Integrated Rail and Resources Acquisition (IRRX) 10-K 16 Apr 24 2023 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 16, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	Integrated Rail and Resources Acquisition Corp.
Entity Central Index Key	0001854795
Current Fiscal Year End Date	--12-31
Entity File Number	001-41048
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
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 W. Morse Boulevard, Suite 220
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Tax Identification Number	86-2581754
Entity Address, Postal Zip Code	32789
City Area Code	321
Local Phone Number	972-1583
ICFR Auditor Attestation Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Hartford, CT
Entity Public Float			$ 148,270,118
Document Financial Statement Error Correction [Flag]	false
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	IRRXU
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	IRRX
Entity Common Stock, Shares Outstanding		1,915,386
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	IRRXW

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 189	$ 54,173
Prepaid Expenses and Other Assets	33,590	433,578
Total Current Assets	33,779	487,751
Investments Held in Trust Account	72,731,536	237,537,270
Total Assets	72,765,315	238,025,021
Current Liabilities
Accounts Payable	0	84,488
Accrued Expenses	700,664	597,250
Accrued Franchise Tax	80,000	70,685
Accrued Excise Tax	1,741,420	0
Income taxes payable	1,177,040	341,854
Advances from Related Parties	100,770	0
Working Capital Loan—Related Party	17,935	0
Total Current Liabilities	9,271,054	1,094,277
Deferred Income Taxes	0	260,225
Warrant Liabilities	2,090,000	2,926,000
Deferred Underwriting Fee Payable	8,050,000	8,050,000
Total Liabilities	19,411,054	12,330,502
Commitments and Contingencies
Class A Common Stock Subject to Possible Redemption. 6,489,246 and 23,000,000 Shares are at Redemption Value of approximately $11.01 and $10.31 per share at December 31, 2023 and 2022, respectively.	71,474,496	237,124,704
Stockholders' Deficit:
Preference Shares, $0.0001 Par value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding	0	0
Accumulated Deficit	(18,120,810)	(11,430,760)
Total Stockholders' Deficit	(18,120,235)	(11,430,185)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	72,765,315	238,025,021
Related Party [Member]
Current Liabilities
Note Payable—Related Party	600,000	0
Sponsor [Member]
Current Liabilities
Note Payable—Sponsor	4,853,225	0
Common Class A [Member]
Current Liabilities
Class A Common Stock Subject to Possible Redemption. 6,489,246 and 23,000,000 Shares are at Redemption Value of approximately $11.01 and $10.31 per share at December 31, 2023 and 2022, respectively.	71,474,496	237,124,704
Stockholders' Deficit:
Common stock	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock	$ 575	$ 575

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred shares par or stated value per share	$ 0.0001	$ 0.0001
Preferred shares authorised	1,000,000	1,000,000
Preferred shares issued	0	0
Preferred shares outstanding	0	0
Common Class A [Member]
Common shares par or stated value per share	$ 0.0001	$ 0.0001
Common shares authorised	100,000,000	100,000,000
Common shares issued	0	0
Common shares outstanding	0	0
Temporary Equity, Shares Outstanding	6,489,246	23,000,000
Temporary Equity, Par or Stated Value Per Share	$ 11.01	$ 10.31
Common Class B [Member]
Common shares par or stated value per share	$ 0.0001	$ 0.0001
Common shares authorised	10,000,000	10,000,000
Common shares issued	5,750,000	5,750,000
Common shares outstanding	5,750,000	5,750,000

Statement of Operations

Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
EXPENSES
Operating and Formation Expenses	$ 1,391,654	$ 2,036,415
Loss from Operations	(1,391,654)	(2,036,415)
Other Income
Interest and Income Earned on Cash and Trust Investments	5,117,247	1,986,954
Unrealized gain on investments held in Trust		1,239,168
Change in fair value of warrant liabilities	836,000	8,996,400
Total Other Income, net	5,953,251	12,222,522
Income before provision for income taxes	4,561,593	10,186,107
Provision for income taxes	(1,018,482)	(602,079)
Net Income	3,543,111	9,584,028
Common Class A [Member]
Other Income
Net Income	$ 2,388,879	$ 7,667,222
Weighted Average Number of Shares Outstanding, Basi	11,900,601	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	11,900,601	23,000,000
Basic Net Income Per Share	$ 0.2	$ 0.33
Diluted Net Income Per Share	$ 0.2	$ 0.33
Common Class B [Member]
Other Income
Net Income	$ 1,154,232	$ 1,916,806
Weighted Average Number of Shares Outstanding, Basi	5,750,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	5,750,000	5,750,000
Basic Net Income Per Share	$ 0.2	$ 0.33
Diluted Net Income Per Share	$ 0.2	$ 0.33
Class A Redeemable Common Stock [Member]
Other Income
Weighted Average Number of Shares Outstanding, Basi	11,900,601	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	11,900,601	23,000,000
Class B Non Redeemable Common Stock [Member]
Other Income
Weighted Average Number of Shares Outstanding, Basi	5,750,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	5,750,000	5,750,000

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - USD ($)	Total	Common Class A [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021	$ (18,489,509)		$ 0	$ 575	$ 0	$ (18,490,084)
Beginning Balance (in shares) at Dec. 31, 2021			0	5,750,000
Proceeds from extension of business combination deadline from Sponsor	2,300,000				2,300,000
Remeasurement of Common Stock Subject to Redemption	(4,824,704)	$ (4,824,704)			(2,300,000)	(2,524,704)
Net Income	9,584,028					9,584,028
Ending Balance at Dec. 31, 2022	(11,430,185)		$ 0	$ 575	0	(11,430,760)
Ending Balance (in shares) at Dec. 31, 2022			0	5,750,000
Accrued Excise Tax on Common Stock Redemptions	(1,741,420)					(1,741,420)
Remeasurement of Common Stock Subject to Redemption	(8,491,741)	$ (8,491,741)			0	(8,491,741)
Net Income	3,543,111					3,543,111
Ending Balance at Dec. 31, 2023	$ (18,120,235)		$ 0	$ 575	$ 0	$ (18,120,810)
Ending Balance (in shares) at Dec. 31, 2023			0	5,750,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net Income	$ 3,543,111	$ 9,584,028
Adjustments to reconcile net income to net cash used in operating activities:
Interest, dividends and realized gain earned on investment held in Trust Account	(5,117,247)	(1,986,491)
Unrealized Gain on Investments held in Trust Account		(1,239,168)
Deferred Income Taxes	(260,225)	260,225
Change in fair value of warrant liabilities	(836,000)	(8,996,400)
Changes in Operating Assets and Liabilities:
Prepaid Expenses	399,988	333,455
Accounts Payable	(84,488)	64,488
Accrued Expenses	103,414	536,750
Accrued Offering Costs		(36,352)
Accrued Franchise Tax	9,315	(91,009)
Income Taxes Payable	835,186	341,854
Due to Related Party		(12,494)
Net Cash Used in Operating Activities	(1,406,946)	(1,241,114)
Cash Flows from Investing Activities:
Transfer of Funds Held in Trust for Payment of Income Tax and Franchise Tax	634,257	291,009
Cash Deposited into Trust Account	(4,853,225)
Cash withdrawn from Trust Account in connection with redemption	174,141,949
Investment of cash in Trust Account	(4,853,225)	(2,300,000)
Net Cash Provided by (Used in) Financing Activities	169,922,981	(2,008,991)
Cash Flows from Financing Activities:
Advances from related party	100,770
Proceeds from promissory note - Sponsor	4,853,225
Proceeds from promissory note – Note Payable—Related Party	600,000
Proceeds from promissory note – Working Capital Loan—Related Party	17,935
Proceeds from extension of business combination deadline from Sponsor		2,300,000
Redemption of common stock	(174,141,949)
Net Cash (Used in) Provided by Financing Activities	(168,570,019)	2,300,000
Net decrease in Cash	(53,984)	(950,105)
Cash - Beginning of Period	54,173	1,004,278
Cash - End of Period	189	54,173
Supplemental Disclosure of Cash Flow Information:
Cash paid for taxes	443,552
Supplemental Disclosure of Noncash Investing and Financing Activities:
Excise tax liability arising from redemption of Class A shares	1,741,420
Remeasurement of Common Stock Subject to Redemption	$ 8,491,741	$ 4,824,704

Description of Organization, Bu

Description of Organization, Business Operations, and Going Concern	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, and Going Concern	NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN Integrated Rail and Resources Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of December 31, 2023, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2023 related to the Company’s formation, its initial public offering (“IPO” or “Initial Public Offering”), which is described below, and, subsequent to the IPO, identifying a target company for an initial Business Combination. The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”), including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units. Each Unit consisted of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Public Shares”) and one-half one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to DHIP Natural Resources Investments, LLC (“Sponsor”), generating gross proceeds of $9,400,000, which is described in Note 4. Transaction costs amounted to $24,917,410 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of Founder Shares (as defined in Note 5 below) attributable to the anchor investors (as described in Note 3), and $591,587 of other offering costs. Initially, the Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). However, if the Company anticipated it was not able to consummate an initial Business Combination within such 12 month period, the insiders or their affiliates were entitled to, but were not obligated to, extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions were elected or an aggregate of $4,600,000, if the time to consummate a Business Combination was extended to a full 18 months). Public stockholders were not entitled to vote on or redeem their shares in connection with any such extension. In November 2022, the Sponsor deposited $2,300,000 into the trust account, as a capital contribution, to extend the deadline for an initial business combination three months to February 2023. In lieu of a second $2,300,000 extension payment for a three month extension to May 2023, a Special meeting of Stockholders was held in February 2023 that resulted in extension of the deadline to complete an initial business combination to March 15, 2023 and allowed the Company to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month through September 15, 2023. In connection with the vote on the extension Amendment at the Special Meeting, stockholders holding a total of 9,155,918 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata of the funds in the Company’s trust account. As a result, $94,489,075 (approximately $10.32 per share) was withdrawn from the trust account to pay such holders. Our Sponsor deposited $692,204 each month from February 2023 through July 2023 as a sponsor loan into the Trust Account, extending the deadline for an initial business combination by one month each time to August 15, 2023. On August 8, 2023, the Company held the Annual Meeting. Stockholders voted on the Second Extension Amendment Proposal and other proposals. The Second Extension Amendment Proposal permitted an extension of the date by which the Company has to consummate a business combination until February 15, 2024. If the Company is unable to complete a Business Combination by the applicable deadline or by February 15, 2024, (the “Combination Period”), (1) the Company effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock (“Class A common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from August 15, 2023 to September 15, 2023, and to allow the Company, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additional one (1) month each time after September 15, 2023 or later extended deadline date, by resolution of the Company’s board of directors (the “Board”), if requested by the Sponsor, upon five days’ advance notice prior to the applicable deadline date, until February 15, 2024, or a total of up to six (6) months after August 15, 2023 (such date as previously extended), unless the closing of a business combination shall have occurred prior thereto. In connection with the vote on the extension Amendment at the Annual Meeting, stockholders holding a total of 7,354,836 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $79,652,874 (approximately $10.83 per share) was removed from the Company’s trust account to pay such holders. Following redemptions, and as the filing of this report, the Company has 6,489,246 shares outstanding. The Sponsor deposited $140,000, monthly, from August 2023 to December 2023, as a sponsor loan into the Trust Account, further extending the deadline for an initial business combination from August 15, 2023, to December 15, 2023. During the period ended December 31, 2023, the Company has deposited a total of $4,853,225 for extension purposes. On February 12, 2024 at a Special Meeting in Lieu of an Annual Meetings of Stockholders of the Company (the “Special Meeting”), the Company filed a Third Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 12, 2024 following stockholder approval of a proposal (the “Third Extension Amendment Proposal”) to extend the date by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from February 15, 2024 to March 15, 2024, by depositing (or causing to be deposited) into the trust account (the “Trust Account”) $50,000 for such one-month one-month On October 13 , 2023, November 15, 2023, December 15, 2023, and January 15, 2024 the Sponsor made deposits to the Trust Account of $140,000, respectively, further, on February 15, 2024, March 15, 2024 and April 15, 2024 the Sponsor made deposits to the trust account of $50,000 respectively to further extend the period to consummate the Business Combination to May 15, 2024 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation in the event the stockholders of the Company approve a further amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate the Business Combination) (see Note 5). If the Company is unable to complete a Business Combination, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Company’s management had broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds were applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Following the closing of the IPO on November 16, 2021, management agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, would be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificates of amendment on February 9, 2023 and August 8, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the combination period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the combination period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the combination period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern At December 31, 2023, the Company had $189 in cash and $9,237,275 in working capital deficit. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40, Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with 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 expenses during the reporting p eriod 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income per share is the same as basic income per share for the periods presented. As of December 31, 2023 and 2022 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December For the Year Ended December Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,388,879 $ 1,154,232 $ 7,667,222 $ 1,916,806 Denominator: Basic and diluted weighted average common shares 11,900,601 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common stock $ 0.20 $ 0.20 $ 0.33 $ 0.33 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2023 and 2022, 6,489,246 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2023 and 2022, the Common Stock reflected in the balance sheets are reconciled in the following table: Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704 Less: Redemption of Common Stock (174,141,949 ) Plus: Remeasurement of Class A common stock subject to possible redemption 8,491,741 Class A Common stock subject to possible redemption, December 31, 2023 $ 71,474,496 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguished 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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC340-10-S99-1 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheets for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Stock-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, 2023-09”), 2023-09 2023-09 2023-09. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account As of December 31, 2023, the Company had $72,731,536 of Money Market Funds which are invested primarily in U.S. Treasury Securities and cash funds held in the Trust Account. During the year ended December 31, 2023, the Company used $634,257, of interest earned in the Trust Account to pay federal and state taxes. During the year ended December 31, 2023, the Company paid $174,141,949 from the funds held in Trust related to redemption of Class A Common Stock as a result of the Special Meeting that occurred in February 2023 and August 2023 to extend the business combination date. As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. During the year ended December 31, 2022, the Company used $291,009 of interest earned in the Trust Account to pay taxes. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. Management has established a liability in the amount of $1,741,420 related to the excise tax included in current liabilities on the Company’s balance sheets as of December 31, 2023. The Company confirms that when the extension is implemented, it will not withdraw any funds from the trust account, including interest earned on the funds held in the trust account, to pay for the 1% excise tax that may become due under the IR Act.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Initial Public Offering	NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and one-half Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and have reduced the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the Founder Shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ deficit and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate). Each whole Private Placement Warrant is exercisable for one non-redeemable

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “Founder Shares”). On April 5, 2021, the Sponsor transferred interests in the Sponsor that corresponded with 25,000 Founder Shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., our independent director nominees. In relation to the Initial Public Offering, an aggregate of 1,515,160 Founder Shares were cancelled by the Sponsor and transferred by us to our anchor investors in the IPO. Amounts previously reported as Class B common stock were retrospectively restated to account for this transaction. On March 7, 2022, Nathan Asplund tendered the return of his interest in the Sponsor (that corresponded with 25,000 Founder Shares) in relation to his resignation from the Board of Directors and the Sponsor transferred an interest in the Sponsor that corresponded with 25,000 Founder Shares to Troy Welch, who was elected to the Board of Directors on March 4, 2022 to fill the vacancy. Notwithstanding the foregoing, the Sponsor retains all voting and disposition rights in the founders shares held by the Sponsor. The Company determined the fair value of the share-based compensation related to the transfer of interests in the Sponsor (that corresponded to Founder Shares), to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share based compensation was $667,250 based on grant date fair value estimates of $6.63 and $6.80 at April 5, 2021 and March 7, 2022, respectively. On November 15, 2022, the Company’s CEO Richard Bertel, CFO Christopher Bertel, Vice President Edmund Underwood, director Rollin Bredenberg, and director Troy Welch tendered their resignation from the Company. In relation to such resignations, Mr. Bredenberg, Mr. Welch, and Mr. Underwood each tendered the return of their interest in the Sponsor (that corresponded with 25,000 Founder Shares) on November 21, 2022. The Company replaced the departed directors with Ronald Curt Copley, and Jason Reeves. On December 22, 2022, and December 24, 2022, the Sponsor transferred an interest in the Sponsor that corresponded with 25,000 Founder Shares to Ronald Curt Copley and Jason Reeves, respectively, as independent director nominees. The Company determined the fair value of the share-based compensation related to the transfer of the Sponsor interest (corresponding with Founder Shares), to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $74,637 based on grant date fair value estimates of $1.49 at both December 22, 2022, and December 24, 2022. The Initial Stockholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of an initial Business Combination and (B) subsequent to an initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans The Sponsor agreed to loan the Company up to $1,500,000 to be used for working capital purposes through the earlier of December 31, 2021 or the closing of the Initial Public Offering. At March 25, 2022 the Sponsor agreed to loan the Company up to $1,500,000 to be used for working capital purposes through April 1, 2023, as funds are necessary. Such loans would be non-interest On January 12, 2023, the Company issued an unsecured promissory note to Trident Point 2, LLC (“Note Payable-Related Party”), a related party through common ownership, pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination. All unpaid principal under the Note Payable-Related Party was due and payable in full on the earlier of September 15, 2023 and the date on which the Company consummated an initial business combination. Pursuant to the terms of such note, Trident Point 2 has the option at any time prior to September 15, 2023 to convert amounts outstanding, up to $600,000, into warrants to purchase the Company’s shares of Class A common stock at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s IPO. As of the date of this report, the Company has borrowed $600,000 on the promissory note. In May 2023, the Company issued an amended and restated unsecured promissory note, dated as of January 1 On April 13, 2023, The Company issued an unsecure promissory note to the Sponsor (“Note Payable—Sponsor”), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $4,153,244. All unpaid principal under the Note Payable—Sponsor will be due and payable in full on December 15, 2023 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation in the event the stockholders of the Company approve a further amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate the Business Combination) and the date on which the Company consummated the Business Combination. On August 14, 2023, the Company amended the original promissory note and increased the borrowing limit up to $8,400,000 from the Sponsor to fund costs related to the extension of the date by which the Company must consummate an initial business combination pursuant to the Amended and Restated Certificate of Incorporation. As of December 31, 2023 the Company may still draw $3,546,775 on the note. In connection with the loans mentioned above, the sponsor made six monthly deposits to the Trust Account of $692,204 from February 2023 through July 2023. Additionally, they made six monthly deposits of $140,000 to the Trust Account during August 2023, September 2023, October 2023, November 2023, December 2023 and January 2024 into the Trust Account to extend the deadline for consummating a business combination to February 15, 2024 under the Note Payable-Sponsor. Subsequent to these financial statements, the Sponsor made deposits to the Trust Account of $50,000 during February 2024, March 2024 and April 2024, respectively, to further extend the period to consummate the Business Combination to May 15, 2024 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation in the event the stockholders of the Company approve a further amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate the Business Combination). On September 14, 2023, the Company issued an unsecured promissory note to the Sponsor (“Working Capital Loan—Related Party”), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $17,935 from the Lender in order to fund costs reasonably related to an initial business combination for the Company. No interest shall accrue on the unpaid principal balance of this Promissory Note. All unpaid principal under the Promissory Note will be due and payable in full on the earlier of (i) February 15, 2024 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation) in the event the stockholders of the Company approve a further amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate the Business Combination) and (ii) the date on which the Company consummates the Business Combination. During December 2023, the Sponsor of the Company paid operating expenses on behalf of the Company totaling $110,770. These amounts were reflected on the balance sheets Advances from Related Parties. The advances were non-interest bearing Administrative Services Agreement The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of an initial Business Combination and the liquidation, which provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-pocket

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6 – COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement signed in relation to the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate in relation to the Initial Public Officer, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, payable to the underwriters for deferred underwriting commissions in relation to the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC815-40. re-measurement re-measurement, Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Investment Banking Advisory Agreement The Company has entered into an investment banking advisory services agreement pursuant to which fees will be paid upon the closing of an acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to 0.65% of the acquisition value if the acquisition value exceeds $900 million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the financial statements.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2023
Warrant liabilities [Abstract]
Warrant Liabilities	NOTE 7 – WARRANT LIABILITIES The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty trading-day The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor, the affiliates of the Sponsor, or its permitted transferees.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Tax	NOTE 8 – INCOME TAX The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: 12/31/2023 12/31/2022 Federal Current expense/(benefit) $ 1,278,707 $ 341,854 Deferred expense/(benefit) (496,333 ) 48,264 State and Local Current —  —  Deferred —  —  Change in valuation allowance 236,108 211,961 Income tax provision expense/(benefit) $ 1,018,482 $ 602,079 The Company’s net deferred tax assets are as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Deferred tax assets (liability) Net operating loss carryforward $ —  —  Startup/Organization Expenses 538,717 302,609 Stock – based compensation —  —  Unrealized gain/loss – Trust —  (260,225 ) Business combination expenses —  —  Total deferred tax Assets 538,717 42,384 Valuation Allowance (538,717 ) (302,609 ) Deferred tax asset (liability), net of allowance $ —  (260,225 ) As of December 31, 2023 and 2022, the Company had no U.S. federal net operating loss carryovers available to offset taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in valuation allowance was $211,961. For the year ended December 31, 2023, the change in valuation allowance was $236,108. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % Business Combination Costs 0.00 % 1.38 % Permanent Difference - Change in FV of Warrant -3.80 % -18.55 % Valuation allowance 5.20 % 2.08 % Income tax provision 22.40 % 5.91 % The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2023
Shareholders Equity [Abstract]
Stockholders' Deficit	NOTE 9 – STOCKHOLDERS’ DEFICIT Class A common stock Class B common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preferred Shares

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10 – FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust—Money Market Funds which are primarily invest in U.S. Treasury securities $ 72,731,536 $ 72,731,536 $ —  $ —  Liabilities Warrant Liability—Public Warrants $ 1,150,000 $ 1,150,000 $ —  $ —  Warrant Liability—Private Placement Warrants 940,000 —  —  940,000 Total Warrant Liabilities $ 2,090,000 $ 1,150,000 $ —  $ 940,000 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust—US Treasury Fund $ 237,537,270 $ 237,537,270 $ —  $ —  Liabilities Warrant Liability—Public Warrants $ 1,610,000 $ 1,610,000 $ —  $ —  Warrant Liability—Private Placement Warrants 1,316,000 —  —  1,316,000 Total Warrant Liabilities $ 2,926,000 $ 1,610,000 $ —  $ 1,316,000 As of December 31, 2023 and 2022, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The Company transferred public warrants from Level 3 to Level 1 during the year ended December 31, 2022, as they began actively trading on January 3, 2022. The Private Placement Warrants were accounted for as liabilities in accordance with ASC815-40 At December 31, 2023 and 2022, the Company utilized an independent third party to value the Public and Private Warrants based upon a binomial options pricing model using Level 3 inputs. As of December 31, 2022, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides the significant inputs to the independent third party’s pricing model for the fair value of the Private Placement Warrants: At December 31, 2023 At December 31, 2022 Share Price $ 10.99 $ 10.30 Exercise Price $ 11.50 $ 11.50 Years to Expiration 5.13 5.13 Volatility 2.6 % 3.40 % Risk-Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.10 $ 0.140 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Liabilities Fair Value at January 1, 2023 $ 1,316,000 Change in Fair Value (376,000 ) Fair Value at December 31, 2023 $ 940,000 Investments Held in Trust At December 31, 2022, the Company held $237,537,270 of Investments in the Trust Account at fair value in United States Treasury Bills. At December 31, 2023, the Company held $72,731,536 of Money Market Funds which are invested primarily in U.S. Treasury Securities . The assets held in the Trust Account at December 31, 2023 and 2022 within the balance sheets represent a Level 1 fair value measurement based upon the observable valuation nature of the respective investments.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 8, 2024, the Company issued an additional unsecured promissory note to Trident Point 2, LLC, a Delaware limited liability company (the “Lender”), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $750,000 from the Lender in order to fund costs reasonably related to an initial business combination for the Company, including without limitation both the daily operations of the Corporation prior to an initial business combination and potential monthly extensions to the time period for the Corporation to enter into and complete an initial business combination. No interest shall accrue on the unpaid principal balance of the Promissory Note. All unpaid principal under the Promissory Note will be due and payable in full on the earlier of (i) November 15, 2024 or (ii) the date on which the Company consummates an initial business combination. On January 31, 2024, the record date for the Special Meeting held on February 12, 2024, there were 12,239,246 shares of Class A common stock and Class B common stock of the Company (collectively, the “common stock”) entitled to be voted at the Special Meeting. At the Special Meeting, 9,014,542 shares of common stock of the Company or 73.65% of the shares entitled to vote at the Special Meeting were represented in person or by proxy. Stockholders voted on the Third Extension Amendment Proposal, the Director Proposal, the Auditor Proposal and the Adjournment Proposal. In connection with the vote on the Third Extension Amendment Proposal at the Special Meeting, stockholders holding a total of 4,573,860 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $50,312,460 (approximately $11.00 per share) will be removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company will have 7,665,386 shares outstanding, between Class A and Class B Common Stock. On March 11, 2024, the Company, received correspondence from the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s Class A common stock, par value $0.0001 per share, one-half The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. Application to the Securities and Exchange Commission to delist the Company’s Class A Common Stock, Units, and Warrants is pending, subject to the completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. On March 26, 2023 our securities were delisted from the NYSE. Effective as of March 12, 2024, our securities may be quoted and traded in the over-the-counter

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with 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 expenses during the reporting p eriod 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net Income Per Common Share	Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income per share is the same as basic income per share for the periods presented. As of December 31, 2023 and 2022 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December For the Year Ended December Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,388,879 $ 1,154,232 $ 7,667,222 $ 1,916,806 Denominator: Basic and diluted weighted average common shares 11,900,601 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common stock $ 0.20 $ 0.20 $ 0.33 $ 0.33
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2023 and 2022, 6,489,246 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2023 and 2022, the Common Stock reflected in the balance sheets are reconciled in the following table: Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704 Less: Redemption of Common Stock (174,141,949 ) Plus: Remeasurement of Class A common stock subject to possible redemption 8,491,741 Class A Common stock subject to possible redemption, December 31, 2023 $ 71,474,496
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguished 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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC340-10-S99-1
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheets for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Stock-based Compensation	Stock-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, 2023-09”), 2023-09 2023-09 2023-09. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
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 had no cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2023, the Company had $72,731,536 of Money Market Funds which are invested primarily in U.S. Treasury Securities and cash funds held in the Trust Account. During the year ended December 31, 2023, the Company used $634,257, of interest earned in the Trust Account to pay federal and state taxes. During the year ended December 31, 2023, the Company paid $174,141,949 from the funds held in Trust related to redemption of Class A Common Stock as a result of the Special Meeting that occurred in February 2023 and August 2023 to extend the business combination date. As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. During the year ended December 31, 2022, the Company used $291,009 of interest earned in the Trust Account to pay taxes.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. Management has established a liability in the amount of $1,741,420 related to the excise tax included in current liabilities on the Company’s balance sheets as of December 31, 2023. The Company confirms that when the extension is implemented, it will not withdraw any funds from the trust account, including interest earned on the funds held in the trust account, to pay for the 1% excise tax that may become due under the IR Act.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income Per Common Share	The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December For the Year Ended December Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,388,879 $ 1,154,232 $ 7,667,222 $ 1,916,806 Denominator: Basic and diluted weighted average common shares 11,900,601 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common stock $ 0.20 $ 0.20 $ 0.33 $ 0.33
Schedule Of Class A Common Stock Subject to Possible Redemption	At December 31, 2023 and 2022, the Common Stock reflected in the balance sheets are reconciled in the following table: Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704 Less: Redemption of Common Stock (174,141,949 ) Plus: Remeasurement of Class A common stock subject to possible redemption 8,491,741 Class A Common stock subject to possible redemption, December 31, 2023 $ 71,474,496

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Summary of the Income Tax Provision	The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: 12/31/2023 12/31/2022 Federal Current expense/(benefit) $ 1,278,707 $ 341,854 Deferred expense/(benefit) (496,333 ) 48,264 State and Local Current —  —  Deferred —  —  Change in valuation allowance 236,108 211,961 Income tax provision expense/(benefit) $ 1,018,482 $ 602,079
Summary of the Company's Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Deferred tax assets (liability) Net operating loss carryforward $ —  —  Startup/Organization Expenses 538,717 302,609 Stock – based compensation —  —  Unrealized gain/loss – Trust —  (260,225 ) Business combination expenses —  —  Total deferred tax Assets 538,717 42,384 Valuation Allowance (538,717 ) (302,609 ) Deferred tax asset (liability), net of allowance $ —  (260,225 )
Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % Business Combination Costs 0.00 % 1.38 % Permanent Difference - Change in FV of Warrant -3.80 % -18.55 % Valuation allowance 5.20 % 2.08 % Income tax provision 22.40 % 5.91 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust—Money Market Funds which are primarily invest in U.S. Treasury securities $ 72,731,536 $ 72,731,536 $ —  $ —  Liabilities Warrant Liability—Public Warrants $ 1,150,000 $ 1,150,000 $ —  $ —  Warrant Liability—Private Placement Warrants 940,000 —  —  940,000 Total Warrant Liabilities $ 2,090,000 $ 1,150,000 $ —  $ 940,000 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust—US Treasury Fund $ 237,537,270 $ 237,537,270 $ —  $ —  Liabilities Warrant Liability—Public Warrants $ 1,610,000 $ 1,610,000 $ —  $ —  Warrant Liability—Private Placement Warrants 1,316,000 —  —  1,316,000 Total Warrant Liabilities $ 2,926,000 $ 1,610,000 $ —  $ 1,316,000
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]	The following table provides the significant inputs to the independent third party’s pricing model for the fair value of the Private Placement Warrants: At December 31, 2023 At December 31, 2022 Share Price $ 10.99 $ 10.30 Exercise Price $ 11.50 $ 11.50 Years to Expiration 5.13 5.13 Volatility 2.6 % 3.40 % Risk-Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.10 $ 0.140
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Liabilities Fair Value at January 1, 2023 $ 1,316,000 Change in Fair Value (376,000 ) Fair Value at December 31, 2023 $ 940,000

Description of Organization, _2

Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($)														1 Months Ended															12 Months Ended
	Apr. 15, 2024	Mar. 15, 2024	Feb. 15, 2024	Feb. 12, 2024	Jan. 31, 2024	Jan. 15, 2024	Dec. 15, 2023	Nov. 15, 2023	Oct. 13, 2023	Aug. 08, 2023	Feb. 28, 2023	Nov. 16, 2021	Nov. 11, 2021	Apr. 30, 2024	Mar. 31, 2024	Feb. 29, 2024	Jan. 31, 2024	Dec. 31, 2023	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2023	Aug. 31, 2023	Jul. 31, 2023	Jun. 30, 2023	May 31, 2023	Apr. 30, 2023	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 11, 2024	Nov. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation																													Mar. 12, 2021
Proceeds from initial public offer gross													$ 232,300,000
Total transaction costs associated with initial public offering													24,917,410
Deferred underwriting fees payable													8,050,000
Excess fair value of founder shares attributable to anchor investors													11,675,823
Other offering costs													$ 591,587
Term of restricted investments													185 days
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax																		80%											80%
Payment of cash underwriting discount													$ 4,600,000
Temporary equity redemption price per share																		$ 10.1											$ 10.1
Percentage of public shareholding to be redeemed in case of non occurrence of business combination																		100%											100%
Estimated amount of expenses payable on dissolution																		$ 100,000											$ 100,000
Per share amount to be maintained in the trust account for redemption																		$ 10.1											$ 10.1
Percentage of the public shares redeemable in case business combination is not consummated																		100%											100%
Cash																		$ 189											$ 189	$ 54,173
Threshold period from the closing of initial public offering to consummate an initial business combination																													12 months
Extended Period to consummate a buiness combination for each time																													3 months
Total period including extended from the closing of initial public offering to consummate an initial business combination																													18 months
Per unit amount to be maintained in trust account																		$ 0.1											$ 0.1
Per share amount elected in the event of period extension																		$ 10.3											$ 10.3
Common shares par or stated value per share												$ 0.0001
Cash withdrawn from Trust Account Per Share for payment to redeeming stockholders										$ 10.83	$ 10.32
Stock Redeemed or Called During Period, Shares										7,354,836	9,155,918
Assets Held-in-trust										$ 79,652,874	$ 94,489,075																	$ 94,489,075
Percentage of common stock to be redeemed				100%						100%
Payments to acquire restricted investments																													$ 4,853,225	$ 2,300,000
Common shares outstanding										6,489,246
Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity method investment ownership percentage																		50%											50%
Second Extension [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payment by sponsor for each extension																		$ 2,300,000											$ 2,300,000
Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common shares par or stated value per share																															$ 0.0001
Cash withdrawn from Trust Account Per Share for payment to redeeming stockholders					$ 11
Stock Redeemed or Called During Period, Shares					4,573,860
Assets Held-in-trust					$ 50,312,460												$ 50,312,460
Post Business Combination Net Worth Requirement to Effect Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Networth needed post business combination																		$ 5,000,001											$ 5,000,001
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share												11.5
Warrant exercise price												$ 11.5
Common shares par or stated value per share																		$ 0.0001											$ 0.0001	$ 0.0001
Common shares outstanding																		0											0	0
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments																							$ 692,204	$ 692,204	$ 692,204	$ 692,204	$ 692,204	692,204
Sponsor [Member] | Three months to February 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to Related Parties, Current																																$ 2,300,000
Sponsor [Member] | One Month Ended August 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments																						$ 140,000
Sponsor [Member] | One Month Ended September 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments																					$ 140,000
Sponsor [Member] | One Month Ended October 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments									$ 140,000											$ 140,000
Sponsor [Member] | One Month Ended November 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments								$ 140,000											$ 140,000
Sponsor [Member] | One Month Ended December 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments							$ 140,000											$ 140,000
Sponsor [Member] | Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Commitment to contribute additional funds into the trust account				$ 50,000
Sponsor [Member] | Subsequent Event [Member] | One Month Ended January 2024 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments						$ 140,000											$ 140,000
Sponsor [Member] | Subsequent Event [Member] | One Month Ended February 2024 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments			$ 50,000													$ 50,000
Sponsor [Member] | Subsequent Event [Member] | One Month Ended March 2024 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments		$ 50,000													$ 50,000
Sponsor [Member] | Subsequent Event [Member] | One Month Ended April 2024 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments	$ 50,000													$ 50,000
Related Party [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to Related Parties, Current																		600,000											$ 600,000	$ 0
Other receivables net current											$ 692,204												$ 692,204	$ 692,204	$ 692,204	$ 692,204	$ 692,204	$ 692,204
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares												23,000,000
Sale of stock issue price per share												$ 10	$ 10.1
Proceeds from initial public offer gross												$ 230,000,000	$ 232,300,000
Class of warrants or rights issue price per warrant												$ 10.1
Term of restricted investments												185 days
Cash																		189											189
Working Capital																		$ 9,237,275											$ 9,237,275
Warrant exercise price												$ 11.5
IPO [Member] | Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of the public shareholding eligible for transfer without restriction																		15%											15%
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares												3,000,000
Over-Allotment Option [Member] | Overallotment Exercised In Full Two [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold amount to be maintained in trust account if underwriters overallotment exercised in full																													$ 2,300,000
Over-Allotment Option [Member] | Elected Period Of Extension Two [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full																													$ 4,600,000
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares												9,400,000
Class of warrants or rights number of warrants issued during the period												9,400,000
Class of warrants or rights issue price per warrant												$ 1
Proceeds from issue of warrants												$ 9,400,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income Per Common Share (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Allocation of net income	$ 3,543,111	$ 9,584,028
Common Class A [Member]
Numerator:
Allocation of net income	$ 2,388,879	$ 7,667,222
Denominator:
Weighted Average Common Shares Outstanding, Basic	11,900,601	23,000,000
Weighted Average Common Shares Outstanding, Diluted	11,900,601	23,000,000
Basic Net Income Per Share	$ 0.2	$ 0.33
Diluted Net Income Per Share	$ 0.2	$ 0.33
Common Class B [Member]
Numerator:
Allocation of net income	$ 1,154,232	$ 1,916,806
Denominator:
Weighted Average Common Shares Outstanding, Basic	5,750,000	5,750,000
Weighted Average Common Shares Outstanding, Diluted	5,750,000	5,750,000
Basic Net Income Per Share	$ 0.2	$ 0.33
Diluted Net Income Per Share	$ 0.2	$ 0.33

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Remeasurement of Class A common stock subject to possible redemption	$ 8,491,741	$ 4,824,704
Class A Common stock subject to possible redemption	71,474,496	237,124,704
Common Class A [Member]
Temporary Equity Disclosure [Abstract]
Remeasurement of Class A common stock subject to possible redemption	8,491,741	4,824,704
Redemption of Common Stock	(174,141,949)
Class A Common stock subject to possible redemption	$ 71,474,496	$ 237,124,704	$ 232,300,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Aug. 16, 2022
Summary Of Significant Accounting Policies [Line Items]
Cash insured with federal insurance corporation	$ 250,000
Cash equivalents	0	$ 0
Investments Held in Trust Account	72,731,536	237,537,270
Dissolution Expense	100,000
Investment Income, Interest	634,257	$ 291,009
Excise tax rate			1%
Excise tax payable	$ 1,741,420
Percentage of excise tax become due	1%
Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Weighted Average Number Diluted Shares Outstanding Adjustment	20,900,000
Common Class A [Member]
Summary Of Significant Accounting Policies [Line Items]
Common shares subject to possible redemption	6,489,246	23,000,000
Amount used from the trust account to pay temporary equity holders	$ 174,141,949

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 16, 2021	Dec. 31, 2023	Nov. 11, 2021
Subsidiary, Sale of Stock [Line Items]
Estimated fair value of the shares		$ 7.71
Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors	$ 11,675,823
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share	$ 11.5
Founder Shares [Member] | Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	1,515,160
Shares issued price per share	$ 0.004
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	23,000,000
Sale of stock issue price per share	$ 10		$ 10.1
IPO [Member] | Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	20,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	3,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Nov. 16, 2021	Nov. 11, 2021
Disclosure Of Private Placement [Line Items]
Proceeds from initial public offer gross		$ 232,300,000
Common Class A [Member]
Disclosure Of Private Placement [Line Items]
Class of warrants or rights number of securities called by each warrant or right	1
Class of warrants or rights exercise price of warrants or rights	$ 11.5
Private Placement [Member]
Disclosure Of Private Placement [Line Items]
Shares issued during the period new issues shares	9,400,000
Shares Issued, Price Per Share	$ 1
Proceeds from issuance of private placement	$ 9,400,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)

1 Months Ended

4 Months Ended

12 Months Ended

Apr. 15, 2024 USD ($)

Mar. 15, 2024 USD ($)

Feb. 15, 2024 USD ($)

Feb. 08, 2024 USD ($)

Jan. 31, 2024 shares

Jan. 15, 2024 USD ($)

Dec. 15, 2023 USD ($)

Nov. 15, 2023 USD ($)

Oct. 13, 2023 USD ($)

Sep. 15, 2023 USD ($) $ / shares

Sep. 14, 2023 USD ($)

Aug. 08, 2023 shares

Apr. 13, 2023 USD ($)

Feb. 28, 2023 shares

Jan. 12, 2023 USD ($)

Dec. 24, 2022 $ / shares shares

Dec. 22, 2022 $ / shares shares

Nov. 15, 2022 shares

Mar. 07, 2022 USD ($) $ / shares shares

Apr. 05, 2021 $ / shares shares

Mar. 12, 2021 USD ($)

Apr. 30, 2024 USD ($)

Mar. 31, 2024 USD ($)

Feb. 29, 2024 USD ($)

Jan. 31, 2024 USD ($)

Dec. 31, 2023 USD ($) $ / shares

Nov. 30, 2023 USD ($)

Oct. 31, 2023 USD ($)

Sep. 30, 2023 USD ($)

Aug. 31, 2023 USD ($)

Jul. 31, 2023 USD ($)

Jun. 30, 2023 USD ($)

May 31, 2023 USD ($)

Apr. 30, 2023 USD ($)

Mar. 31, 2023 USD ($)

Feb. 28, 2023 USD ($)

Jun. 30, 2021 $ / shares

Dec. 31, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Mar. 11, 2024 $ / shares

Aug. 14, 2023 USD ($)

Mar. 25, 2022 USD ($)

Nov. 16, 2021 $ / shares

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 1,500,000

$ 1,500,000

Stock Called the During Period, Shares | shares

7,354,836

9,155,918

Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares

74,637

74,637

667,250

Share-based compensation arrangement by share-based payment award options grants date fair value | $ / shares

$ 1.49

$ 1.49

$ 6.8

$ 6.63

Proceeds from Related Party Debt

$ 600,000

Payments to acquire restricted investments

4,853,225

$ 2,300,000

Common shares par or stated value per share | $ / shares

$ 0.0001

Debt Instrument, Unused Borrowing Capacity, Amount

3,546,775

3,546,775

Subsequent Event [Member]

Related Party Transaction [Line Items]

Stock Called the During Period, Shares | shares

4,573,860

Proceeds from Related Party Debt

$ 750,000

Revised date for consummation of business combination

May 15, 2024

Common shares par or stated value per share | $ / shares

$ 0.0001

Promissory Note [Member]

Related Party Transaction [Line Items]

Due to related party

$ 600,000

Unsecured Promissory Note [Member]

Related Party Transaction [Line Items]

Debt Instrument, Payment Terms

payable in full on the earlier of (i) February 15, 2024 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation) in the event the stockholders of the Company approve a further amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate the Business Combination) and (ii) the date on which the Company consummates the Business Combination.

Debt Instrument, Interest Rate During Period

0%

Administrative Support Agreement [Member]

Related Party Transaction [Line Items]

Due to related party

10,000

Operating expenses

$ 120,000

$ 100,000

Sponsor [Member]

Related Party Transaction [Line Items]

Stock issued during period value new issues

$ 25,000

Waived period

7 months

2 months

Waiver of administrative fees

$ 70,000

$ 20,000

Operating expenses

110,770

Advances From Related Parties

110,770

$ 110,770

$ 0

Payments to acquire restricted investments

$ 692,204

$ 692,204

$ 692,204

$ 692,204

$ 692,204

$ 692,204

Sponsor [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 4,153,244

Sponsor [Member] | Unsecured Promissory Note [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 17,935

$ 8,400,000

Sponsor [Member] | Working Capital Loans [Member]

Related Party Transaction [Line Items]

Additional committed fund amount by related party for working capital deficiencies or finance transaction costs

$ 1,500,000

Trident Point Two LLC [Member]

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 600,000

Common shares par or stated value per share | $ / shares

$ 11.5

Debt Instrument, Convertible, Number of Equity Instruments

600,000

One Month Ended August Two Thousand And Twenty Three [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

One Month Ended September Two Thousand And Twenty Three [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

One Month Ended October Two Thousand And Twenty Three [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

$ 140,000

One Month Ended November Two Thousand And Twenty Three [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

$ 140,000

One Month Ended December Two Thousand And Twenty Three [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

$ 140,000

One Month Ended January Two Thousand And Twenty Four [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 140,000

$ 140,000

One Month Ended February Two Thousand And Twenty Four [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 50,000

$ 50,000

One Month Ended March Two Thousand And Twenty Four [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 50,000

$ 50,000

One Month Ended April Two Thousand And Twenty Four [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Payments to acquire restricted investments

$ 50,000

$ 50,000

Common Class A [Member]

Related Party Transaction [Line Items]

Common shares par or stated value per share | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Common Class A [Member] | Trident Point Two LLC [Member]

Related Party Transaction [Line Items]

Debt Instrument, Convertible, Conversion Price | $ / shares

$ 1

Common Class B [Member]

Related Party Transaction [Line Items]

Number of shares forfeited during the period. | shares

1,515,160

Common shares par or stated value per share | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Founder Shares [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Stock issued during period value new issues

$ 5,750,000

Issuance of ordinary shares to Sponsor | shares

25,000

25,000

Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination

1 year

Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger | $ / shares

$ 12

Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days

20 days

Threshold period after business combination in which specified trading days within any specified trading day period commences

150 days

Founder Shares [Member] | Sponsor [Member] | Nathan Asplund [Member]

Related Party Transaction [Line Items]

Stock issued during the period for services value

$ 25,000

Stock Called the During Period, Shares | shares

25,000

Founder Shares [Member] | Sponsor [Member] | Maximum [Member]

Related Party Transaction [Line Items]

Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days

30 days

Founder Shares [Member] | Ronald Curt Copley [Member]

Related Party Transaction [Line Items]

Issuance of ordinary shares to Sponsor | shares

25,000

Founder Shares [Member] | Jason Reeves [Member]

Related Party Transaction [Line Items]

Issuance of ordinary shares to Sponsor | shares

25,000

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Class of warrants or rights warrants issued during the period units | shares	20,900,000
Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration	20 days
Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination	30 days
Public Warrants [Member]
Class of warrants or rights warrants issued during the period units | shares	11,500,000
Private placement warrant [Member]
Class of warrants or rights warrants issued during the period units | shares	9,400,000
Underwriting Agreement [Member]
Underwriting Discount Per Unit | $ / shares	$ 0.2
Underwriting Discount Value	$ 4,600,000
Underwriting Commission Per Unit | $ / shares	$ 0.35
Underwriting Commission	$ 8,050,000
Investment Banking Advisory Agreement [Member]
Contingent fee expected to be charged, Amount	$ 4,250,000
Contingent fee expected to be charged, Percentage of the Acquisition Value	0.65%
Acquisition value	$ 900,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Nov. 16, 2021
Number of days after the consummation of business combination for warrants to be excercised		30 days
Number of trading days for determning the excercie price of warrants		10 days
Share Price Trigerring The Redemption Of Warrants One [Member]
Share Price	$ 18
Class of warrants or rights redemption price per unit	$ 0.01
Minimum notice period to be given to holders of warrants prior to redemption	30 days
Public Warrants [Member]
Class of warrants or rights exercise price of warrants or rights	$ 11.5
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants One [Member]
Share Price	18
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]
Shares issued price per share	$ 9.2
Adjusted Percentage Of Exercise Price Of Warrants	115%
Share Price	$ 18
Adjusted percentage of redemption trigger price of shares		180%
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | Minimum [Member]
Percentage of proceeds from equity issuance used or to be used for business combination		60%
Common Class A [Member]
Class of warrants or rights exercise price of warrants or rights			$ 11.5
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]
Number of trading days for determining the volume weighted average share price		20 days
Volume weighted average share price	9.20%

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Line Items]
Change in valuation allowance	$ 236,108	$ 211,961
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating loss carryovers	$ 0	$ 0

Income Tax - Summary of the Inc

Income Tax - Summary of the Income Tax Provision (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current expense/(benefit)	$ 1,278,707	$ 341,854
Deferred expense/(benefit)	(496,333)	48,264
State and Local
Current	0	0
Deferred	0	0
Change in valuation allowance	236,108	211,961
Income tax provision expense/(benefit)	$ 1,018,482	$ 602,079

Income Tax - Summary of the Com

Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets (liabilities)
Net operating loss carryforward	$ 0	$ 0
Startup/Organization Expenses	538,717	302,609
Stock – based compensation	0	0
Unrealized gain/loss – Trust	0	(260,225)
Business combination expenses	0	0
Total deferred tax Assets	538,717	42,384
Valuation Allowance	(538,717)	(302,609)
Deferred tax asset (liability), net of allowance	$ 0	$ (260,225)

Income Tax - Summary of a Recon

Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Statutory federal income tax rate	21%	21%
Business Combination Costs	0%	1.38%
Permanent Difference - Change in FV of Warrant	(3.80%)	(18.55%)
Valuation allowance	5.20%	2.08%
Income tax provision	22.40%	5.91%

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	Dec. 31, 2023	Aug. 08, 2023	Dec. 31, 2022	Nov. 16, 2021
Common shares par or stated value per share				$ 0.0001
Common shares outstanding		6,489,246
Preferred shares authorised	1,000,000		1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Preferred Stock, Shares Issued	0		0
Preferred Stock, Shares Outstanding	0		0
Common Class A [Member]
Common shares authorised	100,000,000		100,000,000
Common shares par or stated value per share	$ 0.0001		$ 0.0001
Common shares issued	0		0
Common shares outstanding	0		0
Percent of convertible share to outstanding shares	20%
Common shares subject to possible redemption	6,489,246		23,000,000
Common Class A [Member] | Subject To Possible Redemption [Member]
Common shares subject to possible redemption	6,489,246		23,000,000
Common Class B [Member]
Common shares authorised	10,000,000		10,000,000
Common shares par or stated value per share	$ 0.0001		$ 0.0001
Common shares issued	5,750,000		5,750,000
Common shares outstanding	5,750,000		5,750,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	$ 72,731,536	$ 237,537,270
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	72,731,536	237,537,270
Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	2,090,000	2,926,000
Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,150,000	1,610,000
Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	940,000	1,316,000
Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	72,731,536	237,537,270
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,150,000	1,610,000
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,150,000	1,610,000
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	0	0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	0	0
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	940,000	1,316,000
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	$ 940,000	$ 1,316,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) - Warrant [Member] - Private Placement Warrants [Member]	Dec. 31, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr
Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.99	10.3
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	11.5
Years to Expiration [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	5.13	5.13
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.6	3.4
Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.77	3.91
Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Fair Value of warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.1	0.14

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Janaury 1, 2022	$ 1,316,000
Change in Fair Value	(376,000)
Fair Value at December 31, 2022	$ 940,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
United States Treasury Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in Trust Account at fair value		$ 237,537,270
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in Trust Account at fair value	$ 72,731,536

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)						12 Months Ended
	Mar. 11, 2024	Feb. 08, 2024	Jan. 31, 2024	Aug. 08, 2023	Feb. 28, 2023	Dec. 31, 2023	Nov. 16, 2021
Subsequent Event [Line Items]
Proceeds from Related Party Debt						$ 600,000
Common stock par value or stated value per share							$ 0.0001
Stock Called the During Period, Shares				7,354,836	9,155,918
Assets Held-in-trust				$ 79,652,874	$ 94,489,075
Cash Withdrawn From Trust Account Per Share For Payment To Redeeming Stockholders				$ 10.83	$ 10.32
Shares, Outstanding				6,489,246
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock conversion basis	each consisting of one share of Class A Common Stock and one-half of one redeemable warrant, with each warrant exercisable for one share of Class A Common Stock of the Company and Warrants
Proceeds from Related Party Debt		$ 750,000
Common stock par value or stated value per share	$ 0.0001
Stock Called the During Period, Shares			4,573,860
Assets Held-in-trust			$ 50,312,460
Common Stock, Voting Rights			On January 31, 2024, the record date for the Special Meeting held on February 12, 2024, there were 12,239,246 shares of Class A common stock and Class B common stock of the Company (collectively, the “common stock”) entitled to be voted at the Special Meeting. At the Special Meeting, 9,014,542 shares of common stock of the Company or 73.65% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.
Cash Withdrawn From Trust Account Per Share For Payment To Redeeming Stockholders			$ 11
Number of consecutive trading days for determining the share price	30 days
Banking Regulation, Tangible Capital, Minimum	$ 40,000,000
Class A and Class B Common Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Shares, Outstanding			7,665,386