Insight Acquisition (INAQ) 10-Q 5 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Jun. 04, 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	Insight Acquisition Corp. /DE
Entity Central Index Key	0001862463
Entity File Number	001-40775
Entity Tax Identification Number	86-3386030
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	333 East 91st Street
Entity Address, City or Town	NY
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10128
Entity Phone Fax Numbers [Line Items]
City Area Code	(609)
Local Phone Number	751-3193
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	INAQU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	INAQ
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	INAQW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,100,945
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		900,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 53,377
Restricted cash		$ 314,482
Prepaid expenses	57,601	105,568
Due from Sponsor	184,015	1,074,015
Investments held in the Trust Account - current	650,402
Total current assets	1,140,395	1,689,065
Investments held in the Trust Account	11,331,054	10,664,690
Total Assets	12,471,449	12,353,755
Current liabilities:
Accounts payable	335,552	89,311
Accrued expenses	791,221	968,309
Due to Shareholders		628,758
Loan payable	30,000
Income tax payable	120,976	100,036
Excise tax payable	2,348,302	2,348,302
Franchise tax payable	39,400
Total current liabilities	5,796,019	5,260,471
Deferred tax liability	10,357	9,935
Deferred underwriting commissions in connection with the Initial Public Offering	6,600,000	6,600,000
Derivative liabilities	683,100	623,090
Total Liabilities	13,089,476	12,493,496
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 1,000,945 redeemable shares at approximately $10.98 and $10.84 per share redemption value at March 31, 2024 and December 31, 2023	10,994,111	10,847,403
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023
Additional paid-in capital	518,063	509,211
Accumulated deficit	(12,130,801)	(11,496,955)
Total stockholders’ deficit	(11,612,138)	(10,987,144)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	12,471,449	12,353,755
Related Party
Current assets:
Due from related party	195,000	195,000
Current liabilities:
Due to related party	910,000	805,000
Investor
Current liabilities:
Due to investor, net of debt discount	570,166	320,755
Shareholders
Current liabilities:
Due to Shareholders	650,402	628,758
Class A Common Stock
Stockholders’ Deficit:
Common stock value	510	510
Class B Common Stock
Stockholders’ Deficit:
Common stock value	$ 90	$ 90

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Class A common stock, shares subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares, shares subject to possible redemption outstanding	1,000,945	1,000,945
Class A common stock, shares subject to possible redemption per share (in Dollars per share)	$ 10.98	$ 10.84
Common stock, par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	6,100,945	6,100,945
Common stock, shares issued	6,100,945	6,100,945
Nonredeemable Class A Common Stock
Common stock, shares outstanding	5,100,000	5,100,000
Common stock, shares issued	5,100,000	5,100,000
Class B Common Stock
Common stock, par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	900,000	900,000
Common stock, shares issued	900,000	900,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and administrative expenses	$ 352,581	$ 506,326
Franchise tax expenses	39,400	50,000
Loss from operations	(466,981)	(631,326)
Other (expense) income:
Change in fair value of derivative liabilities	(60,010)	(175,950)
Change in initial value of Forward Purchase Agreement Liability		(39,104)
Interest expense – debt discount	(226,615)
Gain on investments held in Trust Account	141,122	1,884,991
Gain on forgiveness of deferred underwriting fee payable		273,110
Total other (expense) income	(145,503)	1,943,047
(Loss) income before income tax expense	(612,484)	1,311,721
Income tax expense	(21,362)	(416,252)
Net (loss) income	(633,846)	895,469
Related Party
General and administrative expenses - related party	$ 75,000	$ 75,000
Class A Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	1,000,945	18,456,264
Basic net (loss) income per common share (in Dollars per share)	$ (0.09)	$ 0.04
Class A Non-Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	5,100,000	1,473,333
Basic net (loss) income per common share (in Dollars per share)	$ (0.09)	$ 0.04
Class B Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	900,000	5,484,270
Basic net (loss) income per common share (in Dollars per share)	$ (0.09)	$ 0.04

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Redeemable Common Stock
Weighted average shares outstanding, diluted	1,000,945	18,456,264
Diluted net (loss) income per common share	$ (0.09)	$ 0.04
Class A Non-Redeemable Common Stock
Weighted average shares outstanding, diluted	5,100,000	1,473,333
Diluted net (loss) income per common share	$ (0.09)	$ 0.04
Class B Common Stock
Weighted average shares outstanding, diluted	900,000	5,484,270
Diluted net (loss) income per common share	$ (0.09)	$ 0.04

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 600		$ (11,885,332)	$ (11,884,732)
Balance (in Shares) at Dec. 31, 2022		6,000,000
Accretion of Class A common stock subject to redemption value				3,628,151	3,628,151
Contributions from Sponsor			100,000		100,000
Initial Value of Forward Purchase Agreement			(86,369)		(86,369)
Class B common stock converted to Class A common stock on a one for one basis	$ 510	$ (510)
Class B common stock converted to Class A common stock on a one for one basis (in Shares)	5,100,000	(5,100,000)
Net income (loss)				895,469	895,469
Balance at Mar. 31, 2023	$ 510	$ 90	13,631	(7,361,712)	(7,347,481)
Balance (in Shares) at Mar. 31, 2023	5,100,000	900,000
Balance at Dec. 31, 2023	$ 510	$ 90	509,211	(11,496,955)	(10,987,144)
Balance (in Shares) at Dec. 31, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption value			(168,352)		(168,352)
Fair value of Subscription Shares in connection with Subscription Agreement			177,204		177,204
Net income (loss)				(633,846)	(633,846)
Balance at Mar. 31, 2024	$ 510	$ 90	$ 518,063	$ (12,130,801)	$ (11,612,138)
Balance (in Shares) at Mar. 31, 2024	5,100,000	900,000

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (633,846)	$ 895,469
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in initial value of derivative liabilities	60,010	175,950
Interest expense - debt discount	226,615
Gain on investments held in Trust Account	(141,122)	(1,884,991)
Gain on forgiveness of deferred underwriting fee payable		(273,110)
Change in fair value of forward purchase agreement		39,104
Deferred tax expense (benefit)	422	(156,593)
Changes in operating assets and liabilities:
Prepaid expenses	47,967	154,719
Accounts payable	246,241	22,178
Accrued expenses	(177,088)	188,777
Due to related party	75,000	75,000
Income tax payable	20,940	572,845
Franchise tax payable	39,400	(99,041)
Net cash used in operating activities	(235,461)	(289,693)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		1,446,649
Cash withdrawn from Trust Account in connection with redemption	0	215,621,388
Cash deposited in Trust Account	(1,175,644)	(80,000)
Net cash (used in) provided by investing activities	(1,175,644)	216,988,037
Cash Flows from Financing Activities:
Contributions from Sponsor		100,000
Proceeds from related party	30,000
Proceeds pursuant to subscription agreement	200,000
Capital contribution from Sponsor	890,000
Proceeds from loan payable	30,000
Redemption of Class A common stock		(215,621,388)
Net cash provided by (used in) financing activities	1,150,000	(215,521,388)
Net change in cash and restricted cash	(261,105)	1,176,956
Cash and restricted cash – beginning of the year	314,482	171,583	$ 171,583
Cash and restricted cash – end of the year	53,377	1,348,539	314,482
Cash	53,377	50,931
Restricted Cash		1,297,608	$ 314,482
Supplemental disclosure of noncash activities:
Forgiveness of deferred underwriting fee payable		5,126,890
Class B common converted to Class A common on a one for one basis		510
Initial value of the Forward Purchase Agreement liability		$ 83,369

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 Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has one subsidiary, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”), a direct wholly owned subsidiary of the Company incorporated on October 10, 2023. As of March 31, 2024 the subsidiary had no activity. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into 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 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 of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the holders of 65% of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 3) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) agreed to vote any Founder Shares held by them in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them 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 initial Business Combination within the Combination Period). If the Company is unable to complete a Business Combination by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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. On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”) and (iv) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the Charter Amendment Proposals. In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1% of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock remained issued and outstanding. On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension. Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023. On May 2, 2023, the board of directors of the Company approved an additional one-month extension to June 7, 2023 and deposited an additional $80,000 into the Trust Account. On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of the Company Class A Common Stock purchased in the Company’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). On April 3, 2023, the Company entered into a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On April 18, 2022, the Company received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed with the SEC by 2:30 p.m. Eastern Time on April 21, 2023, the NYSE would post the Company to the NYSE’s late filers list on the Profile, Data and News pages with respect to each of the Company’s securities (the “LF Designation”). Effective April 19, 2022, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile, Data and News pages with respect to each of the Company’s securities. On April 27, 2023, the Company issued a press release reporting that the Company will transfer the listing of its securities to The Nasdaq Stock Market (“Nasdaq”). In the press release, the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023. The Company’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market. On May 24, 2023, the Company received a notification from the Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to regain compliance. The Company subsequently filed the Form 10-Q for the quarter ended March 31, 2023 on June 2, 2023, regaining compliance. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. On November 6, 2023, the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000 subject to the terms and conditions of the Note. Upon execution and delivery of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note. As approved by its stockholders at the annual meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848. On September 7, 2023, October 7, 2023, November 7, 2023, December 15, 2023, January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024 the Company deposited $20,000 into the Trust Account on each date, to extend the Business Combination Period from September 7, 2023 to June 7, 2024. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K, dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc., a Florida corporation. On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) in connection with the proposed business combination with Alpha Modus, Corp. based in Metro-Charlotte, NC (the “Business Combination”). The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share 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 will 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 Company held a meeting on March 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from March 7, 2023, monthly for up to six additional months at the election of the Company, ultimately until as late as September 7, 2023 (the “Extension”, and such extension date the “Extended Date”). In connection with the March 6, 2023 meeting, 21,151,393 shares of the Company’s common stock were redeemed with a total redemption payment of $215,621,387. The Company held its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848. As a result, the Company booked a liability of $2,348,302 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable. Pursuant to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability; (ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability; and (iii) if an Alpha Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability. In all other circumstances the Company will be responsible to pay the Company’s excise tax liability, except if the Company liquidates prior to December 31, 2023, in which event there will be no excise tax liability. The Company will not use any of the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax liability. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined. 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. In October 2023, the Israel-Hamas war commenced. As a result of the war, instability in the Middle East and various other regions of the world may occur and effect the world economy. Various nations, including the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy. Such effects on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certai

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed 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. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10-K filed by the Company with the SEC on May 14, 2024. Principles of Consolidation The accompanying unaudited condensed 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Restricted Cash The Company has $0 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Use of Estimates The preparation of unaudited 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. 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 unaudited 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. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, except for the derivative liabilities (see Note 9). 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). These tiers consist of: ● 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. Capital Call Loan The Company analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares shall be allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This results in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. As of March 31, 2024, the Company received $800,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $229,834, on the accompanying condensed consolidated balance sheets. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of March 31, 2024 and December 31, 2023. Deferred tax liabilities were $10,357 and $9,935 as of March 31, 2024 and December 31, 2023, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Tax expense of approximately $21,000 and $416,000 was recognized for the three months ended March 31, 2024 and 2023, respectively. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 shares of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and 2023. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited 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 On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third-party transactions in the Sponsor’s equity interests. Accordingly, the offering cost is allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Warrants are expensed as incurred. Offering costs allocated to the Public Shares are charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering. The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On October 16, 2021, the over-allotment option expired unexercised.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited. On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 lockup. Contributed Capital As of March 31, 2023, the Sponsor contributed $100,000 to the Company for no consideration. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $163,000 under the Note. On September 7, 2021, the Company repaid $157,000 of Note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. Services Agreement On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. For the period ended March 31, 2024 and 2023, the Company incurred approximately $30,000 and $30,000, respectively, under the services agreement in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively. The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial Business Combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, 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. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. For the three months ended March 31, 2024 and 2023, the Company incurred approximately $45,000 and $45,000, respectively, under the services agreement. As of March 31, 2024 and December 31, 2023, $270,000 and $225,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively. Promissory Note – Related Party On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. As of March 31, 2024 there was no amounts drawn from the promissory note and on November 6, 2023 the Company and the Sponsor entered into a written agreement to rescind and nullify the promissory note. Due to Related Party As of March 31, 2024, the Sponsor advanced a total of $470,000 to the Company of which $450,000 was deposited to the Trust to extend the Business Combination Period from April 7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension and $20,000 was deposited to the Trust to extend the Business Combination period from September 7, 2023 to October 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on September 6, 2023 allowing the Company to consummate an initial business combination from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. As of March 31, 2024 and December 31, 2023, $450,000 and $420,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively. Due from Related Party On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December 13, 2023. Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total value of $80,000 which has been netted against the amount owed. As of March 31, 2024 and December 31, 2023, there were $195,000 amounts outstanding from the Sponsor.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On March 28, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, the Company recognized $273,110 of gain on forgiveness of underwriting fee payable and $5,126,890 toward Class A redeemable shares in relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying unaudited condensed consolidated financial statements. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of March 31, 2024 and December 31, 2023, $6,600,000 and $6,600,000 were outstanding under deferred underwriting fee payable, respectively. Forward Share Purchase Agreement On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below. Business Combination Agreements On April 3, 2023, the Company entered into a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. Management does not believe that Avila has the funds to pay the reimbursement of expenses in connection with the Avila BCA and believes it to be uncollectible. The Company has fully valued the receivable from Avila for the reimbursement of expenses in connection with the Avila BCA as of March 31, 2024. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation. Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”). For the three months ended March 31, 2024, Polar funded Sponsor additional $200,000 under the Subscription Agreement and the Sponsor loaned the Company $200,000 from Polar. For the year ended December 31, 2023, Polar funded Sponsor $600,000 under the Subscription Agreement and the Sponsor loaned the Company $325,000 from Polar. All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar. All Capital Calls funded by Polar shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination. At the option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of one share of Class A Common Stock for each $10 of the outstanding Capital Calls funded by Polar. Sponsor is also responsible to reimburse Polar for its reasonable attorney’s fees incurred in connection with the Subscription Agreement up to $5,000. In the event, a business combination does not occur and the Company liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s bank accounts, excluding the Company’s Trust Account. The Sponsor Loans shall not accrue interest and shall be repaid by the Company at the closing of the business combination. In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared effective no later than 90 days after the Business Combination Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective. In the event the Sponsor of the Company defaults in its obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues.

Class A Shares of Common Stock

Class A Shares of Common Stock Subject to Possible Redemption	3 Months Ended
	Mar. 31, 2024
Class A Shares of Common Stock Subject to Possible Redemption [Abstract]
Class A Shares of Common Stock Subject to Possible Redemption	Note 6 - Class A Shares of Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. In connection with the Extensions on March 6, 2023 and September 6, 2023, the holders of 21,151,393 and 1,847,662 Class A common shares, representing approximately 88.1% and 65%, respectively, of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $10,426,000 will remain in the trust account and 1,000,945 shares of Class A Common Stock subject to possible redemption will remain issued and outstanding. As of March 31, 2024 and December 31, 2023, there were 1,000,945 shares of Class A common stock subject to possible redemption outstanding at $10.98 and $10.84 redemption value, respectively, all of which were subject to possible redemption. The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 $ 10,847,403 Plus: Accretion of Class A common stock subject to possible redemption amount 146,708 Class A common stock subject to possible redemption at March 31, 2024 $ 10,994,111

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock - no Class A Common Stock - Class B Common Stock - Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2024
Warrants [Abstract]
Warrants	Note 8 - Warrants As of March 31, 2024 and December 31, 2023, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing 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 will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “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 Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of 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; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2024 Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 11,981,456 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 396,000 $ — Derivative liabilities-private warrants $ — $ 287,100 $ — December 31, 2023 Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December 31, 2023. The Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 measurement in September 2022, as the Public and Private Placement Warrants are viewed as economically equivalent. There were no transfers to/from Levels 1, 2, and 3 during the period ended March 31, 2024. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company, other than as described below, did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On May 6, 2024 the Company deposited $20,000, into the Trust Account to extend the Business Combination Period to June 7, 2024. During the preparation of an Annual Report on Form 10-K for the year ended December 31, 2023 for Insight Acquisition Corp. (the “Company”), the board of directors of the Company (the “Board”) learned that for the period between March 2, 2023 and December 5, 2023, the Company withdrew an approximate amount of $2,497,250 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. Jeff Gary, consistent with his position as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests to Continental. Between March 10, 2023 and December 13, 2023 the Company paid an amount of $1,447,900 of which $1,130,000, in four payments, was paid for estimated income tax payments for 2022 and 2023 and $317,900, in three payments, was paid for Delaware franchise taxes. The CFO, made each of the seven payments for estimated taxes and Delaware franchise taxes. The Board learned further that between March 2, 2023 and December 31, 2023, Mr. Gary used the remaining approximate $3,049,360 that was withdrawn from the Trust Account for tax purposes, to pay other business expenses of the Company. Each of the transactions described above was recorded on the books of the Company and no money was used for anything other than tax payments or appropriate Company business related expenses. The $1,049,360 that was withdrawn from the Trust Account for tax purposes to pay business expenses of the Company was fully paid back to the Trust Account by the Sponsor on March 15, 2024 and on March 26, 2024, and the Sponsor wired an additional $36,285.07 in to the Trust Account to reimburse the Trust Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account. As a result, there has been no financial loss to shareholders or the Trust Account. As a result of the above conduct by Mr. Gary, the Board adopted resolutions taking the following actions: 1. On April 21, 2024, Mr. Gary was removed as the Company’s Chief Executive Officer and Chief Financial Officer of the Company. 2. On April 21, 2024, Mr. Gary was appointed as an Assistant Finance Manager of the Company and shall report to the new Chief Financial Officer of the Company. 3. On April 21, 2024, Michael Singer, the Executive Chairman of the Company, was appointed to the position of Chief Executive Officer of the Company. 4. On April 21, 2024, Mr. Gary resigned as a director of the Board and the Board has accepted Mr. Gary’s resignation on April 21, 2024. 5. Mr. Gary shall be removed from all Company bank accounts, including the Trust Account and Mr. Gary’s authority to withdraw funds from the Company bank accounts, including the Trust Account has been terminated. 6. On April 21, 2024, the Board engaged Glenn Worman as the Company’s Chief Financial Officer, and that Mr. Worman will approve and sign the Company’s 2023 Annual Report on Form 10-K. 7. Mr. Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement of Mr. Worman as the new Chief Financial Officer of the Company. 8. Going forward all withdrawals from the Trust Account, payments of taxes and all fund transfers between the Company and the Sponsor will require the approval of both the Chief Executive Officer and Chief Financial Officer. 9. All deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500, shall be forfeited by Mr. Gary, and that henceforth Mr. Gary shall cease to accrue $7,500 per month in service fees currently recorded in due to related party on the balance sheet. 10. Mr. Gary shall not be the Company’s designee to be a member of the board of directors of the post-transaction company in the Company’s planned business combination with Alpha Modus Corp. In May 2024, the Company and the Sponsor entered into a capital contribution agreement effective as of May 9, 2023, in which the funds deposited by the Sponsor were to be considered a capital contribution to the Company. On May 15, 2024, the Company, Sponsor and Polar entered into Amendment No. 1 to the Subscription Agreement (the Amendment”) pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. (the “Subscription Shares”). The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the closing of the business combination or (ii) if no such registration statement is filed in connection with the closing of the business combination, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the closing of the business combination, which shall be filed no later than 30 days after the closing of the business combination and declared effective no later than 90 days after the closing of the business combination. Sponsor shall not sell, transfer or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective. On June 5, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting the Company’s stockholders approved the filing of a Third Amendment (the “Third Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State to modify the terms and extend time by which the Company has to consummate an initial business combination (the “Business Combination”) from June 7, 2024 to December 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Special Meeting and the planned filing of the Third Amendment, 481,865 shares of the Company’s Class A Common Stock, $0.0001 par value per share, were tendered for redemption.

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)	$ (633,846)	$ 895,469

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
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed 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. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10-K filed by the Company with the SEC on May 14, 2024.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no
Restricted Cash	Restricted Cash The Company has $0
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Use of Estimates	Use of Estimates The preparation of unaudited 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. 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 unaudited 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. Accordingly, the actual results could differ significantly from those estimates.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, except for the derivative liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Liabilities	Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination.
Capital Call Loan	Capital Call Loan The Company analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares shall be allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This results in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. As of March 31, 2024, the Company received $800,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $229,834, on the accompanying condensed consolidated balance sheets. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheets.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of March 31, 2024 and December 31, 2023. Deferred tax liabilities were $10,357 and $9,935 as of March 31, 2024 and December 31, 2023, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Tax expense of approximately $21,000 and $416,000 was recognized for the three months ended March 31, 2024 and 2023, respectively. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 shares of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net (Loss) Income Per Common Share	Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and 2023. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net (Loss) Income Per Share	The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04

Class A Shares of Common Stoc_2

Class A Shares of Common Stock Subject to Possible Redemption (Tables)	3 Months Ended
	Mar. 31, 2024
Class A Shares of Common Stock Subject to Possible Redemption [Abstract]
Schedule of Class A Common Stock Subject to Possible Redemption	The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 $ 10,847,403 Plus: Accretion of Class A common stock subject to possible redemption amount 146,708 Class A common stock subject to possible redemption at March 31, 2024 $ 10,994,111

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 11,981,456 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 396,000 $ — Derivative liabilities-private warrants $ — $ 287,100 $ — Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - 1							3 Months Ended		9 Months Ended
	Sep. 06, 2023 USD ($) $ / shares shares	May 07, 2023 USD ($)	May 02, 2023 USD ($)	Mar. 28, 2023 USD ($)	Mar. 06, 2023 USD ($) $ / shares shares	Sep. 07, 2021 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 07, 2024 USD ($) $ / shares	Dec. 31, 2023 $ / shares shares	Aug. 17, 2023 $ / shares
Description of Organization and Business Operations [Line Items]
Condition for future business combination number of businesses minimum							1
Price of warrant (in Dollars per share) | $ / shares							$ 11.5
Investment of cash into trust account | $							$ 1,175,644	$ 80,000
Investments maximum maturity term							185 days
Percentage of fair market value							80%
Percentage of shares voted							65%
Condition for future business combination threshold Net Tangible Assets | $					$ 5,000,001
Warrant [Member]
Description of Organization and Business Operations [Line Items]
Offering costs allocated to derivative warrant liabilities | $						$ 668,000
Private placement warrant issued (in Shares)							8,700,000
Shares issued, price per share (in Dollars per share) | $ / shares											$ 1
Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Price of warrant (in Dollars per share) | $ / shares											$ 1
Minimum [Member]
Description of Organization and Business Operations [Line Items]
Redemption limit percentage without prior consent							20%
Maximum [Member]
Description of Organization and Business Operations [Line Items]
Redemption limit percentage without prior consent							20%
Percentage of public shares							100%
Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Investment of cash into trust account | $							$ 20,000
Shares issued, price per share (in Dollars per share) | $ / shares							$ 0.02		$ 0.02
Sponsor [Member] | Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Private placement warrant issued (in Shares)							1,200,000
Sponsor [Member] | Maximum [Member]
Description of Organization and Business Operations [Line Items]
Percentage of public shares.							100%
Investment Company Act of 1940 [Member] | Minimum [Member]
Description of Organization and Business Operations [Line Items]
Percentage of ownership voting securities							50%
Board of Directors [Member]
Description of Organization and Business Operations [Line Items]
Investment of cash into trust account | $		$ 80,000	$ 80,000	$ 80,000
Business combination days				May 07, 2023
Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock, par value (in Dollars per share) | $ / shares							$ 0.0001			$ 0.0001
Temporary equity shares issued (in Shares)					21,151,393
Percentage of shares issued and outstanding					88.10%
Trust account | $					$ 28,744,831		$ 10,426,000
Temporary equity shares outstanding (in Shares)							1,000,945			1,000,945
Class A Common Stock [Member] | Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Temporary equity shares issued (in Shares)					21,151,393
Temporary equity shares outstanding (in Shares)	1,847,662
Class B Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock, par value (in Dollars per share) | $ / shares							$ 0.0001			$ 0.0001
Class B Common Stock [Member] | Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock, par value (in Dollars per share) | $ / shares					$ 0.0001
Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Temporary equity shares issued (in Shares)					2,848,607
Temporary equity shares outstanding (in Shares)					2,848,607
Forecast [Member]
Description of Organization and Business Operations [Line Items]
Maximum net interest to pay dissolution expenses | $									$ 100,000
Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued (in Shares)						24,000,000	24,000,000
Investment of cash into trust account | $	$ 20,000						$ 241,200,000		$ 20,000
Shares issued, price per share (in Dollars per share) | $ / shares	$ 0.02						$ 10.05
Initial Public Offering [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued (in Shares)						24,000,000
Generating gross proceeds | $						$ 240,000,000
Offering costs | $						17,500,000
Deferred underwriting commissions | $						$ 12,000,000
Price of warrant (in Dollars per share) | $ / shares						$ 11.5
Forward purchase transaction of shares (in Shares)							2,376,000
Initial Public Offering [Member] | Class A Common Stock [Member] | Maximum [Member]
Description of Organization and Business Operations [Line Items]
Forward purchase transaction of shares (in Shares)							2,500,000
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Private placement warrant issued (in Shares)							7,500,000
Private Placement [Member] | Warrant [Member]
Description of Organization and Business Operations [Line Items]
Price of warrant (in Dollars per share) | $ / shares							$ 1
Proceeds | $							$ 8,700,000
Public Stockholders [Member]
Description of Organization and Business Operations [Line Items]
Shares issued, price per share (in Dollars per share) | $ / shares							$ 10.05

Description of Organization a_3

Description of Organization and Business Operations (Details) - 2 - USD ($)

3 Months Ended

Mar. 20, 2024

Feb. 07, 2024

Feb. 02, 2024

Jan. 05, 2024

Dec. 15, 2023

Nov. 07, 2023

Nov. 06, 2023

Oct. 07, 2023

Sep. 07, 2023

Aug. 17, 2023

Aug. 10, 2023

Mar. 06, 2023

Mar. 31, 2024

Mar. 31, 2023

Jun. 07, 2024

Description of Organization and Business Operations [Line Items]

Avila payment, description

1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.

Unsecured promissory note

$ 480,000

Sponsor advance

$ 470,000

Investment of cash into trust account

$ 1,175,644

$ 80,000

Number of shares redemption in exchange (in Shares)

1,847,662

Warrant [Member]

Description of Organization and Business Operations [Line Items]

Shares issued, price per share (in Dollars per share)

$ 1

Common Stock [Member]

Description of Organization and Business Operations [Line Items]

Shares issued, price per share (in Dollars per share)

$ 0.02

$ 0.02

Investment of cash into trust account

$ 20,000

Redemption payment

$ 215,621,387

Business Combination [Member]

Description of Organization and Business Operations [Line Items]

Investment of cash into trust account

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

Avila [Member]

Description of Organization and Business Operations [Line Items]

Other expenses

$ 300,000

Sponsor [Member]

Description of Organization and Business Operations [Line Items]

Sponsor advance

200,000

Principal amount

$ 480,000

Sponsor [Member] | Unsecured Promissory Note [Member]

Description of Organization and Business Operations [Line Items]

Unsecured promissory note

480,000

Sponsor advance

480,000

Promissory Note [Member]

Description of Organization and Business Operations [Line Items]

Sponsor advance

$ 480,000

Sponsor principal amount

$ 480,000

Common Stock [Member]

Description of Organization and Business Operations [Line Items]

Redemption payment

$ 19,208,848

$ 19,208,848

Description of Organization a_4

Description of Organization and Business Operations (Details) - 3 - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 07, 2023

Sep. 06, 2023

Aug. 30, 2023

Aug. 17, 2023

Mar. 06, 2023

Sep. 13, 2021

Sep. 07, 2021

Mar. 31, 2024

Mar. 31, 2023

Jun. 07, 2024

Dec. 31, 2023

Aug. 16, 2022

Description of Organization and Business Operations [Line Items]

Common stock redeemed (in Shares)

21,151,393

Investment of cash into trust account

$ 1,175,644

$ 80,000

Excise tax payable

$ 2,348,302

Percentage of excise tax

1%

Cash

$ 53,377

$ 50,931

Working capital deficit

4,655,624

Issuance of ordinary shares to sponsor value

25,000

Loan payable

$ 163,000

Repaid amount

$ 6,000

$ 157,000

Price of warrant (in Dollars per share)

$ 11.5

Promissory note principal amount

$ 480,000

Principal amount paid to sponsor

$ 480,000

Sponsor advance

$ 470,000

Sponsor loan

200,000

$ 600,000

Outstanding due

$ 800,000

600,000

Private Placement Warrant [Member]

Description of Organization and Business Operations [Line Items]

Price of warrant (in Dollars per share)

$ 1

Unsecured Promissory Note [Member]

Description of Organization and Business Operations [Line Items]

Aggregate principal amount

$ 480,000

Minimum [Member]

Description of Organization and Business Operations [Line Items]

Per share amount to be maintained in the trust account (in Dollars per share)

$ 10.05

Maximum [Member]

Description of Organization and Business Operations [Line Items]

Per share amount to be maintained in the trust account (in Dollars per share)

$ 10.05

Capital Call [Member]

Description of Organization and Business Operations [Line Items]

Payments for fees

$ 1,000,000

Common Stock [Member]

Description of Organization and Business Operations [Line Items]

Redemption payment

$ 215,621,387

Investment of cash into trust account

$ 20,000

Shares issued, price per share (in Dollars per share)

$ 0.02

$ 0.02

Sponsor [Member]

Description of Organization and Business Operations [Line Items]

Sponsor advance

$ 200,000

Sponsor loan

$ 600,000

Sponsor [Member] | Unsecured Promissory Note [Member]

Description of Organization and Business Operations [Line Items]

Aggregate principal amount

480,000

Sponsor advance

$ 480,000

Inflation Reduction Act 2022 [Member]

Description of Organization and Business Operations [Line Items]

Percentage of excise tax on repurchase of shares

1%

Percentage of fair market value of shares

1%

Common Stock [Member]

Description of Organization and Business Operations [Line Items]

Common stock redeemed (in Shares)

1,847,662

Redemption payment

$ 19,208,848

$ 19,208,848

Trust Account Assets [Member]

Description of Organization and Business Operations [Line Items]

Minimum share price of the residual assets remaining available for distribution (in Dollars per share)

$ 10.05

IPO [Member]

Description of Organization and Business Operations [Line Items]

Investment of cash into trust account

$ 20,000

$ 241,200,000

$ 20,000

Shares issued, price per share (in Dollars per share)

$ 0.02

$ 10.05

Cash

$ 53,377

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Cash equivalents
Restricted cash		$ 1,297,608	314,482
FDI coverage limit	$ 250,000
Maturity days	185 days
Subscription receivable	$ 800,000		600,000
Debt discount	229,834		279,245
Deferred tax liabilities	10,357		$ 9,935
Recognized tax expense	$ 21,000	$ 416,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Temporary equity, shares outstanding (in Shares)	1,000,945		1,000,945
Warrants to purchase aggregate of common stock (in Shares)	20,700,000
Over-Allotment Option [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Overallotment option vesting period	45 days
Purchase of over allotment (in Shares)	3,600,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of over allotment (in Shares)	3,600,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (90,623)	$ 690,336
Denominator:
Basic and diluted weighted average common shares outstanding	1,000,945	18,456,264
Basic and diluted net (loss) income per common share	$ (0.09)	$ 0.04
Class A non- redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (461,740)
Denominator:
Basic and diluted weighted average common shares outstanding	5,100,000
Basic and diluted net (loss) income per common share	$ (0.09)
Class B Common Stock [Member]
Numerator:
Allocation of net (loss) income	$ (81,483)	$ 205,133
Denominator:
Basic and diluted weighted average common shares outstanding	900,000	5,484,270
Basic and diluted net (loss) income per common share	$ (0.09)	$ 0.04

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A redeemable [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	1,000,945	18,456,264
Diluted net (loss) income per common share	$ (0.09)	$ 0.04
Class A non- redeemable [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	5,100,000
Diluted net (loss) income per common share	$ (0.09)
Class B Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	900,000	5,484,270
Diluted net (loss) income per common share	$ (0.09)	$ 0.04

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		3 Months Ended
	Sep. 07, 2021	Mar. 31, 2024	Sep. 06, 2023	Aug. 17, 2023	Mar. 06, 2023
Initial Public Offering [Line Items]
Common stock price, per share		$ 11.5
Warrant [Member]
Initial Public Offering [Line Items]
Investors of price per share				$ 1
Sponsor [Member]
Initial Public Offering [Line Items]
Investors of price per share					$ 0.04
Anchor Investor [Member]
Initial Public Offering [Line Items]
Number of units issued		23,760,000
Anchor Investor [Member] | Founder Shares [Member]
Initial Public Offering [Line Items]
Generating gross proceeds		$ 3,200,000
Estimated fair value of shares sold to investors price per share		$ 2.37
Anchor Investor [Member] | Sponsor [Member] | Founder Shares [Member]
Initial Public Offering [Line Items]
Aggregate number of shares transferred to investor		1,350,000
Investors of price per share		$ 0.004
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of shares issued	24,000,000	24,000,000
Investors of price per share		$ 10.05	$ 0.02
Initial Public Offering [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Transaction costs	$ 668,000
Initial Public Offering [Member] | Class A Common Stock [Member]
Initial Public Offering [Line Items]
Number of shares issued	24,000,000
Generating gross proceeds	$ 240,000,000
Offering costs	17,500,000
Deferred underwriting commissions	$ 12,000,000
Common stock price, per share	$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units issued		3,600,000

Related Party Transactions (Det

Related Party Transactions (Details)

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 06, 2023 USD ($) $ / shares

Aug. 17, 2023 USD ($) $ / shares

Aug. 07, 2023 USD ($)

Jul. 20, 2023 USD ($)

May 07, 2023 USD ($)

May 02, 2023 USD ($)

Mar. 28, 2023 USD ($)

Mar. 22, 2023 shares

Mar. 06, 2023 USD ($) $ / shares

Oct. 16, 2021 shares

Sep. 13, 2021 USD ($)

Sep. 07, 2021 USD ($) $ / shares shares

Sep. 01, 2021 USD ($)

May 05, 2021 USD ($) $ / shares shares

Mar. 31, 2024 USD ($) $ / shares shares

Mar. 31, 2023 USD ($)

Jun. 07, 2024 USD ($)

Dec. 31, 2023 USD ($) shares

Dec. 13, 2023 USD ($)

Oct. 11, 2023 USD ($)

Oct. 10, 2023 USD ($)

Jul. 29, 2021 shares

Apr. 30, 2021 USD ($)

Related Party Transactions [Line Items]

Stock split

the Company effected a 1:1.1162791 stock split of Class B common stock

Exercise price (in Dollars per share) | $ / shares

$ 11.5

Number of securities called by each warrant (in Shares) | shares

1

Trading period after completion of business combination

30 days

Loan payable

$ 163,000

Repaid amount

$ 6,000

$ 157,000

Incurred amount

45,000

$ 45,000

Maximum borrowing capacity of related party promissory note

$ 480,000

Sponsor advance

470,000

Cash deposited in Trust Account

$ 1,175,644

$ 80,000

Operating bank account

$ 616,000

$ 616,000

$ 616,000

Private Placement Warrants [Member]

Related Party Transactions [Line Items]

Warrants to sponsor (in Shares) | shares

8,700,000

Exercise price (in Dollars per share) | $ / shares

$ 1

Proceeds from warrants

$ 8,700,000

Warrant [Member]

Related Party Transactions [Line Items]

Warrants to sponsor (in Shares) | shares

8,700,000

Debt instrument conversion price per warrant (in Dollars per share) | $ / shares

$ 1

Public offering price per share (in Dollars per share) | $ / shares

$ 1

Promissory Note [Member]

Related Party Transactions [Line Items]

Sponsor advance

$ 480,000

Promissory Note [Member] | Sponsor [Member]

Related Party Transactions [Line Items]

Cover expenses

$ 300,000

Working Capital Loans [Member]

Related Party Transactions [Line Items]

Working capital loans convertible into warrants

$ 1,500,000

Unsecured Promissory Note [Member]

Related Party Transactions [Line Items]

Exercise price (in Dollars per share) | $ / shares

$ 1

Related Party [Member]

Related Party Transactions [Line Items]

Due to related party

450,000

420,000

Sponsor [Member]

Related Party Transactions [Line Items]

Offering costs

$ 25,000

Sponsor Contributed capital

100,000

Loan payable

163,000

Repaid amount

$ 157,000

Related party transaction

$ 891,000

$ 891,000

Cash deposited in Trust Account

$ 80,000

450,000

Public offering price per share (in Dollars per share) | $ / shares

$ 0.04

Deposit

$ 20,000

Operating expenses

80,000

Outstanding from Sponsor

$ 195,000

195,000

Sponsor [Member] | Private Placement Warrants [Member]

Related Party Transactions [Line Items]

Warrants to sponsor (in Shares) | shares

1,200,000

Sponsor [Member] | Services Agreement [Member]

Related Party Transactions [Line Items]

Expenses per month

$ 10,000

Sponsor [Member] | Promissory Note [Member]

Related Party Transactions [Line Items]

Repaid amount

$ 6,000

Sponsor [Member] | Services Agreement [Member]

Related Party Transactions [Line Items]

Incurred amount

$ 30,000

$ 30,000

Founder [Member]

Related Party Transactions [Line Items]

Issuance of shares (in Shares) | shares

6,181,250

Founder shares, par value (in Dollars per share) | $ / shares

$ 0.0001

Forfeit founder shares (in Shares) | shares

900,000

Percentage of issued and outstanding shares

20%

Closing price per share (in Dollars per share) | $ / shares

$ 12

Threshold trading days for transfer

20

Threshold consecutive trading days

30

Threshold period after the business combination

150 days

Founder Shares [Member]

Related Party Transactions [Line Items]

Transferred shares (in Shares) | shares

1,350,000

Restrictions on transfer period of time after business combination completion

1 year

Board of directors [Member]

Related Party Transactions [Line Items]

Due to related party

$ 270,000

225,000

Services Agreement [Member]

Related Party Transactions [Line Items]

Due to related party

190,000

$ 160,000

Board of directors [Member]

Related Party Transactions [Line Items]

Related party transaction

$ 15,000

Cash deposited in Trust Account

$ 80,000

$ 80,000

$ 80,000

Class B Common Stock [Member]

Related Party Transactions [Line Items]

Common stock shares outstanding (in Shares) | shares

900,000

900,000

Shares exchanged (in Shares) | shares

5,100,000

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

Related Party Transactions [Line Items]

Common stock shares outstanding (in Shares) | shares

6,900,000

Shares forfeited (in Shares) | shares

900,000

Class A Common Stock [Member]

Related Party Transactions [Line Items]

Common stock shares outstanding (in Shares) | shares

6,100,945

6,100,945

Class A Common Stock [Member] | Private Placement Warrants [Member]

Related Party Transactions [Line Items]

Exercise price (in Dollars per share) | $ / shares

$ 11.5

Private Placement [Member]

Related Party Transactions [Line Items]

Warrants to sponsor (in Shares) | shares

7,500,000

Private Placement [Member] | Warrant [Member]

Related Party Transactions [Line Items]

Exercise price (in Dollars per share) | $ / shares

$ 1

Proceeds from warrants

$ 8,700,000

IPO [Member]

Related Party Transactions [Line Items]

Issuance of shares (in Shares) | shares

24,000,000

24,000,000

Cash deposited in Trust Account

$ 20,000

$ 241,200,000

$ 20,000

Public offering price per share (in Dollars per share) | $ / shares

$ 0.02

$ 10.05

IPO [Member] | Class A Common Stock [Member]

Related Party Transactions [Line Items]

Issuance of shares (in Shares) | shares

24,000,000

Transferred shares (in Shares) | shares

2,376,000

Exercise price (in Dollars per share) | $ / shares

$ 11.5

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 10, 2023	Mar. 29, 2023	Mar. 28, 2023	Aug. 30, 2023	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Underwriter waived			$ 5,400,000
Deferred underwriter commissions payable			8,400,000
Forgiveness of underwriting fee payable			273,110
Remainder underwriter fee			3,000,000
Deferred underwriting fee payable					$ 6,600,000	$ 6,600,000
Reimbursement of expenses	$ 300,000
Avila payment, description					1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.
Sponsor fund fees					$ 200,000	600,000
Sponsor loaned					$ 200,000	$ 325,000
issuance share (in Shares)					1
Outstanding Capital (in Shares)					10
Reasonable attorney’s fees				$ 5,000
Class A Redeemable Shares [Member]
Commitments and Contingencies [Line Items]
Underwriter fee allocated			$ 5,126,890
Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor share par value (in Dollars per share)					$ 0.0001	$ 0.0001
Sponsor value					$ 510	$ 510
Class B Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor share par value (in Dollars per share)					$ 0.0001	$ 0.0001
Sponsor value					$ 90	$ 90
Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriters for deferred underwriting commissions price (in Dollars per share)					$ 0.5
Underwriters for deferred underwriting commissions					$ 12,000,000
Deferred underwriting commissions					2,500,000
Deferred underwriting commission aggregate value					$ 14,500,000
IPO [Member] | Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Share Purchase Agreement (in Shares)					2,376,000
IPO [Member] | Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriting discount, per unit (in Dollars per share)					$ 0.2
Underwriting discount					$ 4,800,000
IPO [Member] | Forward Share Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Share Purchase Agreement (in Shares)		2,376,000
Forward Share Purchase Agreement (in Shares)		2,500,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Over-allotment option was fully exercised (in Dollars per share)					$ 0.7
Sponsor [Member]
Commitments and Contingencies [Line Items]
Sponsor fees				$ 1,000,000
Sponsor [Member] | Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor share par value (in Dollars per share)					$ 0.1
Sponsor [Member] | Class B Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor value					$ 1

Class A Shares of Common Stoc_3

Class A Shares of Common Stock Subject to Possible Redemption (Details) - Common Class A [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Sep. 06, 2023	Mar. 06, 2023
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Common stock authorized	200,000,000
Temporary equity, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Temporary equity shares issued				21,151,393
Temporary equity shares outstanding	1,000,945	1,000,945
Common stock held in trust (in Dollars)	$ 10,426,000			$ 28,744,831
Temporary equity, redemption price per share (in Dollars per share)	$ 10.98	$ 10.84
Common Stock [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Temporary equity shares issued				21,151,393
Temporary equity shares outstanding			1,847,662
Percentage of common stock issued and outstanding			65%	88.10%

Class A Shares of Common Stoc_4

Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Class A Common Stock Subject to Possible Redemption [Line Items]
Class A common stock subject to possible redemption	$ 10,847,403	$ 243,597,590
Class A common stock subject to possible redemption	10,994,111	10,847,403
Redemptions		(234,830,236)
Due to shareholder		(628,758)
Accretion of carrying value to redemption value	(146,708)	(2,418,083)
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Accretion of Class A common stock subject to possible redemption amount	$ 146,708	$ 2,418,083

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares		3 Months Ended
	Mar. 22, 2023	Mar. 31, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred shares outstanding
Preferred shares issued
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		200,000,000	200,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares issued		6,100,945	6,100,945
Common stock shares outstanding		6,100,945	6,100,945
Ratio to be applied to the stock in the conversion		20%
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		20,000,000	20,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares issued		900,000	900,000
Common stock shares outstanding		900,000	900,000
Conversion of stock shares issued	5,100,000
Common stock, votes per share		one

Warrants (Details)

Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Warrants [Line Items]
Exercise price per share	$ 11.5
Share redemption trigger price	18
Redemption price per public warrant	$ 0.01
Consecutive trading days for redemption	30 days
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)	12,000,000
Public warrants exercisable business combination term	30 days
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)		8,700,000
Exercise price per share	$ 1
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Public Warrants [Member]
Warrants [Line Items]
Adjusted exercise price of warrants percent	115%
Warrant redemption price per share percentage	180%
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Maximum [Member] | Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Minimum [Member] | Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Percentage of the proceeds to be used for business combination	60%
Class A Common Stock [Member]
Warrants [Line Items]
Price per share	$ 18
Class A Common Stock [Member] | Private Placement Warrants [Member]
Warrants [Line Items]
Exercise price per share	$ 11.5

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
US Treasury Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities	$ 11,981,456	$ 10,664,690
US Treasury Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities
US Treasury Securities [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities
Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	396,000	361,200
Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	287,100	261,890
Private Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				3 Months Ended	9 Months Ended		10 Months Ended
	May 15, 2024	Mar. 26, 2024	Mar. 15, 2024	Mar. 31, 2024	Dec. 13, 2023	Dec. 05, 2023	Dec. 31, 2023	Dec. 07, 2024	May 06, 2024	Dec. 31, 2022
Subsequent Events [Line Items]
Amount withdrew from trust account		$ 1,049,360	$ 1,049,360			$ 2,497,250	$ 3,049,360
Income tax payments					$ 1,447,900		$ 317,900			$ 317,900
Installment payments					$ 1,130,000
Additional amount in to the trust account		$ 36,285.07	$ 36,285.07
Deferred compensation				$ 132,500
Service fees				$ 7,500
Subsequent Event [Member]
Subsequent Events [Line Items]
Deposit into trust account									$ 20,000
Maximum [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Subscription agreement	$ 1,000,000
Minimum [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Subscription agreement	$ 975,000
Common Class A [Member]
Subsequent Events [Line Items]
Redemption of Share (in Shares)				200,000,000
Par value per share (in Dollars per share)				$ 0.0001			$ 0.0001
Forecast [Member]
Subsequent Events [Line Items]
Deposits								$ 20,000
Common stock outstanding per share (in Dollars per share)								$ 0.02
Forecast [Member] | Common Class A [Member]
Subsequent Events [Line Items]
Redemption of Share (in Shares)								481,865
Par value per share (in Dollars per share)								$ 0.0001