NorthView Acquisition (NVAC) 10-Q 9 Oct 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Oct. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	NORTHVIEW ACQUISITION CORP.
Entity Central Index Key	0001859807
Entity File Number	001-41177
Entity Tax Identification Number	86-3437271
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	207 West 25th St
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	494-9022
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,881,269
Common Stock, $0.0001 par value per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NVAC
Security Exchange Name	NASDAQ
Rights, each right convertible into one-tenth of one share of common stock
Entity Listings [Line Items]
Title of 12(b) Security	Rights, each right convertible into one-tenth of one share of common stock
Trading Symbol	NVACR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	NVACW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)		Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash		$ 5,314	$ 4,519
Prepaid expenses and other current assets		60,750	6,750
Cash and marketable securities held in Trust Account			1,565,078
Total Current Assets		66,064	1,576,347
Cash and marketable securities held in Trust Account		8,433,168	9,308,328
Total Assets		8,499,232	10,884,675
Current Liabilities:
Accounts payable and accrued expenses		614,287	449,114
Excise tax payable		1,874,990	1,864,106
Common stock to be redeemed	[1]		1,565,078
Income tax payable		84,176	49,061
Convertible promissory note		1,262,226	944,118
Total Current Liabilities		3,964,494	4,921,477
Deferred tax liability			13,661
Warrant liabilities		661,362	156,639
Total Liabilities		4,625,856	5,091,777
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 738,075 and 833,469 shares at redemption value of approximately $11.34 and $11.10 at March 31, 2024 and December 31, 2023, respectively		8,369,579	9,252,208
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,193,750 shares issued and outstanding at March 31, 2024 and December 31, 2023 (excluding 738,075 and 833,469 shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively)		519	519
Accumulated deficit		(4,496,722)	(3,459,829)
Total Stockholders’ Deficit		(4,496,203)	(3,459,310)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit		8,499,232	10,884,675
Related Party
Current Liabilities:
Due to related party		$ 128,815	$ 50,000
[1] In connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares of the Company’s common stock were redeemed at a per share price of $11.13. In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension. As a result, the Company has recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the consolidated balance sheet .

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	738,075	833,469
Common stock redemption value (in Dollars per share)	$ 11.34	$ 11.1
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,193,750	5,193,750
Common stock, shares outstanding	5,193,750	5,193,750

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Formation and operating costs	$ 470,841	$ 443,717
Loss from operations	(470,841)	(443,717)
Other income (expense):
Interest income earned on cash and marketable securities held in Trust Account	116,664	1,845,005
Unrealized loss on marketable securities held in Trust Account		(3,165)
Change in fair value of convertible loan	60,077
Change in fair value of warrant liabilities	(504,723)	(574,137)
Total other (expense) income, net	(327,982)	1,267,703
(Loss) income before provision for income tax	(798,823)	823,986
Income tax provision	(21,454)	(383,091)
Net (loss) income	$ (820,277)	$ 440,895
Basic weighted average shares outstanding, common stock (in Shares)	5,193,750	5,193,750
Diluted weighted average shares outstanding, common stock (in Shares)	5,193,750	5,193,750
Basic net (loss) income per share, common stock (in Dollars per share)	$ (0.14)	$ 0.02
Diluted net (loss) income per share, common stock (in Dollars per share)	$ (0.14)	$ 0.02
Common Stock Subject to Possible Redemption
Other income (expense):
Basic weighted average shares outstanding, common stock (in Shares)	828,228	16,774,894
Diluted weighted average shares outstanding, common stock (in Shares)	828,228	16,774,894
Basic net (loss) income per share, common stock (in Dollars per share)	$ (0.14)	$ 0.02
Diluted net (loss) income per share, common stock (in Dollars per share)	$ (0.14)	$ 0.02

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 519		$ (619,995)	$ (619,476)
Balance (in Shares) at Dec. 31, 2022	5,193,750
Accretion of common stock to redemption value			(1,279,617)	(1,279,617)
Excise tax payable attributable to redemption of common stock			(1,848,455)	(1,848,455)
Net income (loss)			440,895	440,895
Balance at Mar. 31, 2023	$ 519		(3,307,172)	(3,306,653)
Balance (in Shares) at Mar. 31, 2023	5,193,750
Balance at Dec. 31, 2023	$ 519		(3,459,829)	(3,459,310)
Balance (in Shares) at Dec. 31, 2023	5,193,750
Accretion of common stock to redemption value			(205,732)	(205,732)
Excise tax payable attributable to redemption of common stock			(10,884)	(10,884)
Net income (loss)			(820,277)	(820,277)
Balance at Mar. 31, 2024	$ 519		$ (4,496,722)	$ (4,496,203)
Balance (in Shares) at Mar. 31, 2024	5,193,750

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net (loss) income	$ (820,277)	$ 440,895
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on cash and marketable securities held in Trust Account	(116,664)	(1,845,005)
Unrealized loss on marketable securities held in Trust Account		3,165
Change in fair value of warrant liabilities	504,723	574,137
Changes in fair value of convertible note	(60,077)
Deferred tax benefit	(13,661)	(35,597)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(54,000)	25,860
Accounts payable and accrued expenses	165,173	14,529
Income tax payable	35,115	(159,591)
Due to related party	78,815	15,000
Net cash used in operating activities	(280,853)	(966,607)
Cash flows from investing activities:
Payment of extension fee into Trust Account	(125,021)	(48,707)
Cash withdrawn from Trust Account in connection with redemption	2,653,439	184,845,836
Reimbursement of franchise and income taxes from Trust Account	28,484	877,438
Net cash provided by investing activities	2,556,902	185,674,567
Cash flows from financing activities:
Proceeds from convertible promissory note	378,185
Redemption of common stock	(2,653,439)	(184,845,836)
Net cash used in financing activities	(2,275,254)	(184,845,836)
Net change in cash	795	(137,876)
Cash, beginning of the period	4,519	193,486
Cash, end of the period	5,314	55,610
Supplemental disclosure of cash flow information:
Income taxes paid, inclusive of interest and penalties		597,437
Excise tax payable attributable to redemption of common stock	10,884	1,848,455
Accretion of common stock to redemption value	$ 205,732	$ 1,279,617

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations NorthView Acquisition Corporation (the “Company” or “Northview”) is a blank check company incorporated in Delaware on April 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has identified a target company for a business combination and is consummating the acquisition of Profusa. The Company has a wholly-owned subsidiary, NV Profusa Merger Sub Inc. (“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, formed solely in contemplation of the Merger with Profusa (See Note 6). Merger Sub has not commenced any operations and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Merger. On December 22, 2021, the Company consummated its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”), which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share, one right (the “Rights”), and one-half of one redeemable warrant of the Company (the “Warrants”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock. Each Warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement Warrants”), which included 697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView Sponsor I, LLC (“the Sponsor”), I-Bankers Securities, Inc., and Dawson James Securities, Inc. at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,347,500, which is discussed in Note 4. Transaction costs amounted to $7,959,726 consisting of $3,450,000 of underwriting discount, $3,570,576 of Representative’s Shares cost, $259,527 of Representative’s Warrants cost and $679,623 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the 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. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Public Offering on December 22, 2021, an amount of $191,647,500 ($10.10 per Unit), excluding $741,228 that was wired to the Company’s operating bank account on December 31, 2021 for working capital purposes, from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the extended period (or any additional extension from the closing of our IPO if we extend the period of time to consummate a business combination) (the “Combination Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination Marketing Agreement (see Note 6). If the Company is unable to complete an initial Business Combination within the Combination Period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights and warrants, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. On December 21, 2023, the Company held a special meeting of stockholders to vote on extending the Combination Period. As a result, the Company has extended the Combination Period from December 22, 2023 to March 22, 2024. In connection with the extension, 140,663 shares of the Company’s common stock were redeemed, with 6,027,219 shares of Common Stock remaining outstanding after the Redemption; 833,469 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering. In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension. On January 2, 2024, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s trust account uninvested or (ii) hold the funds in an interest-bearing bank demand deposit account. On January 10, 2024, the Company’s Board of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. On February 16, 2024, the Company’s Board of Directors approved and authorized the Company to execute a binding term sheet between the Company and Profusa, Inc. (the “Target”) for PIPE funding with Vellar Opportunities Fund Master, Ltd. (“Vellar”). Vellar agreed to subscribe for 2,500,000 shares of common and/or preferred stock of the Target upon the closing of the Business Combination at a price of $2.00 per share, for a total amount of $5,000,000 to be funded by Vellar immediately prior to the Business Combination. On March 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the meeting, a proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2024, monthly for up to six additional months at the election of the Company and only upon contribution of $0.05 per month per outstanding public share, ultimately until September 22, 2024. In connection with the meeting, the holders of 95,394 Public Shares properly exercised their right to redeem, with 5,931,825 shares of Common Stock remaining outstanding after the Redemption; 738,075 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with the initial public offering. Consequently, the contribution is $36,904 per month needed for the Company to continue to extend the Combination Period monthly. On May 8, 2024 and May 31, 2024, the Company made two deposits of $36,904 each for April and May extension contributions. On September 10, 2024, the Company made a deposit of $112,114, of which $110,714 was for June, July and August extension contributions and $1,400 for lost interest due to late trust payments. On September 19, 2024, the Company held an extraordinary general meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination to March 22, 2025. In connection with the approval of the extension amendment, holders of 50,556 of the Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after the redemption; 687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial public offering. Consequently, the contribution is $34,376 per month needed for the Company to continue to extend the Combination Period monthly. On October 1, 2024, the Company made a deposit of $34,376 for September extension contribution. All of the Public Shares, or shares of our common stock sold as part of the IPO, contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the consolidated balance sheets until such date that a redemption event takes place. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within such time period); and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the amount of interest which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, 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. Nasdaq Delisting Notification On January 11, 2024, we received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Stockholders Meeting Rule”) due to our failure to hold an annual meeting of stockholders within twelve months of the end of our fiscal year end. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Stock Market. The Company subsequently held its annual stockholders meeting on March 21, 2024. On March 25, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that it had demonstrated compliance with the Annual Stockholders Meeting Rule. On March 7, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”), because the MVPHS of the Company was below $15 million for the 30 consecutive business days prior to the date of the Notice. The Notice does not impact the listing of the Common Stock on The Nasdaq Global Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days from the date of the Notice, or until September 3, 2024, to regain compliance with the MVPHS Requirement. During this period, the Common Stock will continue to trade on The Nasdaq Global Market. If at any time before September 3, 2024 the MVPHS closes at $15 million or more for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the MVPHS Requirement and the matter will be closed. The Notice provides that the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). Prior to September 3, 2024, the Company submitted an application to transfer the listing of its securities to the Nasdaq Capital Market. Nasdaq has not made a determination with regard to such transfer application as of the date of this report. On June 3, 2024, the Company received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024. On September 12, 2024, the Company received a letter (the “Nasdaq Letter”) from the Staff indicating the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024. This Nasdaq Letter has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. The Nasdaq Letter also notified the Company that the Staff has granted the Company an exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file the following on or prior to October 14, 2024: ● The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024; and ● The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024. If the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted. At such time, the Company could appeal the Staff’s determination to a Hearings Panel. Liquidity and Going Concern As of March 31, 2024, the Company had $5,314 in cash and a working capital deficit of $3,898,430. Prior to the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the Sponsor of $204,841, which was fully paid upon the IPO. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account, and the drawdowns on the convertible promissory note. In order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. On January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. The Company had principal outstanding of $1,500,000 and is presenting the Note at fair value on its balance sheet at March 31, 2024 in the amount of $1,262,226. The Company has until March 22, 2025 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by March 22, 2025. If a Business Combination is not consummated by the required date, there will be an option to either extend the time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these condensed consolidated financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2025. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly traded U.S. domestic corporations, by certain U.S. domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate foreign corporations” (as defined in the IR Act) and by certain affiliates of the foregoing. 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 to prevent the 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. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On March 22, 2023 and December 21, 2023, the Company’s stockholders redeemed 18,000,868 and 140,663 shares, respectively, for a total of $184,845,836 and $1,565,078, respectively. On March 26, 2024, the Company’s stockholders redeemed 95,394 shares for a total of $1,088,361. The Company determined that an excise tax liability should be recorded due to the redeemed shares. As of March 31, 2024, the Company has a charge to stockholders’ deficit of $1,874,990 of excise tax liability, including $10,884 charged during the three months ended March 31, 2024, calculated as 1% of the value of shares redeemed.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on February 26, 2024. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated 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 these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates are in connection with determining the fair value of the warrant liabilities and convertible promissory note. 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023. Cash and Marketable Securities Held in Trust Account At March 31, 2024, the assets held in the Trust Account were in cash. At December 31, 2023, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. During the three months ended March 31, 2024, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, $28,484 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise and income taxes. During the three months ended March 31, 2023, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, $877,438 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise and income taxes. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the consolidated statements of operations. Interest income is recognized when earned. Effective January 1, 2023, the Company changed its accounting policy for the investments in trust to the fair value method. At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Fair Value Cash $ 8,433,168 $ 1,406 U.S. Treasury Bills — 10,872,000 $ 8,433,168 $ 10,873,406 On December 21, 2023, the Company held a special meeting of stockholders to vote on extending the Combination Period. As a result, the Company extended the Combination Period from December 22, 2023 to March 22, 2024, which was later extended to September 22, 2024. In connection with the extension, 140,663 shares of the Company’s common stock were redeemed. In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension. As a result, the Company recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet. Additionally, as part of the adjustment of common stock subject to possible redemption, the Company classified $1,565,078 of the trust account as a current asset on the consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders. As of March 31, 2024, all of the Trust assets were classified as noncurrent. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory note. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (2.69)% and 46.49% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, due to changes in fair value of warrant liabilities and convertible loan, penalties and interest, business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes interest and penalties related to unrecognized tax benefits as a formation cost expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Interest and penalties expense amounted to $0 during the three months ended March 31, 2024 and 2023. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Derivative Financial Instruments The Company evaluates its financial instruments, such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Convertible Promissory Note The fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan. Warrant Liabilities The Company accounts for the 17,404,250 warrants issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations (See Note 8). In determining the fair value of the Private Placement Warrants and the Representative’s Warrants, assumptions related to expected share-price volatility, expected life and risk-free interest rate are utilized. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. Net Income (Loss) Per Common Stock The Company has two categories of shares, which are referred to as common stock subject to possible redemption and common stock. Earnings and losses are shared pro rata between the two categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category of common stock: For the Three Months Ended For the Three Months Ended Common Common Common Common Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (112,816 ) $ (707,461 ) $ 336,660 $ 104,235 Denominator: Weighted-average shares outstanding 828,228 5,193,750 16,774,894 5,193,750 Basic and diluted net (loss) income per share $ (0.14 ) $ (0.14 ) $ 0.02 $ 0.02 Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public common stock was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. As of March 31, 2024 and December 31, 2023, the amount of public common stock reflected on the consolidated balance sheets is reconciled in the following table: Contingently redeemable common stock, December 31, 2022 193,525,484 Less: Partial redemption (186,410,914 ) Plus: Accretion of redeemable common stock 2,137,638 Contingently redeemable common stock, December 31, 2023 $ 9,252,208 Less: Partial redemption (1,088,361 ) Plus: Accretion of redeemable common stock 205,732 Contingently redeemable common stock, March 31, 2024 $ 8,369,579 Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Public Units On December 22, 2021, the Company sold 18,975,000 Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of common stock, one right, and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described herein. Public Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 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 initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or their 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 funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price shall 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 in the section “Redemption of warrants” 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding 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 (the “30-day redemption period”); ● if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 the stockholders of issuing the maximum number of shares of 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 common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the 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.

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement [Abstract]
Private Placement	Note 4 – Private Placement The Company’s Sponsor, I-Bankers and Dawson James have purchased an aggregate of 7,347,500 Private Placement Warrants (which included 697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per warrant ($7,347,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Of such amount, 5,162,500 Private Placement Warrants were purchased by the Sponsor and 2,185,000 Private Placement Warrants were purchased by I-Bankers and Dawson James. The Private Placement Warrants are identical to the warrants included in the units sold in the IPO, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares In April 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of the offering costs in exchange for an aggregate of 5,175,000 shares of common stock, par value $0.0001 per share (the “Founder Shares”). In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock. On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock, resulting in the Sponsor holding an aggregate of 4,743,750 shares of common stock. The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On December 22, 2021, the over-allotment option was fully exercised and such shares are no longer subject to forfeiture. The Sponsor has 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 the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the Lock-up. Convertible Promissory Note – Related Party On April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. On January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. As of March 31, 2024, the Company had principal outstanding of $1,500,000 and is presenting the Note at fair value on its balance sheet at March 31, 2024 in the amount of $1,262,226. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible, at the option of the lender, into warrants at a price of $1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At March 31, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans, other than the Note described in “Note 5 – Related Party Transactions – Convertible Promissory Note – Related Party”. Administrative Service Fee Commencing on the effective date of the IPO, the Company began paying its Sponsor a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. As of June 30, 2023, the Company and the Sponsor terminated this agreement. For the three months ended March 31, 2024 and 2023, $0 and $15,000 had been incurred and billed relating to the administrative service fee, respectively. As of March 31, 2024 and December 31, 2023, $50,000 relating to the administrative service fee was not paid and recorded as due to related party. Advances from Related Party The Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. For the three months ended March 31, 2024, the Sponsor had advanced the Company $78,815 for working capital purposes, of which $0 was repaid during the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, the outstanding balance under the advances amounted to $78,815 and $0, respectively. The balance is recorded in due to related party in the accompanying condensed consolidated balance sheets as of March 31, 2024.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 – Commitments and Contingencies Registration Rights The holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the closing date of the IPO requiring the Company to register such securities for resale. 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 the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period described in Note 5. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 30-day option from the date of IPO to purchase up to an additional 2,475,000 units to cover over-allotments, if any. On December 22, 2021, the over-allotment was fully exercised. The underwriters received a cash underwriting discount of approximately 1.82% of the gross proceeds of the IPO, or $3,450,000. Business Combination Marketing Agreement Under a Business Combination marketing agreement, the Company engaged I-Bankers and Dawson James as advisors in connection with the Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company was obligated to pay I-Bankers and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68% of the gross proceeds of the IPO, or $6,986,250. The agreement was amended on November 7, 2022 and calls for the 3.68% business combination fee to be paid as (a) 27.5% cash and (b) 72.5% to be rolled into equity at closing. Representative’s Shares On December 22, 2021, the Company issued 450,000 shares (Representative Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees). I-Bankers and Dawson James (and/or their designees) have agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, I-Bankers and Dawson James (and/or their designees) have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The fair value of the Representative’s Shares issued are recognized as offering costs directly attributable to the issuance of an equity contract to be classified in equity and are recorded as a reduction of equity (see Note 1). Representative’s Warrants The Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which included 74,250 warrants issued pursuant to the full exercise of the over-allotment option) exercisable at $11.50 per share (or an aggregate exercise price of $6,546,375) at the closing of the IPO. The Representative Warrants issued are recognized as derivative liabilities in accordance with ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1 and 8). The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of which the IPO forms a part and the closing of the initial Business Combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers and Dawson James have agreed that neither they nor their designees will be permitted to exercise the warrants after the five year anniversary of the effective date of the registration statement of which the IPO forms a part. The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1). Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the IPO forms a part with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares at a price below its exercise price. The Company will have no obligation to net cash settle the exercise of the warrants. The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available. Merger Agreement On November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Merger Sub., and Profusa, Inc., a California corporation (“Profusa”). The Merger Agreement provides that, among other things, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary of NorthView. In connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of $15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There is no assurance that the Business Combination will be completed. The aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000. The exchange ratio will be equal to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share. Subject to certain future revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to an additional 3,875,000 shares of NorthView Common Stock. On September 12, 2023, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa. Specifically, Amendment No. 1 revised the definition of “Milestone Event III” and “Milestone Event IV” such that one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $11,864,000 for the fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025. Amendment No. 1 also clarified the exercise price of certain of the Company’s Warrants. On September 14, 2023 and September 29, 2023, the Company paid Profusa related expenses in the amount of $25,000, respectively, for a total of $50,000. The Profusa related expenses will not be repaid and did not incur such expenses as of the date of filing. On January 12, 2024, the parties to the Merger Agreement entered into an Amendment No. 2 to the Merger Agreement pursuant to which the parties agreed to revise the definition of “Milestone Event III” and such that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31, 2024, was replaced with a milestone of consummating the Tasly JV (as defined in the amended Merger Agreement) and receipt of the related funding during the fiscal year ended December 31, 2024. All other aspects of the Merger Agreement were unmodified. On March 4, 2024, the parties to the Merger Agreement entered into Amendment No. 3 to the Merger Agreement pursuant to which the parties agreed to revise the definition of Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds and debt conversions that could be received by Profusa prior to the Business Combination.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 – Stockholders’ Deficit Preferred stock no Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by the stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors (prior to consummation of the initial Business Combination). The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 – Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following tables present information about the Company’s assets and liabilities that are measured at fair value on March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Assets: Cash and marketable securities held in trust $ 8,433,168 $ 8,433,168 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 360,525 $ — $ 360,525 $ — Warrant liabilities – Private Placement Warrants 279,205 — — 279,205 Warrant liabilities – Representative’s Warrants 21,632 — — 21,632 Convertible promissory note 1,262,226 — — 1,262,226 Total $ 1,923,588 $ 8,433,168 $ 360,525 $ 1,563,063 December 31, Quoted Significant Significant Assets: Cash and marketable securities held in trust $ 10,873,406 $ 10,873,406 $   — $ — Liabilities: Warrant liabilities – Public Warrants $ 85,388 $ 85,388 $ — $ — Warrant liabilities – Private Placement Warrants 66,128 — — 66,128 Warrant liabilities – Representative’s Warrants 5,123 — — 5,123 Convertible promissory note 944,118 — — 944,118 Total $ 1,100,757 $ 85,388 $ — $ 1,015,369 The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at March 31, 2024 was classified as Level 2 due to the lack of an active market. At December 31, 2023, the Public Warrants was classified as Level 1 due to the use of an observable market quote in an active market. As of March 31, 2024 and December 31, 2023, the aggregate value of Public Warrants was $360,525 and $85,388, respectively. The Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at March 31, 2024 and December 31, 2023: March 31, December 31, Input Risk-free interest rate 5.23 % 5.06 % Expected term (years) 0.71 0.71 Expected volatility De minimis % De minimis % Exercise price $ 11.50 $ 11.50 Fair value of Common stock $ 11.27 $ 11.16 The key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Input Risk-free interest rate 5.47 % 5.48 % Expected term (years) 0.19 0.19 Expected volatility De minimis % De minimis % Exercise price $ 11.50 $ 11.50 Fair value of Common stock $ 11.27 $ 11.16 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 for the three months ended March 31, 2024 and 2023: Private Public Representative’s Warrant Fair value at December 31, 2023 $ 66,128 $ — $ 5,123 $ 71,251 Change in fair value of warrant liabilities 213,077 — 16,509 229,586 Fair value at March 31, 2024 $ 279,205 $ — $ 21,632 $ 300,837 Private Public Representative’s Warrant Fair value at December 31, 2022 $ 377,857 $ — $ 29,274 $ 407,131 Change in fair value of warrant liabilities 246,681 — 19,112 265,793 Fair value at March 31, 2023 $ 624,538 $ — $ 48,386 $ 672,924 Convertible Fair value at December 31, 2023 $ 944,118 Principal borrowing 378,185 Change in fair value of convertible promissory note (60,077 ) Fair value at March 31, 2024 $ 1,262,226 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There was a transfer out of Level 3 to Level 1 for the fair value of the Public Warrants when they began to trade separately from the Units during the three months ended March 31, 2022. The fair value of the Company’s working capital loan is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan. The convertible promissory note was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the note. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note. The expected life of the note is assumed to be equivalent to their remaining contractual term. As of March 31, 2024 and December 31, 2023, the aggregate value of convertible promissory note was $1,262,226 and $944,118, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as set forth below: On May 31, 2024, the Company’s Board of Directors approved, and the Company second amended its Convertible Working Capital Promissory Note with the sponsor to increase the principal amount of the Note that could be drawn on to $2.5 million. The second amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. On June 3, 2024, the Company received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024. On September 12, 2024, the Company received a letter (the “Nasdaq Letter”) from the Staff indicating the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024. This Nasdaq Letter has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. The Nasdaq Letter also notified the Company that the Staff has granted the Company an exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file the following on or prior to October 14, 2024: ● The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024; and ● The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024. If the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted. At such time, the Company could appeal the Staff’s determination to a Hearings Panel. On September 19, 2024, the Company held an extraordinary general meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination to March 22, 2025. In connection with the approval of the extension amendment, holders of 50,556 of the Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock projected to be remaining outstanding after the projected redemption; 687,519 shares of common stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering. Consequently, the contribution is $34,376 per month needed for the Company to continue to extend the Combination Period monthly. On October 1, 2024, the Company made a deposit of $34,376 for September extension contribution. On May 9, 2024, the original term sheet between the Company and Profusa was amended and restated to clarify certain provisions of the original term sheet. On September 25, 2024, Vellar terminated the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa, dated May 9, 2024 (“Amended Term Sheet”). The termination letter notified the Company and Profusa that Vellar elected to exercise its right to terminate pursuant to which Vellar will be entitled to receive all reasonable costs and expenses related thereto not to exceed $75,000. Total fees associated with the transaction amounted to $59,867 to be paid by either the Company or Profusa.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (820,277)	$ 440,895

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on February 26, 2024.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated 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 these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates are in connection with determining the fair value of the warrant liabilities and convertible promissory note. 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At March 31, 2024, the assets held in the Trust Account were in cash. At December 31, 2023, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. During the three months ended March 31, 2024, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, $28,484 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise and income taxes. During the three months ended March 31, 2023, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, $877,438 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise and income taxes. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the consolidated statements of operations. Interest income is recognized when earned. Effective January 1, 2023, the Company changed its accounting policy for the investments in trust to the fair value method. At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Fair Value Cash $ 8,433,168 $ 1,406 U.S. Treasury Bills — 10,872,000 $ 8,433,168 $ 10,873,406 On December 21, 2023, the Company held a special meeting of stockholders to vote on extending the Combination Period. As a result, the Company extended the Combination Period from December 22, 2023 to March 22, 2024, which was later extended to September 22, 2024. In connection with the extension, 140,663 shares of the Company’s common stock were redeemed. In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension. As a result, the Company recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet. Additionally, as part of the adjustment of common stock subject to possible redemption, the Company classified $1,565,078 of the trust account as a current asset on the consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders. As of March 31, 2024, all of the Trust assets were classified as noncurrent.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory note.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (2.69)% and 46.49% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, due to changes in fair value of warrant liabilities and convertible loan, penalties and interest, business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes interest and penalties related to unrecognized tax benefits as a formation cost expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Interest and penalties expense amounted to $0 during the three months ended March 31, 2024 and 2023. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments, such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Convertible Promissory Note	Convertible Promissory Note The fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan.
Warrant Liabilities	Warrant Liabilities The Company accounts for the 17,404,250 warrants issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations (See Note 8). In determining the fair value of the Private Placement Warrants and the Representative’s Warrants, assumptions related to expected share-price volatility, expected life and risk-free interest rate are utilized. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company has two categories of shares, which are referred to as common stock subject to possible redemption and common stock. Earnings and losses are shared pro rata between the two categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category of common stock: For the Three Months Ended For the Three Months Ended Common Common Common Common Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (112,816 ) $ (707,461 ) $ 336,660 $ 104,235 Denominator: Weighted-average shares outstanding 828,228 5,193,750 16,774,894 5,193,750 Basic and diluted net (loss) income per share $ (0.14 ) $ (0.14 ) $ 0.02 $ 0.02
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public common stock was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. As of March 31, 2024 and December 31, 2023, the amount of public common stock reflected on the consolidated balance sheets is reconciled in the following table: Contingently redeemable common stock, December 31, 2022 193,525,484 Less: Partial redemption (186,410,914 ) Plus: Accretion of redeemable common stock 2,137,638 Contingently redeemable common stock, December 31, 2023 $ 9,252,208 Less: Partial redemption (1,088,361 ) Plus: Accretion of redeemable common stock 205,732 Contingently redeemable common stock, March 31, 2024 $ 8,369,579
Recently Issued Accounting Standards	Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies [Abstract]
Shedule of Fair Value of Investments Held in Trust Account	The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Fair Value Cash $ 8,433,168 $ 1,406 U.S. Treasury Bills — 10,872,000 $ 8,433,168 $ 10,873,406
Schedule of Basic and Diluted Net Income (Loss) Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category of common stock: For the Three Months Ended For the Three Months Ended Common Common Common Common Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (112,816 ) $ (707,461 ) $ 336,660 $ 104,235 Denominator: Weighted-average shares outstanding 828,228 5,193,750 16,774,894 5,193,750 Basic and diluted net (loss) income per share $ (0.14 ) $ (0.14 ) $ 0.02 $ 0.02
Schedule of Consolidated Balance Sheet	As of March 31, 2024 and December 31, 2023, the amount of public common stock reflected on the consolidated balance sheets is reconciled in the following table: Contingently redeemable common stock, December 31, 2022 193,525,484 Less: Partial redemption (186,410,914 ) Plus: Accretion of redeemable common stock 2,137,638 Contingently redeemable common stock, December 31, 2023 $ 9,252,208 Less: Partial redemption (1,088,361 ) Plus: Accretion of redeemable common stock 205,732 Contingently redeemable common stock, March 31, 2024 $ 8,369,579

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value	The following tables present information about the Company’s assets and liabilities that are measured at fair value on March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Assets: Cash and marketable securities held in trust $ 8,433,168 $ 8,433,168 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 360,525 $ — $ 360,525 $ — Warrant liabilities – Private Placement Warrants 279,205 — — 279,205 Warrant liabilities – Representative’s Warrants 21,632 — — 21,632 Convertible promissory note 1,262,226 — — 1,262,226 Total $ 1,923,588 $ 8,433,168 $ 360,525 $ 1,563,063 December 31, Quoted Significant Significant Assets: Cash and marketable securities held in trust $ 10,873,406 $ 10,873,406 $   — $ — Liabilities: Warrant liabilities – Public Warrants $ 85,388 $ 85,388 $ — $ — Warrant liabilities – Private Placement Warrants 66,128 — — 66,128 Warrant liabilities – Representative’s Warrants 5,123 — — 5,123 Convertible promissory note 944,118 — — 944,118 Total $ 1,100,757 $ 85,388 $ — $ 1,015,369
Schedule of Inputs into the Monte Carlo Simulation for the Warrant Liabilities and Convertible Promissory Note	The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at March 31, 2024 and December 31, 2023: March 31, December 31, Input Risk-free interest rate 5.23 % 5.06 % Expected term (years) 0.71 0.71 Expected volatility De minimis % De minimis % Exercise price $ 11.50 $ 11.50 Fair value of Common stock $ 11.27 $ 11.16 March 31, 2024 December 31, Input Risk-free interest rate 5.47 % 5.48 % Expected term (years) 0.19 0.19 Expected volatility De minimis % De minimis % Exercise price $ 11.50 $ 11.50 Fair value of Common stock $ 11.27 $ 11.16
Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis	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 for the three months ended March 31, 2024 and 2023: Private Public Representative’s Warrant Fair value at December 31, 2023 $ 66,128 $ — $ 5,123 $ 71,251 Change in fair value of warrant liabilities 213,077 — 16,509 229,586 Fair value at March 31, 2024 $ 279,205 $ — $ 21,632 $ 300,837 Private Public Representative’s Warrant Fair value at December 31, 2022 $ 377,857 $ — $ 29,274 $ 407,131 Change in fair value of warrant liabilities 246,681 — 19,112 265,793 Fair value at March 31, 2023 $ 624,538 $ — $ 48,386 $ 672,924
Schedule of Convertible Promissory Note	Convertible Fair value at December 31, 2023 $ 944,118 Principal borrowing 378,185 Change in fair value of convertible promissory note (60,077 ) Fair value at March 31, 2024 $ 1,262,226

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)																1 Months Ended	3 Months Ended
	Sep. 19, 2024	Sep. 10, 2024	Sep. 03, 2024	Mar. 26, 2024	Mar. 22, 2024	Mar. 21, 2024	Mar. 07, 2024	Feb. 16, 2024	Jan. 10, 2024	Dec. 21, 2023	Apr. 27, 2023	Mar. 22, 2023	Aug. 16, 2022	Dec. 31, 2021	Dec. 22, 2021	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Oct. 02, 2024	May 31, 2024	May 08, 2024	Dec. 31, 2023
Description of Organization and Business Operations [Line Items]
Common stock, par value (in Dollars per share)																	$ 0.0001					$ 0.0001
Number of securities called by each warrant (in Shares)															1
Sold at a price per Unit (in Dollars per share)					$ 0.05				$ 2.22
Transaction costs																	$ 7,959,726
Underwriting discount amount																	3,450,000
Represent shares																	3,570,576
Representative warrants cost																	259,527
Other offering costs																	$ 679,623
Percentage of aggregate fair market value of assets																	80%
Ownership interest to be acquired on post-transaction company																	50%
Maturity days															185 days
Public share percentage					100%										100%
Interest expenses																	$ 100,000
Common stock redeemed (in Shares)				95,394						140,663		18,000,868					140,663
Trust account to redeeming stockholders																$ 1,565,078
Convertible Working Capital									$ 1,500,000								$ 78,815
Common stock price (in Dollars per share)									$ 2.22
Common Stock remaining outstanding (in Shares)																	5,193,750					5,193,750
Common Stock remaining outstanding after the redemption (in Shares)						738,075											738,075					833,469
Contribution amount						$ 36,904
Net tangible assets																	$ 5,000,001
Publicly held shares							$ 15,000,000										155,000,000
Cash																	5,314					$ 4,519
Working capital deficit																	3,898,430
Capital contribution																	25,000
Unsecured promissory note																	204,841
Warrants price per share (in Dollars per share)											$ 1
Principal amount									$ 1,500,000
Outstanding principal amount											$ 1,500,000
Convertible promissory note																	$ 1,262,226					$ 944,118
Percentage of excise tax																	21%	21%
Percentage of excise tax													1%
Redemption amount				$ 1,088,361						$ 1,565,078		$ 184,845,836
Excise tax liability																	$ 1,874,990
Excise tax liability																	$ 10,884
Shares redeemed percentage																	1%
Warrant [Member]
Description of Organization and Business Operations [Line Items]
Warrant exercise price (in Dollars per share)															$ 11.5		$ 11.5
MVPHS [Member]
Description of Organization and Business Operations [Line Items]
Publicly held shares							$ 15,000,000
Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)																	$ 10
Common Stock remaining outstanding (in Shares)						5,931,825
U.S. Federal [Member]
Description of Organization and Business Operations [Line Items]
Percentage of excise tax													1%
Vellar Opportunities Fund Master, Ltd [Member]
Description of Organization and Business Operations [Line Items]
Units issued (in Shares)								2,500,000
Business combination price (in Dollars per share)								$ 2
Business combination total								$ 5,000,000
Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Deposit																				$ 36,904	$ 36,904
Forecast [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)																				$ 2.22
Common stock redeemed (in Shares)	50,556
Common Stock remaining outstanding (in Shares)	5,881,269
Common Stock remaining outstanding after the redemption (in Shares)	687,519
Contribution amount	$ 34,376
Deposit		$ 110,714																	$ 34,376
Lost interest		1,400
Principal amount																				$ 2,500,000
Forecast [Member] | June Extension Contributions [Member]
Description of Organization and Business Operations [Line Items]
Deposit		$ 112,114
Forecast [Member] | MVPHS [Member]
Description of Organization and Business Operations [Line Items]
Publicly held shares			$ 15,000,000
Forecast [Member] | Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common Stock remaining outstanding (in Shares)	5,881,269
IPO [Member]
Description of Organization and Business Operations [Line Items]
Units issued (in Shares)															18,975,000
Common stock, par value (in Dollars per share)															$ 0.0001
Sold at a price per Unit (in Dollars per share)															$ 10
Public offering amount															$ 189,750,000
Investment of cash in trust account															$ 191,647,500
Price per share (in Dollars per share)															$ 10.1
Operating bank account														$ 741,228
Common stock redeemed (in Shares)										140,663
Outstanding redemption share (in Shares)										833,469
IPO [Member] | Warrant [Member]
Description of Organization and Business Operations [Line Items]
Warrant exercise price (in Dollars per share)															$ 11.5
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Units issued (in Shares)															2,475,000
Warrants issued (in Shares)																	697,500
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Warrant exercise price (in Dollars per share)																	$ 1
Warrants issued (in Shares)																	7,347,500
Generating gross proceeds																	$ 7,347,500
Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Outstanding redemption share (in Shares)										6,027,219
Public shares [Member]
Description of Organization and Business Operations [Line Items]
Common stock redeemed (in Shares)						95,394
Public shares [Member] | Forecast [Member]
Description of Organization and Business Operations [Line Items]
Common stock redeemed (in Shares)	50,556
Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)																	$ 10.1
Convertible Working Capital											$ 1,200,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)				3 Months Ended		12 Months Ended
	Mar. 26, 2024	Dec. 21, 2023	Mar. 22, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 31, 2024
Significant Accounting Policies [Line Items]
Federal depository insurance coverage				$ 250,000
Interest income from trust account				$ 28,484	$ 877,438
Common stock shares (in Shares)	95,394	140,663	18,000,868	140,663
Payable common stock redeemed							$ 1,565,078
Trust account				$ 8,433,168		$ 10,873,406
Effective tax rate				2.69%	46.49%
Statutory tax rate				21%	21%
Interest and penalties expense				$ 0	$ 0
Shares of common stock (in Shares)				17,404,250
Cash and Marketable Securities Held in Trust Account [Member]
Significant Accounting Policies [Line Items]
Payable common stock redeemed				$ 1,565,078
Private Placement Warrants [Member]
Significant Accounting Policies [Line Items]
Issued warrants (in Shares)				7,347,500
U S Treasury Bills Held in Trust Account [Member]
Significant Accounting Policies [Line Items]
Maturity days						185 days
Common Stock [Member] | Cash and Marketable Securities Held in Trust Account [Member]
Significant Accounting Policies [Line Items]
Trust account				$ 1,565,078
IPO [Member]
Significant Accounting Policies [Line Items]
Common stock shares (in Shares)		140,663
IPO [Member] | Warrant [Member]
Significant Accounting Policies [Line Items]
Issued warrants (in Shares)				17,404,250
IPO [Member] | Public Warrant [Member]
Significant Accounting Policies [Line Items]
Issued warrants (in Shares)				9,487,500
Over-Allotment Option [Member]
Significant Accounting Policies [Line Items]
Issued warrants (in Shares)				74,250
Over-Allotment Option [Member] | Warrant [Member]
Significant Accounting Policies [Line Items]
Issued warrants (in Shares)				569,250

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Shedule of Fair Value of Investments Held in Trust Account - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Fair values	$ 8,433,168	$ 10,873,406
Cash [Member]
Marketable Securities [Line Items]
Fair values	8,433,168	1,406
U.S. Treasury Bills [Member]
Marketable Securities [Line Items]
Fair values		$ 10,872,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common stock subject to possible redemption [Member]
Numerator:
Allocation of net (loss) income	$ (112,816)	$ 336,660
Denominator:
Weighted-average shares outstanding	828,228	16,774,894
Basic net (loss) income per share	$ (0.14)	$ 0.02
Diluted net (loss) income per share	$ (0.14)	$ 0.02
Common stock [Member]
Numerator:
Allocation of net (loss) income	$ (707,461)	$ 104,235
Denominator:
Weighted-average shares outstanding	5,193,750	5,193,750
Basic net (loss) income per share	$ (0.14)	$ 0.02
Diluted net (loss) income per share	$ (0.14)	$ 0.02

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Consolidated Balance Sheet - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Consolidated Balance Sheet [LIne Items]
Contingently redeemable common stock at beginning	$ 9,252,208	$ 193,525,484
Less:
Partial redemption	(1,088,361)	(186,410,914)
Plus:
Accretion of redeemable common stock	205,732	2,137,638
Contingently redeemable common stock at ending	$ 8,369,579	$ 9,252,208

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 22, 2021
Initial Public Offering [Line Items]
Number of securities called by each warrant (in Shares)		1
Total equity proceeds	60%
Market value price	$ 9.2
Market value percentage	115%
Redemption trigger price	$ 18
Redemption Price Per Warrant	$ 0.01
Redemption period days	30 days
Redemption period period	$ 18
Common stock threshold trading days	20
Consecutive trading day threshold	30
Warrant [Member]
Initial Public Offering [Line Items]
Warrant exercise price	$ 11.5	$ 11.5
Public Warrants [Member]
Initial Public Offering [Line Items]
Number of securities called by each warrant (in Shares)	1
Warrant exercise price	$ 11.5
Maximum [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Market value percentage	180%
Common Stock [Member]
Initial Public Offering [Line Items]
Price per share	$ 10
Common Stock [Member] | Minimum [Member]
Initial Public Offering [Line Items]
Price per share		$ 10
IPO [Member]
Initial Public Offering [Line Items]
Unit issued (in Shares)		18,975,000
Price per share		$ 10.1
IPO [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Warrant exercise price		$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Unit issued (in Shares)		2,475,000
Over-Allotment Option [Member] | Maximum [Member]
Initial Public Offering [Line Items]
Price per share		$ 10
Public Warrants [Member] | Business Combination [Member]
Initial Public Offering [Line Items]
Price per share	$ 9.2

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Private Placement Warrants [Member]
Private Placement [Line Items]
Number of shares issued	7,347,500
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Number of shares issued	697,500
Private Placement Warrants [Member]
Private Placement [Line Items]
Price per warrant (in Dollars per share) | $ / shares	$ 1
Generating proceeds of private placement (in Dollars) | $	$ 7,347,500
Private Placement Warrants [Member] | I-Bankers and Dawson James [Member]
Private Placement [Line Items]
Number of shares issued	5,162,500
Private Placement Warrants [Member] | I-Bankers and Dawson James [Member]
Private Placement [Line Items]
Number of shares issued	2,185,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)						3 Months Ended	12 Months Ended
	Jan. 10, 2024	Apr. 27, 2023	Dec. 20, 2021	Oct. 31, 2021	Apr. 30, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 22, 2021
Related Party Transactions [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Cancellation shares of common stock (in Shares)				862,500
Common stock, description						On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock
Common stock exceeds per share (in Dollars per share)						$ 12
Working capital	$ 1,500,000					$ 78,815
Common stock price (in Dollars per share)	$ 2.22
Outstanding amount						1,500,000
Convertible promissory note						1,262,226	$ 944,118
Convertible loans						1,500,000
Administrative service fee						0	15,000
Expenses incurred and paid							50,000
Repaid working capital						0
Advances amounted						78,815	$ 0
Sponsor [Member]
Related Party Transactions [Line Items]
Aggregate purchase price					$ 25,000
Price per share (in Dollars per share)					$ 0.005
Sponsor amount		$ 1,200,000
Related Party [Member]
Related Party Transactions [Line Items]
Convertible promissory note						1,262,226
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Aggregate purchase price					$ 25,000
Price per share (in Dollars per share)					$ 0.005
Aggregate shares (in Shares)					5,175,000
Common stock, par value (in Dollars per share)					$ 0.0001
Aggregate number of shares owned (in Shares)			4,743,750
Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Expenses per month						5,000
Expenses incurred and paid						$ 50,000
Related Party Loan [Member]
Related Party Transactions [Line Items]
Warrant conversion price (in Dollars per share)						$ 1
Warrant [Member]
Related Party Transactions [Line Items]
Warrant price per share (in Dollars per share)						$ 11.5		$ 11.5
Warrant [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Warrant price per share (in Dollars per share)		$ 1
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Forfeiture shares (in Shares)						618,750

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)							3 Months Ended	12 Months Ended
	Mar. 07, 2024	Jan. 12, 2024	Sep. 29, 2023	Sep. 14, 2023	Dec. 22, 2021	Apr. 30, 2021	Mar. 31, 2024	Dec. 31, 2025	Dec. 31, 2024	May 31, 2024	Nov. 07, 2022
Commitments and Contingencies [Line Items]
Underwriting discount amount							$ 3,450,000
Initial public offering gross proceed percentage							3.68%
Business combination percentage rate											3.68%
Cash percentage											27.50%
Equity percentage											72.50%
Warrants term							5 years
Pre transaction equity value	$ 15,000,000						$ 155,000,000
Dividend amount							$ 155,000,000
Payments for merger related costs			$ 25,000	$ 25,000
Revenue milestone		$ 11,864,000
Warrant [Member]
Commitments and Contingencies [Line Items]
Price per share (in Dollars per share)					$ 11.5		$ 11.5
Common Stock [Member]
Commitments and Contingencies [Line Items]
Additional shares units (in Shares)						5,175,000	3,875,000
Price per share (in Dollars per share)							$ 10
Related Party [Member]
Commitments and Contingencies [Line Items]
Total related expenses							$ 50,000
Business Combination [Member]
Commitments and Contingencies [Line Items]
Cash							15,000,000
I-Bankers and Dawson James [Member]
Commitments and Contingencies [Line Items]
Gross proceeds							$ 6,986,250
Representative shares issued (in Shares)					37,500
Warrant issued (in Shares)							569,250
Forecast [Member]
Commitments and Contingencies [Line Items]
Price per share (in Dollars per share)										$ 2.22
Earnout revenue								$ 99,702,000	$ 11,864,000
IPO [Member]
Commitments and Contingencies [Line Items]
Additional shares units (in Shares)							2,475,000
Cash underwriting discount							1.82%
Gross proceeds					$ 189,750,000
Price per share (in Dollars per share)					$ 10.1
IPO [Member] | Warrant [Member]
Commitments and Contingencies [Line Items]
Warrant issued (in Shares)							17,404,250
Price per share (in Dollars per share)					$ 11.5
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Warrant issued (in Shares)							74,250
Aggregate exercise price							$ 6,546,375
Over-Allotment Option [Member] | Warrant [Member]
Commitments and Contingencies [Line Items]
Warrant issued (in Shares)							569,250
Over-Allotment Option [Member] | I-Bankers and Dawson James [Member]
Commitments and Contingencies [Line Items]
Representative shares issued (in Shares)					450,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)					3 Months Ended
	Dec. 22, 2021	Dec. 20, 2021	Oct. 31, 2021	Apr. 30, 2021	Mar. 31, 2024	Mar. 21, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized					1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)					$ 0.0001		$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized					100,000,000		100,000,000
Common stock, par value (in Dollars per share)					$ 0.0001		$ 0.0001
Cancellation shares of common stock			862,500
Common stock, description					On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock
Common stock, shares issued					5,193,750		5,193,750
Common stock, shares outstanding					5,193,750		5,193,750
Common stock subject to redemption					738,075	738,075	833,469
Voting share percentage					50%
Sponsor [Member]
Stockholders’ Deficit [Line Items]
Share issued amount (in Dollars)				$ 25,000
Price per share (in Dollars per share)				$ 0.005
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares issued				5,175,000	3,875,000
Price per share (in Dollars per share)					$ 10
Representative shares	450,000
Common stock, shares outstanding						5,931,825
Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Cancellation shares of common stock			862,500
Common stock, description					On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock
Aggregate number of shares owned		4,743,750
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Representative shares	37,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate value of Public Warrants	$ 661,362	$ 156,639
Aggregate value of convertible promissory note	1,262,226	944,118
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate value of Public Warrants	$ 360,525	$ 85,388

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities are Measured at Fair Value - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Assets	$ 8,433,168	$ 10,873,406
Warrant liabilities	661,362	156,639
Convertible promissory note	1,262,226	944,118
Liabilities	1,923,588	1,100,757
Quoted Prices In Active Markets (Level 1) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Convertible promissory note
Liabilities	8,433,168	85,388
Significant Other Observable Inputs (Level 2) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Convertible promissory note
Liabilities	360,525
Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Convertible promissory note	1,262,226	944,118
Liabilities	1,563,063	1,015,369
Warrant liabilities – Public Warrants [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	360,525	85,388
Warrant liabilities – Public Warrants [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities		85,388
Warrant liabilities – Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	360,525
Warrant liabilities – Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities
Warrant liabilities – Private Placement Warrants [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	279,205	66,128
Warrant liabilities – Private Placement Warrants [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities
Warrant liabilities – Private Placement Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities
Warrant liabilities – Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	279,205	66,128
Warrant liabilities – Representative’s Warrants [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	21,632	5,123
Warrant liabilities – Representative’s Warrants [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities
Warrant liabilities – Representative’s Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities
Warrant liabilities – Representative’s Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Warrant liabilities	21,632	5,123
Cash and marketable securities held in trust [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Assets	8,433,168	10,873,406
Cash and marketable securities held in trust [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Assets	8,433,168	10,873,406
Cash and marketable securities held in trust [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Assets
Cash and marketable securities held in trust [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Company’s Assets and Liabilities are Measured at Fair Value [Line Items]
Assets

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Inputs into the Monte Carlo Simulation for the Warrant Liabilities and Convertible Promissory Note	Mar. 31, 2024	Dec. 31, 2023
Risk-free interest rate [Member]
Input
Warrant liabilities measurement inputs	5.23	5.06
Input
Convertible promissory note measurement inputs	5.47	5.48
Expected term (years) [Member]
Input
Warrant liabilities measurement inputs	0.71	0.71
Input
Convertible promissory note measurement inputs	0.19	0.19
Expected volatility [Member]
Input
Warrant liabilities measurement inputs
Input
Convertible promissory note measurement inputs
Exercise price [Member]
Input
Warrant liabilities measurement inputs	11.5	11.5
Input
Convertible promissory note measurement inputs	11.5	11.5
Fair value of Common Stock [Member]
Input
Warrant liabilities measurement inputs	11.27	11.16
Input
Convertible promissory note measurement inputs	11.27	11.16

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Private Placement Warrants [Member]
Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis [Line Items]
Fair value, beginning balance	$ 66,128	$ 377,857
Change in fair value of warrant liabilities	213,077	246,681
Fair value, ending balance	279,205	624,538
Public Warrants [Member]
Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis [Line Items]
Fair value, beginning balance
Change in fair value of warrant liabilities
Fair value, ending balance
Representative’s Warrants [Member]
Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis [Line Items]
Fair value, beginning balance	5,123	29,274
Change in fair value of warrant liabilities	16,509	19,112
Fair value, ending balance	21,632	48,386
Warrant Liability [Member]
Schedule of Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis [Line Items]
Fair value, beginning balance	71,251	407,131
Change in fair value of warrant liabilities	229,586	265,793
Fair value, ending balance	$ 300,837	$ 672,924

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Convertible Promissory Note - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Convertible Promissory Note [Line Items]
Fair value beginning balance	$ 944,118
Principal borrowing	378,185
Change in fair value of convertible promissory note	(60,077)
Fair value Ending balance	$ 1,262,226

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member] - USD ($)	Sep. 25, 2024	Sep. 19, 2024	Oct. 02, 2024	Sep. 10, 2024	May 31, 2024
Subsequent Events [Line Items]
Principal amount					$ 2,500,000
Price per share (in Dollars per share)					$ 2.22
Common stock redeemed (in Shares)		50,556
Common Stock remaining outstanding (in Shares)		5,881,269
Common Stock remaining outstanding after the redemption (in Shares)		687,519
Contribution amount		$ 34,376
Deposit			$ 34,376	$ 110,714
Costs and expenses	$ 75,000
Transaction fees	$ 59,867