	$ (966,681)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(352,470)	(605,839)
Changes in operating assets and liabilities:
Changes in taxes receivable	99,814
Changes in prepaid expenses	39,669	198,775
Changes in accounts payable and accrued expenses	829,234	646,525
Changes in taxes payable	(56,000)	96,000
Changes in related party payables	90,000	88,000
Net cash used in operating activities	(780,148)	(543,220)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Trust Account	(395,000)	(885,000)
Withdrawal of interest from Trust Account to pay taxes	40,050	309,851
Cash withdrawn from Trust Account in connection with redemption	7,367,204	6,721,795
Net cash provided by investing activities	7,012,254	6,146,646
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note - related party	702,700	146,000
Proceeds from extension note - related party	395,000	885,000
Redemption of common stock	(7,367,204)	(6,721,795)
Net cash used in financing activities	(6,269,504)	(5,690,795)
NET CHANGE IN CASH	(37,398)	(87,369)
Cash - Beginning of period	37,946	88,247
Cash - End of period	548	878
Non-cash investing and financing activities:
Accretion of common stock to redemption value	707,420	1,180,988
Excise tax payable	$ 73,672	$ 67,218

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (883,742)	$ (440,207)	$ (106,446)	$ (103,638)	$ (458,516)	$ (404,527)	$ (1,430,395)	$ (966,681)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF THE BUSINESS

NATURE OF THE BUSINESS	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
NATURE OF THE BUSINESS	NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Initial Business Combination”) with one or more businesses or entities. On August 30, 2024, WinVest (BVI) LTD was incorporated in the British Virgin Islands (“BVI”) as a wholly owned subsidiary of WinVest. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of September 30, 2024, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through September 30, 2024 relates to the Company’s formation, raising funds through the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for an Initial Business Combination and working to consummate an Initial Business Combination with Xtribe (as defined below). The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering (the “IPO Registration Statement”) was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 0.50 5,000,000 Each Private Placement Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 The Company initially had 15 months from the closing of the Initial Public Offering on September 17, 2021 to consummate the Initial Business Combination. On November 30, 2022, the Company held a special meeting of stockholders, at which the stockholders approved an amendment (the “November 2022 Extension Amendment”) to the Company’s amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) to extend the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination from December 17, 2022 (the “Original Termination Date”) to January 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January 125,000 In connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 10.20 98.0 19.6 1,893,113 Following the approval of the November 2022 Extension Amendment, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $ 750,000 750,000 0.50 On June 12, 2023, the Company held a second special meeting of stockholders (the “June 2023 Extension Meeting”), at which the stockholders approved, among other things, (i) an amendment (the “June 2023 Extension Amendment”) to the Company’s Certificate of Incorporation to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) after July 17, 2023, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after June 17, 2023, unless the closing of the Company’s Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any business combination unless it has net tangible assets of at least $ 5,000,001 In connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 10.71 6,721,795 13,551,331 1,265,429 Following the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued an unsecured promissory note in the principal amount of $ 390,000 390,000 0.50 On November 30, 2023, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment to the Company’s Certificate of Incorporation (the “November 2023 Extension Amendment ” ) to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January 17, 2023, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months after December 17, 2023, unless the closing of the Company’s Initial Business Combination shall have occurred prior thereto, by causing $ 55,000 In connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 10.81 1,322,518 1,143,123 Following the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, the Company issued an unsecured promissory note in the principal amount of $ 330,000 330,000 On June 3, 2024, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment to the Company’s Certificate of Incorporation (the “June 2024 Extension Amendment ” ) to extend the Termination Date from June 17, 2024 to July 17, 2024, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after July 17, 2024, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2024, or a total of up to six months after June 17, 2024, unless the closing of the Company’s Initial Business Combination shall have occurred prior thereto, by causing $ 30,000 In connection with the vote to approve the June 2024 Extension Amendment, the holders of 650,790 11.32 7,367,204 492,333 Following the approval of the June 2024 Extension Amendment on June 3, 2024, on June 12, 2024, the Company issued an unsecured promissory note in the principal amount of $ 180,000 180,000 Through the date of this report, the Company has deposited $ 1,650,000 into the Trust Account in connection with six drawdowns under the First Extension Note, six drawdowns under Second Extension Note, six drawdowns under the Third Extension Notes, and six drawdowns under the Fourth Extension Note (collectively the “Extension Notes”) pursuant to the extension of the Termination Date to December 17, 2024. Such amounts will be distributed either to: (i) all the holders of Public Shares upon the Company’s liquidation or (ii) holders of such shares who elect to have their shares redeemed in connection with (a) the vote to approve the Charter Extension Amendment (as defined below) or (b) the consummation of an Initial Business Combination. As of September 30, 2024 and December 31, 2023, $ 1,590,000 1,195,000 If the Company is unable to consummate an Initial Business Combination by the Termination Date, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 100,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of the existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. Management intends to use any funds available outside of the Trust Account for miscellaneous expenses such as paying fees to consultants to assist the Company with its search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by the Company’s insiders, officers and directors in connection with activities as described below. The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for the Company’s income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the Company’s assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor and/or founding stockholders may, but are not obligated to, loan funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of the Initial Business Combination, or, with respect to certain of such notes, at such lender’s discretion , 0.50 The Company will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay for expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5% of the total gross proceeds raised in the offering upon consummation of the Initial Business Combination. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations or for strategic acquisitions. To the extent the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account and from up to $ 100,000 On May 9, 2024, the Company entered into a Business Combination Agreement (the “Original Business Combination Agreement”), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC. On September 16, 2024, the Company entered into an Amended and Restated Business Combination Agreement (the “A&R Business Combination Agreement”), by and among WinVest, WinVest (BVI) Ltd., a British Virgin Islands business company registered with company number 2157117 and a wholly owned subsidiary of WinVest, Xtribe PLC and Xtribe (BVI) Ltd., a British Virgin Islands business company registered with company number 2157137 and a wholly-owned subsidiary of Xtribe PLC (together with Xtribe PLC, “Xtribe”), which amends and restates the Original Business Combination Agreement in its entirety. Risks and Uncertainties 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 In June 2023, the Company’s stockholders redeemed 627,684 6,721,795 122,306 1,322,518 In June 2024, the Company’s stockholders redeemed 650,790 7,367,204 The Company evaluated the classification and accounting of the stock redemption under Accounting Standards Codification (“ASC”) Topic 450, Contingencies (“ASC 450”). ASC 450 states that when a loss contingency exists the likelihood that the future event will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a business combination as of September 30, 2024 and December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2024 and December 31, 2023, the Company recorded $ 154,115 80,443 1 During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. The Company is currently evaluating its options with respect to payment of this obligation. Use of Funds Restricted for Payment of Taxes In February 2024, the Company withdrew $ 40,050 104,305 90,000 90,000 During the second quarter of 2024, approximately $ 174,000 174,000 Going Concern As of September 30, 2024, the Company had $ 548 4,928,551 1,430,395 1,724,753 The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2024, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 2024 relates to the Company’s formation, the Initial Public Offering, identifying a target company for an Initial Business Combination and working to consummate an Initial Business Combination with Xtribe. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income on cash and cash equivalents and marketable securities from the proceeds derived from the Initial Public Offering. The Company’s ability to commence operations is contingent upon consummating a business combination. Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Additionally, the Company does not currently have sufficient working capital. Furthermore, the Company’s ability to consummate an Initial Business Combination within the contractual time period is uncertain. The Company currently has until December 17, 2024 to consummate the Initial Business Combination. The Company will not be able to consummate an Initial Business Combination by December 17, 2024. Based on these circumstances, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year. Management’s plan to address the December 17, 2024 liquidation is to seek stockholder approval for, and to file, an amendment to the Certificate of Incorporation extending the Company’s current Termination Date, among other things. Pursuant to a preliminary proxy statement filed with the Securities and Exchange Commission (“SEC”) on November 1, 2024, the Company is proposing to amend its Certificate of Incorporation to extend the Termination Date from December 17, 2024 to January 17, 2025 (the “Charter Extension Date”) upon the deposit into the Trust Account of $ 30,000 30,000

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature. Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations for the three and nine months ended September 30, 2024. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Cash Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Public and Private Warrants The Company accounts for the Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024. The Company’s effective tax rate was (1.4) (15.6) (5.1) (11.0) 21 Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at September 30, 2024 $ 5,793,629 $ 5,793,629 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and nine months ended September 30, 2024. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (883,742 ) Denominator: Weighted-average shares outstanding 492,333 2,875,000 Basic and diluted net loss per share $ - $ (0.31 ) For the Three Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (103,638 ) Denominator: Weighted-average shares outstanding 1,265,429 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Nine Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (1,430,395 ) Denominator: Weighted-average shares outstanding 858,105 2,875,000 Basic and diluted net loss per share $ - $ (0.50 ) For the Nine Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (966,681 ) Denominator: Weighted-average shares outstanding 1,639,715 2,875,000 Basic and diluted net loss per share $ - $ (0.34 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the Private Placement to purchase 11,966,666 Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $ 11.50 In connection with its Initial Public Offering, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, the Sponsor purchased 2,875,000 25,000 Prior to the effective date of the registration statement filed in connection with the Initial Public Offering, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its Sponsor to transfer an aggregate of 277,576 60,000 337,576 34 Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 March 2021 Promissory Note – Related Party On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an Initial Business Combination) (the “March 2021 Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 300,000 0.50 11.50 The Company analyzed the conversion feature of the March 2021 Promissory Note into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). October 2023 Promissory Note – Related Party On October 31, 2023, the Company issued an unsecured promissory note to the Sponsor (the “October 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000 709,200 The October 2023 Promissory Note does not bear interest and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the October 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Extension Notes – Related Party As previously disclosed, on December 5, 2022, the Company issued the First Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 750,000 0.50 750,000 As previously disclosed, in connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued the Second Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 390,000 0.50 390,000 As previously disclosed, in connection with the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, the Company issued the Third Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 330,000 330,000 55,000 As previously disclosed, in connection with the approval of the June 2024 Extension Amendment on June 3, 2024, on June 12, 2024, the Company issued the Fourth Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 180,000 120,000 0 Through the date of this report, the Company has effected drawdowns of an aggregate of $ 1,650,000 The Company analyzed the conversion feature of the First and Second Extension Notes into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Administrative Support Agreement The Company entered into an agreement to pay our Sponsor a monthly fee of $ 10,000 315,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 1,500,000 15,000,000 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 Finder’s Fee Agreement On July 12, 2022, the Company entered into a finder’s fee agreement with a third-party finder (“Finder”), payable only upon the successful consummation of an Initial Business Combination with a merger target company identified and introduced by the Finder and acknowledged by the Company in writing during the retention period, which shall be one year after origination and will continue for one year after such period, unless terminated earlier. For purposes of the agreement, the finder’s fee shall be calculated as 1 Agent Agreement On July 19, 2022, the Company entered an agent agreement with a FINRA registered broker-dealer (“Agent”), by which the Company engaged the Agent as its non-exclusive agent to use commercially reasonable efforts to refer the Company to potential target companies for an Initial Business Combination. If the Company completes a transaction with any such target company referred to by the Agent within 18 months after such referral, the Agent shall be paid a success fee based upon the transaction value, which shall become due and payable concurrently with the Initial Business Combination. Chardan Capital Markets, LLC M&A / Capital Markets Advisory Agreement On July 23, 2022, the Company entered a M&A/Capital Markets Advisory Agreement (“M&A Agreement”) with Chardan Capital Markets, LLC (“Chardan”), by which Chardan shall assist and advise the Company in completing an Initial Business Combination. In the event an Initial Business Combination is consummated during the term of the M&A Agreement, the Company shall pay to Chardan at the closing of the Initial Business Combination a fee (the “M&A Fee”) as described below. If the M&A Fee is to be based on the “Aggregate Value” of an Initial Business Combination, such term means, without duplication, an amount equal to the sum of the aggregate value of any securities issued, promissory notes delivered by the Company to a target company in connection with an Initial Business Combination, and any other cash and non-cash consideration (using such values as set forth in such Initial Business Combination’s definitive agreement) delivered and paid in connection with an Initial Business Combination, and the amount of all debt and debt-like instruments of the target company immediately prior to closing that (a) are assumed or acquired by the Company or (b) retired or defeased in connection with such business combination less any amounts of a financing relating to such Initial Business Combination (a “Financing”) that are the basis of a Financing Fee (as defined below). Even if an Initial Business Combination is not consummated prior to the expiration or termination of the M&A Agreement, Chardan shall be entitled to the full M&A Fee with respect to any transaction consummated involving a party introduced to the Company by Chardan (an “Introduced Party”) that occurs within 18 months of the expiration or termination of the M&A Agreement or within 12 months of the expiration or termination of the M&A Agreement for any party not deemed an Introduced Party. In the event an Initial Business Combination is consummated involving a party other than an Introduced Party, the Company will pay to Chardan an M&A Fee equal to the greater of $ 800,000 1 ● 3% of the first $ 100 ● 2% of the Aggregate Value greater than $ 100 200 ● 1% of the Aggregate Value greater than $ 200 The M&A Fee will be paid either in cash out of the flow of funds from the Trust Account or in registered and free trading securities of the Company, as the parties may agree. The Company will pay a cash fee equal to 5 1 The Company will pay Chardan up to $ 150,000 On April 24, 2024, Chardan resigned its role as M&A/Capital Markets Advisor and terminated the M&A Agreement solely with respect to the Company’s contemplated business combination with Xtribe. As of September 30, 2024 and December 31, 2023, the Company recorded deferred underwriting commissions of $ 4,025,000

COMMON STOCK SUBJECT TO POSSIBL

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	9 Months Ended
	Sep. 30, 2024
Common Stock Subject To Possible Redemption
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of September 30, 2024 and December 31, 2023: SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 1,070,000 Remeasurement of common stock subject to possible redemption 755,103 Taxes withdrawn from Trust Account (898,940 ) Redemption of common stock (8,044,313 ) Balance, December 31, 2023 12,453,412 Deposits to Trust Account 395,000 Redemption of common stock (7,367,204 ) Taxes withdrawn from Trust Account (40,050 ) Remeasurement of common stock subject to possible redemption 352,471 Balance, September 30, 2024 $ 5,793,629

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT Common Stock The Company’s Certificate of Incorporation authorizes the issuance of 100,000,000 0.0001 1,000,000 0.0001 In March 2021, the Company issued 2,875,000 0.01 25,000 no Rights The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of Common Stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.50 9.50 The Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the Units offered in the Initial Public Offering.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Management 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, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. October Extension On October 15, 2024, the Company effected the fifth drawdown of $ 30,000 a vote to approve certain specified amendments to the Company’s Certificate of Incorporation or (b) the consummation of a Business Combination. November Extension On November 14, 2024, the Company effected the sixth drawdown of $ 30,000 the consummation of a Business Combination. Special Meeting of Stockholders On November 1, 2024, the Company filed a preliminary proxy statement with the SEC to amend its Certificate of Incorporation to extend the Termination Date from December 17, 2024 to the Charter Extension Date upon the deposit into the Trust Account of $ 30,000 30,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations for the three and nine months ended September 30, 2024. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Cash Held in Trust Account	Cash Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit.
Public and Private Warrants	Public and Private Warrants The Company accounts for the Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering.
Rights	Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024. The Company’s effective tax rate was (1.4) (15.6) (5.1) (11.0) 21
Franchise Taxes	Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware.
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 financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at September 30, 2024 $ 5,793,629 $ 5,793,629 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and nine months ended September 30, 2024. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (883,742 ) Denominator: Weighted-average shares outstanding 492,333 2,875,000 Basic and diluted net loss per share $ - $ (0.31 ) For the Three Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (103,638 ) Denominator: Weighted-average shares outstanding 1,265,429 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Nine Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (1,430,395 ) Denominator: Weighted-average shares outstanding 858,105 2,875,000 Basic and diluted net loss per share $ - $ (0.50 ) For the Nine Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (966,681 ) Denominator: Weighted-average shares outstanding 1,639,715 2,875,000 Basic and diluted net loss per share $ - $ (0.34 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the Private Placement to purchase 11,966,666
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at September 30, 2024 $ 5,793,629 $ 5,793,629 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ -
SCHEDULE OF EARNINGS PER SHARE	The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (883,742 ) Denominator: Weighted-average shares outstanding 492,333 2,875,000 Basic and diluted net loss per share $ - $ (0.31 ) For the Three Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (103,638 ) Denominator: Weighted-average shares outstanding 1,265,429 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Nine Months Ended September 30, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (1,430,395 ) Denominator: Weighted-average shares outstanding 858,105 2,875,000 Basic and diluted net loss per share $ - $ (0.50 ) For the Nine Months Ended September 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (966,681 ) Denominator: Weighted-average shares outstanding 1,639,715 2,875,000 Basic and diluted net loss per share $ - $ (0.34 )

COMMON STOCK SUBJECT TO POSSI_2

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	9 Months Ended
	Sep. 30, 2024
Common Stock Subject To Possible Redemption
SCHEDULE OF COMMON STOCK REDEMPTION	The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of September 30, 2024 and December 31, 2023: SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 1,070,000 Remeasurement of common stock subject to possible redemption 755,103 Taxes withdrawn from Trust Account (898,940 ) Redemption of common stock (8,044,313 ) Balance, December 31, 2023 12,453,412 Deposits to Trust Account 395,000 Redemption of common stock (7,367,204 ) Taxes withdrawn from Trust Account (40,050 ) Remeasurement of common stock subject to possible redemption 352,471 Balance, September 30, 2024 $ 5,793,629

NATURE OF THE BUSINESS (Details

NATURE OF THE BUSINESS (Details Narrative) - USD ($)											1 Months Ended					3 Months Ended						9 Months Ended
	Nov. 14, 2024	Jun. 03, 2024	Nov. 30, 2023	Jun. 12, 2023	Nov. 30, 2022	Aug. 16, 2022	Sep. 27, 2021	Sep. 23, 2021	Sep. 17, 2021	Mar. 16, 2021	Sep. 30, 2024	Feb. 29, 2024	Feb. 28, 2024	Nov. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 15, 2024	Jun. 12, 2024	Dec. 31, 2023	Dec. 13, 2023	Nov. 01, 2023	Jun. 13, 2023	Dec. 05, 2022
Common stock, par value											$ 0.0001					$ 0.0001						$ 0.0001				$ 0.0001
Net proceeds from IPO and sale of warrants							$ 116,150,000	$ 116,150,000
Redemption percentage																						100%
Deposits amount					$ 125,000
Redemption price per share											$ 11.77					$ 11.77						$ 11.77				$ 10.89
Value of shares redeemed											$ 7,367,204				$ 6,721,795
Number of shares outstanding											492,333					492,333						492,333				1,143,123
Business combination tangible asset				$ 5,000,001
Extension notes outstanding											$ 1,590,000					$ 1,590,000						$ 1,590,000				$ 1,195,000
Interest to pay for dissolution expenses											100,000					100,000						100,000
Effective tax description						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
Excise tax liability											154,115					154,115						154,115				$ 80,443
Shares redeemed percentage																										1%
Withdrew of interest from trust account to pay taxes												$ 40,050					$ 174,000					40,050	$ 309,851
Tax refund													$ 104,305
Payments of general operating expenses																	174,000	$ 90,000
Working capital loan																	174,000	90,000
Cash											548					548						548				$ 37,946
Working capital deficit											4,928,551					4,928,551						4,928,551
Net loss																883,742	440,207	106,446	$ 103,638	$ 458,516	$ 404,527	1,430,395	966,681
Expenses from operating activities																946,492			257,485			1,724,753	$ 1,476,911
Subsequent Event [Member]
Deposits amount	$ 30,000
First Extension Note [Member] | Sponsor [Member]
Loan amount																														$ 750,000
First Extension Note [Member] | Sponsor [Member]
Loan principal amount																														$ 750,000
Extension notes outstanding											750,000					750,000						750,000				750,000
Second Extension Note [Member] | Sponsor [Member]
Loan amount																													$ 390,000
Second Extension Note [Member] | Sponsor [Member]
Loan principal amount																													$ 390,000
Extension notes outstanding											390,000					390,000						390,000				390,000
Third Extension Note [Member] | Sponsor [Member]
Loan amount																											$ 330,000
Third Extension Note [Member] | Sponsor [Member]
Loan principal amount																											$ 330,000
Extension notes outstanding											330,000					330,000						330,000				55,000
Forth Extension Note [Member] | Subsequent Event [Member]
Loan principal amount	30,000																							$ 30,000
Forth Extension Note [Member] | Sponsor [Member]
Loan amount																									$ 180,000
Forth Extension Note [Member] | Sponsor [Member]
Loan principal amount																									$ 180,000
Extension notes outstanding											$ 120,000					120,000						$ 120,000				$ 0
Common Stock [Member]
Net loss
Extension Amendment [Member]
Deposits amount		$ 30,000	$ 55,000											$ 55,000
Number of shares redeemed														122,306
Value of shares redeemed														$ 1,322,518
Extension Amendment [Member] | Subsequent Event [Member]
Payment for deposits	$ 1,650,000
Extension Amendment [Member] | Common Stock [Member]
Number of shares redeemed		650,790	122,306	627,684	9,606,887						650,790				627,684
Redemption price per share		$ 11.32	$ 10.81	$ 10.71	$ 10.20									$ 10.81
Value of shares redeemed		$ 7,367,204	$ 1,322,518	$ 6,721,795	$ 98,000,000
Amount held in trust account				$ 13,551,331	$ 19,600,000
Number of shares outstanding		492,333		1,265,429	1,893,113																							1,143,123
Extension Amendment Proposal [Member] | Sponsor [Member]
Conversion price per share																														$ 0.50
Private Placement Warrants [Member]
Number of shares issued									10,000,000
Warrant exercise price									$ 11.50	$ 0.50
Sale of stock price per share									$ 0.50	$ 10.10
Proceeds from issuance of warrants									$ 5,000,000	$ 5,450,000
Warrant price per share											$ 0.50					$ 0.50						$ 0.50
Private Placement Warrants [Member] | First Extension Note [Member] | Sponsor [Member]
Conversion price per share																														$ 0.50
Private Placement Warrants [Member] | Second Extension Note [Member] | Sponsor [Member]
Conversion price per share																													$ 0.50
Additional Private Placement Warrants [Member]
Number of shares issued								900,000
Sale of stock price per share								$ 0.50
Proceeds from issuance of private placement								$ 450,000
IPO [Member]
Number of shares issued									10,000,000
Common stock, par value									$ 0.0001
Warrant exercise price									11.50
Sale of stock price per share									$ 10
Gross proceeds from IPO									$ 100,000,000
Over-Allotment Option [Member]
Number of shares issued								11,500,000
Number of units purchased								1,500,000
Proceeds from options exercised							$ 15,000,000
Private Placement Warrants [Member] | Extension Amendment Proposal [Member] | Common Stock [Member]
Conversion price per share																													$ 0.50

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Cash and marketable securities held in Trust Account	$ 5,793,629	$ 12,453,412
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Cash and marketable securities held in Trust Account	5,793,629	12,453,412
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Cash and marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Cash and marketable securities held in Trust Account

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic and diluted net loss per share
Allocation of net loss	$ (883,742)	$ (440,207)	$ (106,446)	$ (103,638)	$ (458,516)	$ (404,527)	$ (1,430,395)	$ (966,681)
Common Shares Subject To Redemption [Member]
Basic and diluted net loss per share
Allocation of net loss
Weighted-average shares outstanding, basic	492,333			1,265,429			858,105	1,639,715
Weighted-average shares outstanding, diluted	492,333			1,265,429			858,105	1,639,715
Basic net loss per share
Diluted net loss per share
Non Redeemable Common Shares [Member]
Basic and diluted net loss per share
Allocation of net loss	$ (883,742)			$ (103,638)			$ (1,430,395)	$ (966,681)
Weighted-average shares outstanding, basic	2,875,000			2,875,000			2,875,000	2,875,000
Weighted-average shares outstanding, diluted	2,875,000			2,875,000			2,875,000	2,875,000
Basic net loss per share	$ (0.31)			$ (0.04)			$ (0.50)	$ (0.34)
Diluted net loss per share	$ (0.31)			$ (0.04)			$ (0.50)	$ (0.34)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Sep. 27, 2021	Sep. 23, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash equivalents			$ 0		$ 0		$ 0
Net proceeds from IPO and sale of warrants	$ 116,150,000	$ 116,150,000
Redemption percentage					100%
Effective tax rate			(1.40%)	(15.60%)	(5.10%)	(11.00%)
Statutory tax rate					21%	21%
Cash FDIC insured amount			$ 250,000		$ 250,000
Redemption description					Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and nine months ended September 30, 2024.
Warrants to purchase common stock			11,966,666		11,966,666

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Sep. 23, 2021	Sep. 17, 2021	Sep. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Deferred offering costs	$ 2,923,969
Underwriting commissions and expenses	2,400,000
Deferred underwriting commissions	4,025,000		$ 4,025,000	$ 4,025,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold		10,000,000
Sale of stock price per share		$ 10
Proceeds from IPO		$ 100,000,000
Sale of stock, description of transaction		Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment (see Note 7)
Warrant price per share		$ 11.50
Deferred offering costs	$ 523,969
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,500,000
Value of units sold	$ 115,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

Nov. 14, 2024

Sep. 17, 2021

Mar. 16, 2021

Mar. 31, 2021

Sep. 30, 2024

Oct. 15, 2024

Jun. 12, 2024

Dec. 31, 2023

Dec. 13, 2023

Oct. 31, 2023

Jun. 13, 2023

Dec. 05, 2022

Related Party Transaction [Line Items]

Warrants purchase of common stock

11,966,666

Extension note balance

$ 1,590,000

$ 1,195,000

Sponsor [Member] | Administrative Support Agreement [Member]

Related Party Transaction [Line Items]

Administrative monthly fees

10,000

Related party payables

315,000

March 2021 Promissory Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 300,000

Notes outstanding amount

300,000

Promissory Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Notes outstanding amount

300,000

October 2023 Promissory Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 1,000,000

Notes outstanding amount

709,200

First Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 750,000

Extension note balance

750,000

750,000

Second Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 390,000

Extension note balance

390,000

390,000

Third Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 330,000

Extension note balance

330,000

55,000

Forth Extension Note [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 30,000

$ 30,000

Forth Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Loan principal amount

$ 180,000

Extension note balance

$ 120,000

$ 0

Extension Note [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Payment for deposits

$ 1,650,000

Private Placement Warrants [Member]

Related Party Transaction [Line Items]

Warrants purchase of common stock

10,900,000

Warrants exercise price

$ 11.50

$ 0.50

Warrants value

$ 5,000,000

$ 5,450,000

Amount deposit in trust account

$ 3,450,000

Sale of stock price per share

$ 0.50

$ 10.10

Private Placement Warrants [Member] | March 2021 Promissory Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Warrants exercise price

11.50

Conversion price

$ 0.50

Private Placement Warrants [Member] | First Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Conversion price

$ 0.50

Private Placement Warrants [Member] | Second Extension Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Conversion price

$ 0.50

Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued during period, shares

2,875,000

Stock issued during period, value

$ 25,000

Shares issued for services

337,576

Fair value of shares issued

$ 34

Sponsor [Member]

Related Party Transaction [Line Items]

Stock issued during period, shares

2,875,000

Stock issued during period, value

$ 25,000

Director [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Shares issued for services

277,576

Certain Members of Advisory Board [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Shares issued for services

60,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)					9 Months Ended
	Jul. 23, 2022	Jul. 12, 2022	Sep. 27, 2021	Sep. 23, 2021	Sep. 30, 2024	Dec. 31, 2023	Sep. 17, 2021
Loss Contingencies [Line Items]
Proceeds from sale of stock			$ 116,150,000	$ 116,150,000
Cash and noncash consideration rate		1%
Percentage of aggregate sales price of securities sold	5%
Deferred underwriting commissions				$ 4,025,000	$ 4,025,000	$ 4,025,000
Maximum [Member] | Chardan [Member]
Loss Contingencies [Line Items]
Aggregrate reimbursable out of pocket expenses					150,000
Aggregrate 3% [Member]
Loss Contingencies [Line Items]
Aggregrate value	$ 100,000,000
Aggregrate 2% [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Aggregrate value	100,000,000
Aggregrate 2% [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Aggregrate value	200,000,000
Aggregrate 1 % [Member]
Loss Contingencies [Line Items]
Aggregrate value	200,000,000
Chardan [Member]
Loss Contingencies [Line Items]
Merger and acquisition fee	$ 800,000
Percentage of aggregate value of initial public combination	1%
Deferred underwriting commissions					$ 4,025,000	$ 4,025,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Additional shares for future issuance				11,500,000
Public or Private Securities [Member]
Loss Contingencies [Line Items]
Percentage of aggregate sales price of securities sold	1%
Underwriters [Member]
Loss Contingencies [Line Items]
Shares for future issuance							1,500,000
Underwriters [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Additional shares for future issuance				1,500,000
Proceeds from sale of stock			$ 15,000,000
Cash underwriting discount per share				$ 0.20
Cash underwriting discount				$ 2,300,000
Offering expenses paid				$ 100,000

SCHEDULE OF COMMON STOCK REDEMP

SCHEDULE OF COMMON STOCK REDEMPTION (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common Stock Subject To Possible Redemption
Balance at beginning	$ 12,453,412	$ 19,571,562
Deposits to Trust Account	395,000	1,070,000
Remeasurement of common stock subject to possible redemption	352,471	755,103
Taxes withdrawn from Trust Account	(40,050)	(898,940)
Redemption of common stock	(7,367,204)	(8,044,313)
Balance at ending	$ 5,793,629	$ 12,453,412

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Sep. 17, 2021	Mar. 31, 2021	Sep. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Public Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price			$ 11.50
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value	$ 0.0001
Number of shares issued	10,000,000
Warrant exercise price	$ 11.50
Description on sale of stock	Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment (see Note 7)
Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common shares issued		2,875,000
Redemption price per share		$ 0.01
Value of common shares issued		$ 25,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise price			0.01
Share price			$ 16.50
Description on sale of stock			the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value.
Common Stock [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price			$ 9.50

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 14, 2024	Oct. 15, 2024	Nov. 30, 2022
Subsequent Event [Line Items]
Deposits amount			$ 125,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposits amount	$ 30,000
Forth Extension Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Promissory note drawdowns	$ 30,000	$ 30,000