Berenson Acquisition Corp. I (BACA) 10-K 31 May 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	May 31, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity File Number	001-40843
Entity Registrant Name	Berenson Acquisition Corp. I
Entity Central Index Key	0001869673
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1070217
Entity Address, Address Line One	667 Madison Avenue
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	212
Local Phone Number	935-7676
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BACA
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Auditor Name	GRANT THORNTON
Auditor Firm ID	248
Auditor Location	New York
Entity Public Float			$ 26,808,510.17
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,045,468
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,897,500

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 115,435	$ 250,453
Franchise tax receivable	47,350	0
Prepaid expenses and other assets	37,533	162,928
Total current assets	200,318	413,381
Cash held in Trust Account	11,214,335	278,782,399
TOTAL ASSETS	11,414,653	279,195,780
CURRENT LIABILITIES:
Accounts payable	222,608	82,872
Accrued expenses	1,903,253	531,228
Income tax payable	392,496	749,165
Excise tax payable	2,079,276	0
Franchise tax payable	0	105,438
Forward purchase liabilities	21,916,000	0
Total current liabilities	26,513,633	1,468,703
Promissory note - related party	$ 100,000	$ 0
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Derivative warrant liabilities	$ 712,730	$ 850,901
Deferred underwriting fee payable	0	9,628,500
TOTAL LIABILITIES	27,326,363	11,948,104
Commitments and Contingencies
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,065,468 at $10.53 and 27,510,000 at $10.13 redemption value issued and outstanding as of December 31, 2023 and 2022, respectively, subject to possible redemption	11,214,335	278,782,399
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at December 31, 2023. No shares were issued and outstanding as of December 31, 2022	100	0
Additional paid-in capital	7,082,142	0
Accumulated deficit	(34,208,975)	(11,535,411)
Total stockholders' deficit	(27,126,045)	(11,534,723)
TOTAL LIABILITIES, COMMON STOCK AND STOCKHOLDERS' DEFICIT	11,414,653	279,195,780
Common Class B [Member]
Stockholders' deficit:
Common stock, value	390	688
Non redeemable ClassA commonstock [Member]
Stockholders' deficit:
Common stock, value	$ 298	$ 0

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 21, 2023	Oct. 17, 2023	Sep. 27, 2023	Dec. 31, 2022	Dec. 31, 2021
Preferred stock par or stated value per share	$ 0.0001				$ 0.0001
Preferred stock shares authorized	1,000,000				1,000,000
Preferred stock shares issued	1,000,000				0
Preferred stock shares outstanding	1,000,000				0
Common stock shares issued		500,000
Temporary equity, Par or stated value per share	$ 10.53				$ 10.13
Common Class A [Member]
Common stock par or stated value per share	$ 0.0001
Common stock shares issued	4,045,468
Common stock shares outstanding	4,045,468
Temporary equity, Par or stated value per share	$ 0.0001				$ 0.0001
Temporary equity, Shares authorized	200,000,000				200,000,000
Temporary equity, Shares issued	1,065,468				27,510,000
Temporary equity, Shares outstanding	1,065,468		4,045,468	1,544,903	27,510,000	27,510,000
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001				$ 0.0001
Common stock shares authorized	20,000,000				20,000,000
Common stock shares issued	3,897,500				6,877,500
Common stock shares outstanding	3,897,500				6,877,500
Non redeemable ClassA commonstock [Member]
Common stock par or stated value per share	$ 0.0001				$ 0.0001
Common stock shares authorized	200,000,000				200,000,000
Common stock shares issued	2,980,000				0
Common stock shares outstanding	2,980,000				0

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses	$ 2,373,753	$ 1,422,628
Franchise tax expenses	113,250	200,000
Loss from operations	2,487,003	1,622,628
Other (expense) income
Interest income	7,217	2,269
Interest income on Trust Account	3,742,685	3,865,691
Forgiveness of deferred underwriting fee	466,982	0
Forward purchase liabilities upon issuance	(22,763,000)	0
Change in fair value of forward purchase liabilities	847,000	0
Change in fair value of derivative warrant liabilities	138,171	9,427,479
Total other (expense) income	(17,560,945)	13,295,439
Net (loss) income before income taxes	(20,047,948)	11,672,811
Income tax expense	(766,116)	(749,165)
Net (loss) income allocable to common stockholders	$ (20,814,064)	$ 10,923,646
Redeemable Class A Common Stock [Member]
Other (expense) income
Weighted average shares outstanding, Basic	8,266,992	27,510,000
Weighted average shares outstanding, Diluted	8,266,992	27,510,000
Basic net (loss) income per share	$ (1.37)	$ 0.32
Diluted net (loss) income per share	$ (1.37)	$ 0.32
Non Redeemable Common Stock [Member]
Other (expense) income
Weighted average shares outstanding, Basic	6,877,500	6,877,500
Weighted average shares outstanding, Diluted	6,877,500	6,877,500
Basic net (loss) income per share	$ (1.37)	$ 0.32
Diluted net (loss) income per share	$ (1.37)	$ 0.32

Statements of Changes in Common

Statements of Changes in Common Stock and Stockholders' Deficit - USD ($)	Total	Common Class A [Member]	Non redeemable ClassA commonstock [Member]	Common Stock [Member] Common Class B [Member]	Common Stock [Member] Non redeemable ClassA commonstock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Preferred Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]
Beginning balance at Dec. 31, 2021		$ 275,100,000
Beginning balance (shares) at Dec. 31, 2021		27,510,000
Beginning balance at Dec. 31, 2021	$ (18,775,970)			$ 688		$ 0	$ (18,776,658)
Beginning balance (shares) at Dec. 31, 2021				6,877,500
Class B shares converted to Class A shares	0
Net income/loss	10,923,646			$ 0		0	10,923,646
Remeasurement of Class A common stock subject to redemption (Adjustment Made to Permanent Equity)		$ 3,682,399
Remeasurement of Class A common stock subject to redemption (Temporary Equity)	(3,682,399)	$ (3,682,399)					(3,682,399)
Ending balance (shares) at Dec. 31, 2022		27,510,000
Ending balance at Dec. 31, 2022	278,782,399	$ 278,782,399
Ending balance (shares) at Dec. 31, 2022				6,877,500	0			0
Ending balance at Dec. 31, 2022	(11,534,723)			$ 688	$ 0	0	(11,535,411)	$ 0
Class A shares redeemed		$ (269,427,564)
Class A shares redeemed (shares)		(26,444,532)
Class B shares converted to Class A shares	30,246,702			$ (298)	$ 298	30,246,702
Class B shares converted to Class A shares (shares)		2,980,000	2,980,000	(2,980,000)	2,980,000
Excess fair value of converted Class B shares to Class A shares	(30,246,702)	$ 0		$ 0		(30,246,702)
Forgiveness of deferred underwriting fees	9,161,518					9,161,518
Issuance of Series A preferred stock shares and forward contract						(100)			$ 100
Issuance of Series A preferred stock shares and forward contract (shares)									1,000,000
Excise tax imposed on class a common stock redeemed	(2,079,276)					(2,079,276)
Net income/loss	(20,814,064)			$ 0		0	(20,814,064)
Remeasurement of Class A common stock subject to redemption (Adjustment Made to Permanent Equity)	(1,859,500)	$ 1,859,500					(1,859,500)
Remeasurement of Class A common stock subject to redemption (Temporary Equity)	(1,859,500)
Ending balance (shares) at Dec. 31, 2023		1,065,468
Ending balance at Dec. 31, 2023	11,214,335	$ 11,214,335
Ending balance (shares) at Dec. 31, 2023				3,897,500	2,980,000			1,000,000
Ending balance at Dec. 31, 2023	$ (27,126,045)			$ 390	$ 298	$ 7,082,142	$ (34,208,975)	$ 100

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (20,814,064)	$ 10,923,646
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on Trust Account	(3,742,685)	(3,865,691)
Change in fair value of derivative warrant liabilities	(138,171)	(9,427,479)
Forgiveness of deferred underwriting fee	(466,982)	0
Changes in operating assets and liabilities:
Franchise tax receivable	(47,350)	0
Prepaid expenses and other assets	125,395	501,196
Accounts payable	139,736	47,678
Accrued expenses	1,372,025	474,628
Income tax payable	(356,669)	749,165
Franchise tax payable	(105,438)	(11,872)
Net cash used in operating activities	(24,034,203)	(608,729)
CASH FLOWS FROM INVESTING ACTIVITIES:
Forward purchase liabilities upon issuance	22,763,000	0
Change in fair value of forward purchase liabilities	(847,000)	0
Funds withdrawn from Trust Account to reimburse for franchise and income tax payments	1,883,185	188,420
Funds withdrawn from Trust Account in connection with redemption	269,427,564	0
Net cash provided by investing activities	293,226,749	188,420
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note - related party	100,000	0
Redemption of Class A common stock	(269,427,564)	0
Net cash used in financing activities	(269,327,564)	0
NET DECREASE IN CASH	(135,018)	(420,309)
CASH BEGINNING OF PERIOD	250,453	670,762
CASH END OF PERIOD	115,435	250,453
Supplemental cash flow information:
Cash paid for income taxes (not inclusive of franchise tax)	1,143,811	0
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Excise tax liability accrued for Class A common stock redemptions	2,079,276	0
Remeasurement of Class A Common Stock subject to possible redemption	1,859,500	3,682,399
Forgiveness of deferred underwriting fee payable allocated to additional paid-in capital	9,161,518	0
Class B Common Stock converted to Class A Common Stock	30,246,702	0
Excess fair value of converted Class B Common Stock to Class A Common Stock	30,246,702	0
Issuance of Series A Preferred Stock	260,000,000	0
Non-cash Share Forward Transaction	$ (260,000,000)	$ 0

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Berenson Acquisition Corp. I (the “Company”) was incorporated in Delaware on June 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). As of December 31, 2023 and 2022, the Company had not commenced any operations. All activity through December 31, 2023 and 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating On September 27, 2021, the registration statement on Form S-1 No. 333-259470) one-half 4 Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5 On October 22, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional Units at $10.00 per Unit, generating additional gross proceeds of $25,100,000. In addition, on October 22, 2021, simultaneously with the partial exercise of the over-allotment option by the underwriters, the Sponsor purchased an additional 502,000 Private Placement Warrants at $1.00 per private placement warrant, generating additional gross proceeds of $502,000. Transaction costs amounted to $16,646,076, consisting of $5,502,000 of underwriting commissions, $9,628,500 of deferred underwriting commissions (see Note 9 1,009,105 for the excess fair value of founder shares attributable to the anchor investors (see Note 5 A total of $275,100,000 (or $10.00 per Unit) of the net proceeds of the sale of the Units (including the partial exercise of the over-allotment option) in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the United States and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 or pre-initial The Company initially had until March 30, 2023 to complete a Business Combination, which was extended to September 30, 2023 (the “Initial Extension”) after the approval obtained at a special meeting of stockholders held on March 28, 2023 and further extended to September 30, 2024 (the “Combination Period”) after the approval obtained at a special meeting of stockholders held on September 27, 2023 (the “Extension). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination by the Combination Period. At the special meeting of stockholders on March 28, 2023 in connection with the Initial Extension, stockholders holding 24,899,629 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. At the special meeting of stockholders on September 27, 2023 in connection with the Extension, stockholders holding 1,544,903 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result of the two extensions, $269,427,564 was removed from the Trust Account to pay such holders as of December 31, 2023. Following the above redemptions, the Company had 4,045,468 Class A Shares outstanding (including the 2,980,000 converted Class B shares and 1,065,468 shares issued pursuant to the Initial Public Offering) and the aggregate amount remaining in the Trust Account of $11,214,335 as of December 31, 2023. The Public Shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Business Combination Agreement On December 22, 2023, the Company entered into a business combination agreement (as amended, the “Business Combination Agreement”) with Custom Health, Inc., a Delaware corporation (“Custom Health”), and Continental Merger Sub Inc., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into Custom Health (the “Merger”), with Custom Health continuing as the surviving company after the Merger, as a result of which Custom Health will become a wholly-owned subsidiary of the Company (the “Business Combination,” and together with other transactions contemplated by the Business Combination and the ancillary agreements, the “Proposed Transaction”). The Proposed Transaction is subject to customary conditions of the respective parties, including the approval of the business combination by our stockholders. In connection with the closing of the Business Combination, the Company will be renamed as “Custom Health, Inc.” and is referred to herein as the “Post-Combination Company” as of the time following such change of name. Stockholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company, Custom Health and certain stockholders of Custom Health holding at least a majority of the shares of common stock of Custom Health entered into a stockholder support agreement (the “Stockholder Support Agreement”), pursuant to which, among other things, such stockholders of Custom Health agreed to (a) vote all of their shares of common stock of Custom Health in favor of the adoption and approval of the Business Combination Agreement and the Proposed Transaction (in any event, within five business days after the Registration Statement becomes effective) and (b) subject their shares of common stock of Custom Health to certain transfer restrictions; in each case, on the terms and subject to the conditions set forth therein. Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the sponsor, the Company and Custom Health entered into the Sponsor Support Agreement, pursuant to which, among other things, the sponsor agreed to (i) vote all of its shares of common stock of the Company (or execute and deliver an action by written consent) in favor of the Proposed Transaction, including the Merger; (ii) not redeem its shares of common stock of the Company, and waive its anti-dilution protection with respect to its shares of Class B common stock of the Company; and (iii) subject to forfeiture 1,719,375 of the shares (“Post-Combination Company Common Stock”) of the combined company (the “Founder Earn-Out Shares”) such earn-out. Liquidity, Capital Resources and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that because of the conditions described below, specifically, because of the additional current liabilities incurred in the fourth quarter of 2023 related to the forward purchase liabilities and excise tax payable, the Company may lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of December 31, 2023, the Company had $115,435 in cash and working capital deficit of approximately $4,004,819 (without taking into account the income taxes payable obligations of $392,496 that may be paid using investment income earned in the Trust Account). The Company may need to raise additional capital in order to operate the Company’s business prior to its initial Business Combination through loans or additional investments. The Company’s Officers, Directors, Sponsor or affiliate of the Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing to meet its current obligations. On September 26, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ with the Sponsor, which may be drawdown upon request by the Company (see Note 5

Restatement of Previously Issue

Restatement of Previously Issued Unaudited Interim Financial Statements	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Issued Unaudited Interim Financial Statements	Note 2—Restatement of Previously Issued Unaudited Interim Financial Statements In connection with the preparation of the Company’s financial statements as of December 31, 2023, management determined it should restate its previously reported financial statements for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023. The Company identified that it had not previously recognized and adjusted the carrying value of Class A Common Stock subject to possible redemption to equal the redemption value at the end of each reporting period ended March 31, 2023 June 30, 2023 and September 30, 2023, in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity.” Due to this error, Class A Common Stock subject to possible redemption was understated and accumulated deficit was overstated. The impact of the error affects the Unaudited Condensed Balance Sheets, Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit and Unaudited Condensed Statement of Cash Flows for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023. The revision had no impact on the Company’s cash position or amount held in the trust account. The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned financial statements is material. The impact of the restatement on the Company’s Unaudited Condensed Financial Statements is reflected in the following tables: Unaudited Condensed Balance Sheet as of March 31, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 6,477,478 $ 28,223,361 Accumulated Deficit $ (5,420,457 ) $ (6,477,478 ) $ (11,897,935 ) Total stockholders’ deficit $ (5,419,769 ) $ (6,477,478 ) $ (11,897,247 ) Unaudited Condensed Balance Sheet as of June 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 5,335,613 $ 27,081,496 Accumulated Deficit $ (5,529,976 ) $ (5,335,613 ) $ (10,865,589 ) Total stockholders’ deficit $ (5,529,288 ) $ (5,335,613 ) $ (10,864,901 ) Unaudited Condensed Balance Sheet as of September 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 5,672,436 $ 5,688,585 $ 11,361,021 Accumulated Deficit $ (5,750,350 ) $ (5,688,585 ) $ (11,438,935 ) Total stockholders’ deficit $ (5,749,662 ) $ (5,688,585 ) $ (11,438,247 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three months ended March 31, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 6,477,478 $ 28,223,361 Accumulated Deficit $ (5,420,457 ) $ (6,477,478 ) $ (11,897,935 ) Total stockholders’ deficit $ (5,419,769 ) $ (6,477,478 ) $ (11,897,247 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and six months ended June 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 5,335,613 $ 27,081,496 Accumulated Deficit $ (5,529,976 ) $ (5,335,613 ) $ (10,865,589 ) Total stockholders’ deficit $ (5,529,288 ) $ (5,335,613 ) $ (10,864,901 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 5,672,436 $ 5,688,585 $ 11,361,021 Accumulated Deficit $ (5,750,350 ) $ (5,688,585 ) $ (11,438,935 ) Total stockholders’ deficit $ (5,749,662 ) $ (5,688,585 ) $ (11,438,247 ) Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ —  $ 6,477,478 $ 6,477,478 Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ —  $ 5,335,613 $ 5,335,613 Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ - $ 5,688,585 $ 5,688,585

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3—Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the 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 years ended December 31, 2023 and 2022 are not necessarily indicative of the results that may be expected in future periods. Immaterial Prior Period Error Correction During the year ended December 31, 2023, we identified an immaterial error relating to the period ended December 31, 2022 during which we should have recognized and adjusted the carrying value of Class A Common Stock subject to possible redemption to equal the redemption value at the end of the period, in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity”. We assessed the materiality of the error on the financial statements for the prior year individually and in the aggregate, and concluded that it was not material to any previously issued financial statements for the period ended December 31, 2022. We corrected the error by revising the financial statements appearing herein. The impact of the error on the Company’s Balance Sheet and Statement of Changes in Common and Preferred Stock and Stockholders’ Deficit as of December 31, 2022 was an understatement of Class A Common Stock subject to redemption of $3,682,399 and an overstatement of Accumulated Deficit of $3,682,399, and on the Statement of Cash Flows within the supplemental schedule of non-cash financing activities for the disclosure of remeasurement of Class A Common Stock subject to possible redemption of $3,682,399. Accounting Standards Adoption Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Cash Held in Trust Account At December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” are marked to market. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. Derivative Liabilities and Forward Purchase Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC 815-40, 815-40”) 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2023 December 31, 2022 Implied volatility 3.2 % 2 % Risk-free interest rate 3.84 % 3.99 % Exercise price for one share of Class A common stock $ 11.50 $ 11.50 Expected term 5 years 5 years Probability of successful Business Combination 60 % 60 % As discussed in Note 6 Key ranges of inputs for the valuation models used to calculate the fair value of the Forward Purchase Liabilities were as follows: Probability weighted Black-Scholes method: December 31, 2023 December 21, 2023 Implied volatility 3.2–61.5 % 3.2–63.8 % Risk-free interest rate 4.04–5.26 % 4.10–5.28 % Exercise price for one share of Class A common stock $ 1.97–10.00 $ 1.97–10.00 Expected term 0.50–3.50 years 0.53–3.53 years Probability of successful Business Combination 60 % 60 % Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with instruments 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in On March 10, 2023, 2,980,000 Class B common stock were converted into 2,980,000 shares of Class A common stock on a one-for-one On March 28, 2023 in connection with the Initial Extension, stockholders holding 24,899,629 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. On September 27, 2023 in connection with the Extension, stockholders holding 1,544,903 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following the redemptions on March 28, 2023 and September 27, 2023, the Company had 1,065,468 shares of Class A common stock subject to possible redemption outstanding as of December 31, 2023. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. The Company recorded an aggregate deferred tax asset and corresponding valuation allowance of approximately $1,371,101 and $570,180 as of December 31, 2023 and 2022, respectively. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as general and administrative expenses. The Company included $14,586 and $21,065 in accrued expenses and general and administrative expenses related to underpayment estimated tax penalty as of December 31, 2023 and 2022, respectively. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Th e Compan Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) 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 redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,079,276 on the balance sheet as of December 31, 2023. The liability does not impact the statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Net (loss) income per Share of Common Stock Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts): For the year ended For the year Redeemable Class A Common Stock Numerator: (Deficit) Earnings allocable to Redeemable Class A Common Stock Net (loss) income allocable to Redeemable Class A Common Stock subject to possible redemption $ (11,361,866 ) $ 8,738,917 Denominator: Weighted Average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,266,992 27,510,000 Basic and diluted net income per share $ (1.37 ) $ 0.32 Non-redeemable Class A and B Common Stock Numerator: Net (loss) income allocable to non-redeemable Class A and B Common Stock Net (loss) income allocable to non-redeemable Class A and B Common Stock $ (9,452,198 ) $ 2,184,729 Denominator: Weighted Average non-redeemable Class A and B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 6,877,500 Basic and diluted net (loss) income per share (1.37 ) $ 0.32 Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 5

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Proposed Public Offering [Abstract]
Initial Public Offering	Note 4 Pursuant to the Initial Public Offering, the Company sold 27,510,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.01 per warrants upon not less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s public shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading Eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased Units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units sold in the Initial Public Offering.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 Founder Shares On June 25, 2021, the Sponsor purchased an aggregate of 7,187,500 Class B Shares of common stock (“Founder Shares”) for an aggregate purchase price of $25,000. In September 2021, the Sponsor transferred an aggregate of 25,000 Founder Shares (for a total of 125,000 shares) to each of its independent directors and special advisor at their original purchase price. Subsequently, on September 30, 2021, the Sponsor sold an aggregate of 1,872,159 Founder Shares to eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the anchor investors at their original purchase price. Following the expiration of the underwriter’s over-allotment option, on November 12, 2021 the Sponsor forfeited 310,000 Founder Shares. On March 10, 2023, 2,980,000 Founder Shares were converted from Class B shares of common stock into 2,980,000 shares of Class A common stock on a one-for-one With certain limited exceptions, the Founder Shares are not transferable, assignable or salable by the initial stockholders until the earlier of (i) one year after the completion of an initial Business Combination and (ii) subsequent to the initial Business Combination, (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In connection with each anchor investor purchasing 100% of the Units allocated to it in the Initial Public Offering, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be $13,610,087 or $7.274 per share. The estimated fair value was determined using the Company stock price less a discount for lack of marketability using a Finnerty Model. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost was accounted for as an equity contribution from the Sponsor. Since a portion of the Initial Public Offering consisted of warrants that are accounted for as liabilities, a portion of the excess of fair value was expensed to the statement of operations. Private Placement Warrants Simultaneously with the consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased from the Company 7,502,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,502,000, in private placements. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants issued as part of the Units in the Initial Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. In addition, the Private Placement Warrants (and the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of a Business Combination. If the Company does not complete a Business Combination by September 30, 2024, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Related Party Loans In addition, in order to fund working capital deficiencies or 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 will loan the Company Working Capital Loans. Upon the consummation of a Business Combination the Working Capital Loans may be repaid out of the proceeds of the Trust Account released to the Company or, at the lender’s discretion, up to $ 1,500,000 of the loan balance may be converted into warrants with terms identical to the Private Placement Warrants at a price of $1.00 per warrant. If a Business Combination does not close the Working Capital Loans could only be repaid with funds held outside the Trust Account. As of December 31, 2023 and 2022, there were no amounts outstanding under any Working Capital Loans. On September 26, 2023, the Company issued the Note in the principal amount of up to $750,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Note does not bear interest and the principal balance will be payable on the Maturity Date. There was $100,000 outstanding as of December 31, 2023. Administrative Services Agreement The Company entered into an agreement with the Sponsor pursuant to which, commencing on September 28, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. For the year ended December 31, 2023 the Company incurred $ 120,000 and incurred an additional $120,000 for the year ended December 31, 2022, for these services, which is included in accrued expenses in the accompanying balance sheet and general and administrative expenses in the accompanying statement of operations.

Forward Purchase Liabilities

Forward Purchase Liabilities	12 Months Ended
	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Forward Purchase Liabilities	Note 6 Series A Convertible Preferred Stock On December 20, 2023, the Company filed a Certificate of Designation authorizing up to 1,000,000 Series A Preferred Stock and fixing the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock. The Series A Preferred Shares issued pursuant to the Share Purchase Agreement represent all of the 1,000,000 shares of Series A Preferred Stock authorized by the Certificate of Designation. Pursuant to the Certificate of Designation, holders of Series A Preferred Shares will not be entitled to receive any dividends in respect of the Series A Preferred Shares or have any voting rights except as otherwise required by applicable law. Other than with respect to certain conversion and redemption rights described herein, the holders of Series A Preferred Shares have no rights upon the dissolution, liquidation and winding up of the Company. Pursuant to the Certificate of Designation, each Series A Preferred Share may be converted into twenty-six (26) shares of Common Stock at the option of the holder on the closing of business on the earlier of (i) December 20, 2024, (ii) the effective date of the dissolution of the Company and (iii) the closing of the Business Combination (the “Conversion Date”) provided that the holder of Series A Preferred Shares provides the Company with at least 30 days written notice as provided in the Certificate of Designation. Pursuant to the Certificate of Designation, each Series A Preferred Share outstanding on close of business the first business day following the Conversion Date (the “Redemption Date”) shall, except to the extent prohibited by Delaware law governing distributions to stockholders, be redeemed by the Company. Share Purchase Agreement On December 21, 2023, the Company entered into a share purchase agreement with an investor (the “Preferred Investor”), pursuant to which the Company issued 1,000,000 shares of the Company’s Series A Preferred Stock, for a purchase price of $260.00 per share representing an aggregate purchase price of $260,000,000 (the “Aggregate Purchase Price”). Share Forward Transaction On December 21, 2023, the Company (the Company is referred to in the Confirmation Agreement (as defined below) as the “Counterparty” prior to the consummation of the Business Combination (as defined in the Confirmation Agreement), while the post-Business Combination combined company is referred to as the “Counterparty” in the Confirmation Agreement) and the Preferred Investor (referred to as “Seller” in the Confirmation Agreement) entered into the Confirmation Agreement for the Cash-Settled Equity Derivative Transaction (the “Confirmation Agreement” and the transactions contemplated by the Confirmation Agreement together with the Pricing Date Notice(s), the “Share Forward Transaction”) with respect to, prior to the closing of the Business Combination, Series A Preferred Shares, and, after the Closing, shares of Common Stock into which one or more Series A Preferred Shares are converted on the Conversion Date pursuant to the Certificate of Designation (the “Shares”) at the initial price of, prior to the Closing, $260.00 and, after the Closing with respect to the shares of Common Stock into which one or more of the Series A Preferred Shares are converted on the Conversion Date pursuant to the Certificate of Designation, $10.00 (the “Initial Price”). The “Maximum Number of Shares” subject to the Share Forward Transaction is 1,000,000 Series A Preferred Shares, and then such number of shares of Common Stock into which the Series A Preferred Shares have been converted on the Conversion Date pursuant to the Certificate of Designation; provided that, the Maximum Number of Shares is reduced upon the Closing by the number of Redeemed Shares, but in no event following such reduction, will the Maximum Number of Shares be more than 6,000,000 shares of Common Stock following the Closing. On the Redemption Date, pursuant to the Certificate of Designation the Company will, except to the extent prohibited by Delaware law governing distributions to stockholders, be required to redeem any Series A Preferred Shares that were not converted into shares of Common Stock on the Conversion Date pursuant to the Certificate of Designation (“Redeemed Shares”). Upon such redemption, (i) Seller is required to return the Redeemed Shares to the Counterparty, (ii) Seller will retain the Prepayment Amount relevant to the Redeemed Shares, and (iii) the number of shares subject to the Share Forward Transaction will be reduced by such number of Redeemed Shares. To the extent Seller chooses, in its sole discretion, to convert Series A Preferred Shares into an amount of Class A shares of Common Stock in excess of the Maximum Number of Shares, Seller will retain such Series A Preferred Shares and release to the Counterparty the corresponding Prepayment Amount. At the Company’s sole option, upon 45 days’ written notice to Seller (the “PIPE Notice”), which notice would include the reasonably estimated total number of outstanding shares of Common Stock on a post-Closing pro forma basis, the Company may request that Seller enter into a mutually agreeable PIPE subscription agreement to commit to purchase an amount up to (i) $1.00 multiplied by (ii) the number of Shares Seller identifies in a preliminary notice in substantially the form of the Pricing Date Notice, to be delivered by Seller within two (2) trading days following receipt of the PIPE Notice, with each Share to be purchased in the PIPE to be purchased by Seller at $6.00 per share (the “PIPE Transaction”); provided that Seller shall have no obligation to purchase shares in the PIPE Transaction if Seller provides written notice to Counterparty at least 30 days prior to the Closing that Seller will not be purchasing shares in the PIPE Transaction. Should Seller decline to purchase PIPE shares, the Company may terminate the Confirmation Agreement without penalty (but shall still be responsible for payment of Consideration Shares to Seller and reimbursement of certain legal fees and operating expenses). Upon any such termination, Seller will return the Recycled Shares (as defined in the Confirmation Agreement) to Counterparty and Seller will retain the Prepayment Amount for the Recycled Shares. The shares purchased by Seller in the PIPE Transaction may be sold by Seller at any time and at any price, subject to the requirements of securities laws, without payment by Seller to Counterparty of any Early Termination Obligation. In the event the Counterparty enters into one or more other similar subscription agreements, with any other investor at any time during the term of the Share Forward Transaction, that provide for terms materially more favorable to such other investor thereunder than the terms of the PIPE Transaction, the Counterparty will promptly inform Seller of such more favorable terms in writing, and Seller will have the right to elect to have such more favorable terms included in the subscription agreement for the PIPE Transaction, and if Seller has already entered into such subscription agreement for the PIPE Transaction, the parties will promptly amend the subscription agreement for the PIPE Transaction to effect the same. For purposes of the Share Forward Transaction, the valuation date (the “Valuation Date”) will be the earlier to occur of (a) the date that is three years after the date of the Closing, (b) the date after the Closing specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date will not be earlier than the day such notice is effective) after the occurrence of any of (x) a VWAP Trigger Event (as defined below), (y) a Delisting Event (as defined in the Confirmation Agreement), or (z) a Registration Failure (as defined in the Confirmation Agreement) and (c) the date in which the number of Shares is zero. The VWAP Trigger Event will occur if (i) provided that Seller has purchased shares of Common Stock pursuant to the PIPE Transaction, the volume average price per share (“VWAP Price”), for any 40 trading days during a 60 consecutive trading day-period is below $3.00 per Share, and (ii) provided that Seller does not purchase shares of Common Stock pursuant to the PIPE Transaction, the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period is below $3.00 per Share. On the Valuation Date, the Counterparty is obligated to pay to Seller a cash amount equal to the number of Shares as of the Valuation Date, multiplied by the VWAP Price over the Valuation Period (as defined in the Confirmation Agreement), provided that the amount may be adjusted as follows (as adjusted “Settlement Adjustment Amount”): if the Counterparty, at its option, has requested that Seller purchase Shares in the PIPE Transaction pursuant to the terms of the Confirmation Agreement, then (1) (a) the Maximum Number of Shares less (b) any Terminated Shares (as defined below) as of the Valuation Date, multiplied by (2) $2.00, and in all other cases, then (A) (i) the Maximum Number of Shares less (ii) any Terminated Shares as of the Valuation Date, multiplied by (B) the sum of (i) $1.00 and (ii) the product of (y)(I) the gross proceeds in the PIPE Transaction divided by (II) $6,000,000; provided however, that no Settlement Adjustment Amount shall be due if more than 50% of the Recycled Shares as of the Business Combination have been terminated prior to the Valuation Date. As consideration for entering into the Share Forward Transaction, Counterparty will either (i) issue to Seller 500,000 Shares of Common Stock upon the Closing (the “Consideration Shares”), or (ii) to the extent Seller has already purchased Consideration Shares in the open market from third parties or otherwise holds such Consideration Shares and so notifies Counterparty prior to the date of the Closing, then on the Prepayment Date (as defined in the Confirmation Agreement), Counterparty will pay to Seller directly from the Seller’s trust account an amount equal to the product of (x) the number of Consideration Shares held by Seller at Closing and (y) the Redemption Price as defined in Section 9.2(a) of the Certificate of Incorporation. Such Consideration Shares may be sold by Seller at any time and at any price, subject to the requirements of securities laws, without payment by Seller to Counterparty of any Early Termination Obligation. After the Closing, Seller may, in its absolute discretion, terminate the Share Forward Transaction, in whole or in part, by providing written notice to Counterparty which would specify the quantity by which the number of Shares will be reduced (such quantity, the “Terminated Shares”) and the Counterparty will be entitled to an amount from Seller, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price (as defined below) in respect of such early termination price (an “Early Termination Obligation”). The Reset Price will initially be the Initial Price and upon the conversion of Series A Preferred Shares, the Initial Price will be $10.00 per Share and provided further that the Reset Price may be further reduced by any dilutive agreement executed by the Counterparty (other than certain grants or issuances under Counterparty’s equity compensation plans or shares underlying the warrants issued in connection with the Business Combination or pursuant to the PIPE Transaction). The Share Purchase Agreement and Share Forward Transaction between the Company and the Preferred Investor were entered into contemporaneously, and the combination of these two agreements effectively embeds the conversion option and the redemption features of the Series A Preferred Shares into additional terms and offers the Consideration Shares and PIPE Transaction as additional options upon Closing. There are no substantive rights in the Series A Preferred Shares with respect to voting rights, dividend rights, or liquidation preferences. Accordingly, the Series A Preferred Shares are deemed non-substantive for accounting purposes in accordance with ASC 480-10-55-41. The Company identified three embedded features in the Share Forward Transaction that were considered to be freestanding instruments—the Consideration Shares, a PIPE Participation Right of 7 million shares and a PIPE Participation Right of 20 million shares (collectively referred to as the “Forward Purchase Liabilities”), which were fair valued in accordance with ASC 820 and accounted for as liabilities on the accompanying balance sheet in accordance with ASC 480 or ASC 815-40, as applicable. The aggregate fair value of the Forward Purchase Liabilities as of December 21, 2023 was approximately $22.8 million, which was recognized as an expense upon issuance in the accompanying statement of operations for the year ended December 31, 2023. The Forward Purchase Liabilities were remeasured at December 31, 2023, which resulted in an aggregate fair value of approximately $21.9 million included in liabilities on the accompanying balance sheet as of December 31, 2023 and a change in fair value of approximately $0.9 million included on the accompanying statement of operations for the year ended December 31, 2023.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7 Preferred Stock— shares of Preferred Series A stock issued and outstanding. As of December 31, 2022, there was no preferred stock outstanding. Class A Common Stock— one-for-one paid-in On March 28, 2023 in connection with the Initial Extension, stockholders holding 24,899,629 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. On September 27, 2023 in connection with the Extension, stockholders holding 1,544,903 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. At December 31, 2023 and 2022, there were 4,045,468 and 27,510,000 shares of Class A common stock issued and outstanding, respectively. As of December 31, 2023, 1,065,468 shares of Class A common stock were subject to possible redemption and were classified at their redemption value outside of stockholders’ deficit on the balance sheet. The other 2,980,000 shares of Class A common stock are non-redeemable Class B Common Stock— one-for-one Prior to a Business Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of the Company’s board of directors for any reason. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a stockholder vote except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of December 31, 2023 and 2022. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2023 and 2022 due to the short maturities of such instruments. As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 11,214,335 $ —  $ —  $ 11,214,335 $ 11,214,335 $ —  $ —  $ 11,214,335 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 278,782,399 $ —  $ —  $ 278,782,399 $ 278,782,399 $ —  $ —  $ 278,782,399 The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase liabilities $ —  $ —  $ 21,916,000 $ 21,916,000 Public Warrants 412,650 —  —  412,650 Private Placement Warrants — —  300,080 300,080 Total $ 412,650 $ —  $ 22,216,080 $ 22,628,730 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 502,058 $ —  $ —  $ 502,058 Private Placement Warrants —  —  348,843 348,843 Total $ 502,058 $ —  $ 348,843 $ 850,901 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2023 and 2022 was a modified Black-Scholes valuation model using inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield and a modified discounted cash flow valuation model using inputs such as discount rate and discount period. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table presents a summary of the changes in fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis as of December 31, 2023 Warrant liabilities at January 1, 2022 $ 3,675,980 Change in fair value of warrant liabilities (3,327,137 ) Private Placement Warrant liabilities at December 31, 2022 348,843 Change in fair value of warrant liabilities (48,763 ) Private Placement Warrant liabilities at December 31, 2023 $ 300,080 The following table presents a summary of the changes in fair value of the Forward Purchase Liabilities, a Level 3 liability, measured on a recurring basis as of December 31, 2023 Issuance of Forward Purchase Liabilities at December 21, 2023 $ 22,763,000 Change in fair value of Forward Purchase Liabilities (847,000 ) Forward Purchase Liabilities at December 31, 2023 $ 21,916,000

Commitments

Commitments	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 9 Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The underwriters of the Initial Public Offering are entitled to a deferred underwriting commission of $9,628,500. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination. On November 27, 2023 and November 29, 2023, by formal notice in writing to the Company and at the Company’s request, the underwriters, gratuitously waived their rights to 100% of the $9,628,500 deferred fee payable in connection with the Initial Public Offering. Non-Redemption On March 20, 2023 the Company and the Sponsor entered into a non-redemption (“Non-Redemption (“Non-Redeemed On September 21, 2023, the Company and the Sponsor entered into a non-redemption

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax expense consists of the following: For the year December 31, 2023 For the year December 31, 2022 Current Federal $ 763,697 $ 746,062 State 2,419 3,103 Deferred tax (benefit) Federal (494,686 ) (270,770 ) State (306,235 ) (182,203 ) Valuation allowance 800,921 452,973 Income tax expense $ 766,116 $ 749,165 The Company’s net deferred tax asset are as follows: For the year December 31, 2023 For the year December 31, 2022 Deferred tax assets: Start-up/Organization $ 1,371,101 $ 570,180 Net operating loss carryforwards —  —  Valuation allowance (1,371,101 ) (570,180 ) Deferred tax asset, net of allowance $ —  $ —  In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2023 and 2022, the valuation allowance was $1,371,101 and $570,180, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year For the Year December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Forward purchase liabilities upon issuance and (23.0 )% —  % Capitalized start-up (2.5 )% 2.5 % Forgiveness of deferred underwriting fee 0.5 % —  % Deferred tax benefit expense —  % (0.1 )% Change in fair value of derivative warrant liabilities 0.2 % (17.0 )% Income tax expense (3.8 )% 6.4 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 1 1 The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. On April 17, 2024, the Company received a notice (the “NYSE American Notice”) from the NYSE Regulation (“NYSE”) stating that the Company is not in compliance with NYSE American continued listing standards (the “Filing Delinquency Notification”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) with the SEC. The NYSE American Notice has no immediate effect on the listing of the Company’s common stock shares on NYSE American. The NYSE American Notice informed the Company that, under NYSE rules, the Company has six months from April 16, 2024 to regain compliance with the NYSE listing standards by filing the Form 10-K with the SEC. If the Company fails to file the Form 10-K within the six-month period, NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE American Notice also notes that NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant. On April 22, 2024, BACA, Custom Health, and certain direct and indirect subsidiaries of Custom Health, entered into a Senior Secured Note Purchase Agreement (“Cable Car NPA”) with Funicular Funds, LP (“Cable Car”) and other buyers who purchase Notes from time to time under the Cable Car NPA, pursuant to which Custom Health authorized the issuance of a new series of Senior Secured Convertible Notes of Custom Health, up to, in the aggregate, an original principal amount of $15,000,000 (collectively, the “Notes” and each a “Note”), which Notes will be convertible at the option of the holders thereof into shares of Class A Common Stock of Custom Health (“Custom Health Common Stock”) if the conversion occurs on or prior to the Business Combination Closing or into shares of Class A Common Stock of the Combined Company (the “Combined Company Common Stock”) if the conversion occurs after the Business Combination Closing (the shares of Custom Health Common Stock or the shares of the Combined Company Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. Pursuant to the Cable Car NPA, Cable Car purchased $3,500,000 of convertible notes (“First Tranche”), as was evidenced by a promissory note (the “Cable Car Promissory Note”) dated April 22, 2024, by and between Custom Health and Cable Car as the Lead Buyer and Collateral Agent, that may be convertible in certain circumstances into shares of Custom Health Common Stock at a conversion price of (A) initially, an implied price per share which values any share of the Combined Company received in the Business Combination at $10.00 per share pursuant to the Merger Agreement and (B) following consummation of the Business Combination, a price per share equal to 85% of the average daily VWAP (as defined in the Merger Agreement) during the 20 consecutive trading days prior to the date of conversion, provided that such conversion price will not exceed $11.00 per share or be less than $3.00 per share of Class A Common Stock of the Combined Company; provided, however, that if Custom Health (or following the consummation of the Business Combination, the Combined Company) at any time issues additional equity for cash for a price per share less than the then-applicable Conversion Price (“New Equity Round”), the Conversion Price shall be adjusted to equal the lower of (i) the price calculated in clause (B) above, and (ii) the effective price per share paid in cash in such New Equity Round, calculated by dividing the amount of cash received by Custom Health by the number of shares of equity securities (or the equivalent) received by investors from all sources. The Cable Car Promissory Note bears interest at the rate of fifteen percent (15%) per annum (7.5% interest paid in cash and 7.5% of interest paid in kind), and is due and payable 5 years after issuance, unless the time for payment is accelerated as a result of an event of default or the note has been converted. In addition, the Cable Car Promissory Note can be prepaid before the fifth year maturity date at the option of Custom Health (or the Combined Company, as applicable) subject to Cable Car receiving between 110% and 150% of principal plus the outstanding interest depending on the time of prepayment. As compensation to Cable Car for its role as Lead Buyer and Collateral Agent under the Notes, (i) immediately prior to the Business Combination Closing, Custom Health will issue to Cable Car that number of shares of Custom Health which at the completion of the Business Combination would be converted in accordance with the terms of the Merger Agreement into 100,000 shares of Combined Company Common Stock and (ii) following the Business Combination Closing, the Combined Company will issue to Cable Car an additional 50,000 shares of the Combined Company Common Stock for each $1,000,000 of principal amount of Note(s) purchased by Cable Car in excess of the amount of the First Tranche. Upon the Business Combination Closing, each Note that is not otherwise converted into shares of Custom Health Common Stock immediately prior to the Business Combination Closing will be assumed by the Combined Company and will automatically be exchanged for a convertible promissory note to acquire shares of the Combined Company Common Stock after applying the Exchange Ratio (as defined in the Merger Agreement). Certain direct and indirect subsidiaries of Custom Health also provided a guaranty (the “Cable Car Guaranty”), whereby each of them unconditionally guaranteed, as primary obligor and not merely as surety, the prompt and complete payment and performance when due, whether by demand, acceleration or otherwise, of the obligations of Custom Health under the Cable Car Promissory Note in the currency in which and as such obligations are to be paid or performed. Furthermore, Custom Health and the parties to the Cable Car Guaranty (the “Grantors”) granted a security interest in certain of their assets pursuant to the terms of a Security and Pledge Agreement, dated April 22, 2024, by and between the Grantors and Cable Car. Registration Rights Agreement In connection with the Cable Car NPA, the Company and Cable Car entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Combined Company will be obligated to file one or more registration statements to register the resales of all of the Registrable Securities held by Investors (such terms as defined in Registration Rights Agreement) after the Business Combination Closing, provided that such initial registration statements will register for resale at least the number of shares of the Combined Company Common Stock equal to 150% of the number of Conversion Shares (“Required Registration Amount”) as of the date such registration statement is initially filed with the United States Securities and Exchange Commission (“SEC”). In the event the number of shares available under any registration statement is insufficient to cover all of the Registrable Securities (as defined in the Cable Car NPA) required to be covered by such registration statement or an Investor’s (as defined in the Registration Rights Agreement) allocated portion of the Registrable Securities pursuant to Section 2(h), the Combined Company will amend such registration statement (if permissible), or file with the SEC a new registration statement (on the short form available therefor, if applicable), so as to cover at least the Required Registration Amount (as defined in the Registration Rights Agreement) as of the Trading Day (as defined in Cable Car NPA) immediately preceding the date of the filing of such amendment or new registration statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (but taking account of any SEC staff (“Staff”) position with respect to the date on which the Staff will permit such amendment to the registration statement and/or such new registration statement (as the case may be) to be filed with the SEC). The Registration Rights Agreement will also provide such Investors (as defined in the Registration Rights Agreement) with “piggy-back” registration rights, subject to certain requirements and customary conditions. Under the Registration Rights Agreement, the Combined Company will indemnify such Investors (as defined therein) and certain persons or entities related to such Investors (as defined therein) such as their officers, employees, directors, and agents against any losses or damages resulting from any untrue or alleged untrue statement, or omission or alleged omission, of a material fact in any registration statement or prospectus pursuant to which the Investors (as defined therein) sell their registrable securities, unless such liability arose from such Investor’s misstatement or alleged misstatement, or omission or alleged omission, and the Investors (as defined therein) including registrable securities in any registration statement or prospectus will indemnify the Combined Company and certain persons or entities related to the Combined Company such as its officers and directors and underwriters against all losses caused by their misstatements or omissions (or alleged misstatements or omissions) in those documents.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the 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 years ended December 31, 2023 and 2022 are not necessarily indicative of the results that may be expected in future periods. Immaterial Prior Period Error Correction During the year ended December 31, 2023, we identified an immaterial error relating to the period ended December 31, 2022 during which we should have recognized and adjusted the carrying value of Class A Common Stock subject to possible redemption to equal the redemption value at the end of the period, in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity”. We assessed the materiality of the error on the financial statements for the prior year individually and in the aggregate, and concluded that it was not material to any previously issued financial statements for the period ended December 31, 2022. We corrected the error by revising the financial statements appearing herein. The impact of the error on the Company’s Balance Sheet and Statement of Changes in Common and Preferred Stock and Stockholders’ Deficit as of December 31, 2022 was an understatement of Class A Common Stock subject to redemption of $3,682,399 and an overstatement of Accumulated Deficit of $3,682,399, and on the Statement of Cash Flows within the supplemental schedule of non-cash financing activities for the disclosure of remeasurement of Class A Common Stock subject to possible redemption of $3,682,399. Accounting Standards Adoption
Accounting Standards Adoption	Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Cash Held in Trust Account	Cash Held in Trust Account At December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” are marked to market.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
Derivative Liabilities And Forward Purchase Liabilities	Derivative Liabilities and Forward Purchase Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC 815-40, 815-40”) 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2023 December 31, 2022 Implied volatility 3.2 % 2 % Risk-free interest rate 3.84 % 3.99 % Exercise price for one share of Class A common stock $ 11.50 $ 11.50 Expected term 5 years 5 years Probability of successful Business Combination 60 % 60 % As discussed in Note 6 Key ranges of inputs for the valuation models used to calculate the fair value of the Forward Purchase Liabilities were as follows: Probability weighted Black-Scholes method: December 31, 2023 December 21, 2023 Implied volatility 3.2–61.5 % 3.2–63.8 % Risk-free interest rate 4.04–5.26 % 4.10–5.28 % Exercise price for one share of Class A common stock $ 1.97–10.00 $ 1.97–10.00 Expected term 0.50–3.50 years 0.53–3.53 years Probability of successful Business Combination 60 % 60 %
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with instruments 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in On March 10, 2023, 2,980,000 Class B common stock were converted into 2,980,000 shares of Class A common stock on a one-for-one On March 28, 2023 in connection with the Initial Extension, stockholders holding 24,899,629 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. On September 27, 2023 in connection with the Extension, stockholders holding 1,544,903 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following the redemptions on March 28, 2023 and September 27, 2023, the Company had 1,065,468 shares of Class A common stock subject to possible redemption outstanding as of December 31, 2023.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. The Company recorded an aggregate deferred tax asset and corresponding valuation allowance of approximately $1,371,101 and $570,180 as of December 31, 2023 and 2022, respectively. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as general and administrative expenses. The Company included $14,586 and $21,065 in accrued expenses and general and administrative expenses related to underpayment estimated tax penalty as of December 31, 2023 and 2022, respectively. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Th e Compan
Excise Tax	Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) 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 redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,079,276 on the balance sheet as of December 31, 2023. The liability does not impact the statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.
Net (loss) income per Share of Common Stock	Net (loss) income per Share of Common Stock Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts): For the year ended For the year Redeemable Class A Common Stock Numerator: (Deficit) Earnings allocable to Redeemable Class A Common Stock Net (loss) income allocable to Redeemable Class A Common Stock subject to possible redemption $ (11,361,866 ) $ 8,738,917 Denominator: Weighted Average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,266,992 27,510,000 Basic and diluted net income per share $ (1.37 ) $ 0.32 Non-redeemable Class A and B Common Stock Numerator: Net (loss) income allocable to non-redeemable Class A and B Common Stock Net (loss) income allocable to non-redeemable Class A and B Common Stock $ (9,452,198 ) $ 2,184,729 Denominator: Weighted Average non-redeemable Class A and B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 6,877,500 Basic and diluted net (loss) income per share (1.37 ) $ 0.32
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 5

Restatement of Previously Iss_2

Restatement of Previously Issued Unaudited Interim Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Summary of Restatement on The Company's Financial Statements	The impact of the restatement on the Company’s Unaudited Condensed Financial Statements is reflected in the following tables: Unaudited Condensed Balance Sheet as of March 31, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 6,477,478 $ 28,223,361 Accumulated Deficit $ (5,420,457 ) $ (6,477,478 ) $ (11,897,935 ) Total stockholders’ deficit $ (5,419,769 ) $ (6,477,478 ) $ (11,897,247 ) Unaudited Condensed Balance Sheet as of June 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 5,335,613 $ 27,081,496 Accumulated Deficit $ (5,529,976 ) $ (5,335,613 ) $ (10,865,589 ) Total stockholders’ deficit $ (5,529,288 ) $ (5,335,613 ) $ (10,864,901 ) Unaudited Condensed Balance Sheet as of September 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 5,672,436 $ 5,688,585 $ 11,361,021 Accumulated Deficit $ (5,750,350 ) $ (5,688,585 ) $ (11,438,935 ) Total stockholders’ deficit $ (5,749,662 ) $ (5,688,585 ) $ (11,438,247 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three months ended March 31, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 6,477,478 $ 28,223,361 Accumulated Deficit $ (5,420,457 ) $ (6,477,478 ) $ (11,897,935 ) Total stockholders’ deficit $ (5,419,769 ) $ (6,477,478 ) $ (11,897,247 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and six months ended June 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 21,745,883 $ 5,335,613 $ 27,081,496 Accumulated Deficit $ (5,529,976 ) $ (5,335,613 ) $ (10,865,589 ) Total stockholders’ deficit $ (5,529,288 ) $ (5,335,613 ) $ (10,864,901 ) Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2023 As Reported Adjustment As Restated Class A Common Stock subject to possible redemption $ 5,672,436 $ 5,688,585 $ 11,361,021 Accumulated Deficit $ (5,750,350 ) $ (5,688,585 ) $ (11,438,935 ) Total stockholders’ deficit $ (5,749,662 ) $ (5,688,585 ) $ (11,438,247 ) Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ —  $ 6,477,478 $ 6,477,478 Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ —  $ 5,335,613 $ 5,335,613 Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2023 As Reported Adjustment As Restated Supplemental disclosure of noncash activity: Change in value of Class A Common Stock subject to possible redemption $ - $ 5,688,585 $ 5,688,585

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities	Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2023 December 31, 2022 Implied volatility 3.2 % 2 % Risk-free interest rate 3.84 % 3.99 % Exercise price for one share of Class A common stock $ 11.50 $ 11.50 Expected term 5 years 5 years Probability of successful Business Combination 60 % 60 %
Summary of Probability Weighted Black Scholes Method	Key ranges of inputs for the valuation models used to calculate the fair value of the Forward Purchase Liabilities were as follows: Probability weighted Black-Scholes method: December 31, 2023 December 21, 2023 Implied volatility 3.2–61.5 % 3.2–63.8 % Risk-free interest rate 4.04–5.26 % 4.10–5.28 % Exercise price for one share of Class A common stock $ 1.97–10.00 $ 1.97–10.00 Expected term 0.50–3.50 years 0.53–3.53 years Probability of successful Business Combination 60 % 60 %
Schedule of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts): For the year ended For the year Redeemable Class A Common Stock Numerator: (Deficit) Earnings allocable to Redeemable Class A Common Stock Net (loss) income allocable to Redeemable Class A Common Stock subject to possible redemption $ (11,361,866 ) $ 8,738,917 Denominator: Weighted Average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,266,992 27,510,000 Basic and diluted net income per share $ (1.37 ) $ 0.32 Non-redeemable Class A and B Common Stock Numerator: Net (loss) income allocable to non-redeemable Class A and B Common Stock Net (loss) income allocable to non-redeemable Class A and B Common Stock $ (9,452,198 ) $ 2,184,729 Denominator: Weighted Average non-redeemable Class A and B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 6,877,500 Basic and diluted net (loss) income per share (1.37 ) $ 0.32

Fair Value Measurements - (Tabl

Fair Value Measurements - (Table)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis	As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 11,214,335 $ —  $ —  $ 11,214,335 $ 11,214,335 $ —  $ —  $ 11,214,335 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 278,782,399 $ —  $ —  $ 278,782,399 $ 278,782,399 $ —  $ —  $ 278,782,399
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis	The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase liabilities $ —  $ —  $ 21,916,000 $ 21,916,000 Public Warrants 412,650 —  —  412,650 Private Placement Warrants — —  300,080 300,080 Total $ 412,650 $ —  $ 22,216,080 $ 22,628,730 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 502,058 $ —  $ —  $ 502,058 Private Placement Warrants —  —  348,843 348,843 Total $ 502,058 $ —  $ 348,843 $ 850,901
Summary Of The Changes In Fair Value of The Public and Private Placement Warrants	The following table presents a summary of the changes in fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis as of December 31, 2023 Warrant liabilities at January 1, 2022 $ 3,675,980 Change in fair value of warrant liabilities (3,327,137 ) Private Placement Warrant liabilities at December 31, 2022 348,843 Change in fair value of warrant liabilities (48,763 ) Private Placement Warrant liabilities at December 31, 2023 $ 300,080
Summary Of The Changes In Fair Value of The Forward Purchase Liabilities	The following table presents a summary of the changes in fair value of the Forward Purchase Liabilities, a Level 3 liability, measured on a recurring basis as of December 31, 2023 Issuance of Forward Purchase Liabilities at December 21, 2023 $ 22,763,000 Change in fair value of Forward Purchase Liabilities (847,000 ) Forward Purchase Liabilities at December 31, 2023 $ 21,916,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of the income tax expense	The income tax expense consists of the following: For the year December 31, 2023 For the year December 31, 2022 Current Federal $ 763,697 $ 746,062 State 2,419 3,103 Deferred tax (benefit) Federal (494,686 ) (270,770 ) State (306,235 ) (182,203 ) Valuation allowance 800,921 452,973 Income tax expense $ 766,116 $ 749,165
Schedule of net Deferred tax asset	The Company’s net deferred tax asset are as follows: For the year December 31, 2023 For the year December 31, 2022 Deferred tax assets: Start-up/Organization $ 1,371,101 $ 570,180 Net operating loss carryforwards —  —  Valuation allowance (1,371,101 ) (570,180 ) Deferred tax asset, net of allowance $ —  $ —
Schedule of A reconciliation of the statutory federal income tax rate (benefit)	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year For the Year December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Forward purchase liabilities upon issuance and (23.0 )% —  % Capitalized start-up (2.5 )% 2.5 % Forgiveness of deferred underwriting fee 0.5 % —  % Deferred tax benefit expense —  % (0.1 )% Change in fair value of derivative warrant liabilities 0.2 % (17.0 )% Income tax expense (3.8 )% 6.4 %

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)					1 Months Ended	12 Months Ended
	Dec. 21, 2023	Sep. 27, 2023	Mar. 28, 2023	Oct. 22, 2021	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Oct. 17, 2023	Sep. 26, 2023	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Entity incorporation, Date of incorporation						Jun. 01, 2021
Term of restricted investments						185 days
Share Price	$ 3					$ 10
Percentage of public shares to be redeemed in case business combination is not consummated						100%
Cash						$ 115,435	$ 250,453
Proceeds from issuance initial public offering and warrants						275,100,000
Total transaction costs						16,646,076
Payment for underwriting expenses						5,502,000
Excess fair value of founder shares attributable to the anchor investors						1,009,105
Other offering costs						506,471
Working capital (deficit)						4,004,819
Deferred underwriting commissions noncurrent						9,628,500
Income tax payable						392,496	749,165
Funds withdrawn from trust account in connection with redemption		$ 269,427,564				269,427,564	0
Cash held in Trust Account						$ 11,214,335	$ 278,782,399
Conversion of stock, shares converted	6,000,000
Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
common stock subject to forfeiture						1,719,375
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Proceeds from issue of warrants						$ 7,000,000
Sponsor [Member] | Related Party Loans [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Debt instrument, face amount									$ 750,000
Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Temporary equity stock redeemed during the period shares		1,544,903	24,899,629			26,444,532
Temporary Equity Shares Outstanding		1,544,903				1,065,468	27,510,000	4,045,468		27,510,000
Common Class B [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Conversion of stock, shares converted						2,980,000
Common Class B [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Temporary Equity Shares Outstanding						6,877,500	6,877,500
Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Class of warrants or rights issued during period, Warrants				502,000
Class of warrants or rights issued during period, Warrants, Price per warrant				$ 1
Proceeds from Issuance of Private Placement				$ 502,000
IPO [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Temporary Equity Shares Outstanding						1,065,468
IPO [Member] | Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares					25,000,000	27,510,000
Warrants exercise price per share						$ 11.5
Common stock conversion basis						each unit consisting of one share of Class A common stock (the “Public Shares”) and one-half of one redeemable warrant
Shares issuable warrant						1
Temporary Equity Shares Outstanding						1,065,468
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares				2,510,000
Share Price				$ 10
Proceeds received from initial public offering, gross				$ 25,100,000
Proposed Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Proceeds received from initial public offering, gross						$ 250,000,000
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Class of warrants or rights issued during period, Warrants						7,000,000
Class of warrants or rights issued during period, Warrants, Price per warrant						$ 1

Restatement of Previously Iss_3

Restatement of Previously Issued Unaudited Interim Financial Statements - Summary of Restatement on The Company's Financial Statements (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unaudited Condensed Balance Sheet
Class A Common Stock subject to possible redemption	$ 28,223,361	$ 27,081,496	$ 11,361,021	$ 11,214,335	$ 278,782,399
Accumulated Deficit	(11,897,935)	(10,865,589)	(11,438,935)	(34,208,975)	(11,535,411)
Total stockholders' deficit	(11,897,247)	(10,864,901)	(11,438,247)	(27,126,045)	(11,534,723)	$ (18,775,970)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	(11,897,247)	(10,864,901)	(11,438,247)	(27,126,045)	(11,534,723)	(18,775,970)
Unaudited Condensed Statement of Cash Flows
Change in value of Class A Common Stock subject to possible redemption	6,477,478	5,335,613	5,688,585
Class A Common Stock subject to possible redemption [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	28,223,361	27,081,496	11,361,021
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	28,223,361	27,081,496	11,361,021
Accumulated Deficit [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	(11,897,935)	(10,865,589)	(11,438,935)	(34,208,975)	(11,535,411)	(18,776,658)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	(11,897,935)	(10,865,589)	(11,438,935)	$ (34,208,975)	$ (11,535,411)	$ (18,776,658)
As Reported [Member]
Unaudited Condensed Balance Sheet
Class A Common Stock subject to possible redemption	21,745,883	21,745,883	5,672,436
Accumulated Deficit	(5,420,457)	(5,529,976)	(5,750,350)
Total stockholders' deficit	(5,419,769)	(5,529,288)	(5,749,662)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	(5,419,769)	(5,529,288)	(5,749,662)
Unaudited Condensed Statement of Cash Flows
Change in value of Class A Common Stock subject to possible redemption	0	0	0
As Reported [Member] | Class A Common Stock subject to possible redemption [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	21,745,883	21,745,883	5,672,436
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	21,745,883	21,745,883	5,672,436
As Reported [Member] | Accumulated Deficit [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	(5,420,457)	(5,529,976)	(5,750,350)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	(5,420,457)	(5,529,976)	(5,750,350)
Adjustment [Member]
Unaudited Condensed Balance Sheet
Class A Common Stock subject to possible redemption	6,477,478	5,335,613	5,688,585
Accumulated Deficit	(6,477,478)	(5,335,613)	(5,688,585)
Total stockholders' deficit	(6,477,478)	(5,335,613)	(5,688,585)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	(6,477,478)	(5,335,613)	(5,688,585)
Unaudited Condensed Statement of Cash Flows
Change in value of Class A Common Stock subject to possible redemption	6,477,478	5,335,613	5,688,585
Adjustment [Member] | Class A Common Stock subject to possible redemption [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	6,477,478	5,335,613	5,688,585
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	6,477,478	5,335,613	5,688,585
Adjustment [Member] | Accumulated Deficit [Member]
Unaudited Condensed Balance Sheet
Total stockholders' deficit	(6,477,478)	(5,335,613)	(5,688,585)
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit
Total stockholders' deficit	$ (6,477,478)	$ (5,335,613)	$ (5,688,585)

Significant Accounting Polici_4

Significant Accounting Policies - Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Securities [Member] - Fair Value, Recurring [Member]	Dec. 31, 2023 yr	Dec. 31, 2022 yr
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	3.2	2
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	3.84	3.99
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	11.5	11.5
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5	5
Measurement Input Probability Of Successful Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	60	60

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Probability Weighted Black Scholes Method (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Securities [Member] - Fair Value, Recurring [Member]	Dec. 31, 2023 yr	Dec. 21, 2023 yr	Dec. 31, 2022 yr
Implied volatility [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	3.2		2
Risk-free interest rate [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	3.84		3.99
Exercise price for one share of Class A common stock [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	11.5		11.5
Expected term [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	5		5
Measurement Input Probability Of Successful Business Combination [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	60		60
Black Scholes Valuation [Member] | Implied volatility [Member] | Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	3.2	3.2
Black Scholes Valuation [Member] | Implied volatility [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	61.5	63.8
Black Scholes Valuation [Member] | Risk-free interest rate [Member] | Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	4.04	4.1
Black Scholes Valuation [Member] | Risk-free interest rate [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	5.26	5.28
Black Scholes Valuation [Member] | Exercise price for one share of Class A common stock [Member] | Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	1.97	1.97
Black Scholes Valuation [Member] | Exercise price for one share of Class A common stock [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	10	10
Black Scholes Valuation [Member] | Expected term [Member] | Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	0.5	0.53
Black Scholes Valuation [Member] | Expected term [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	3.5	3.53
Black Scholes Valuation [Member] | Measurement Input Probability Of Successful Business Combination [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Of Black Scholes Valuation Techniques [Line Items]
Derivative liability, measurement input	60	60

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Class A Common Stock [Member]
Numerator: (Deficit) Earnings allocable to Redeemable Class A Common Stock
Net (loss) income allocable to Redeemable Class A Common Stock subject to possible redemption	$ (11,361,866)	$ 8,738,917
Denominator: Weighted Average Common Stock
Basic weighted average shares outstanding	8,266,992	27,510,000
Diluted weighted average shares outstanding	8,266,992	27,510,000
Basic net (loss) income per share	$ (1.37)	$ 0.32
Diluted net (loss) income per share	$ (1.37)	$ 0.32
Non Redeemable Class A and B Common Stock [Member]
Numerator: Net (loss) income allocable to non-redeemable Class A and B Common Stock
Net (loss) income allocable to non-redeemable Class A and B Common Stock	$ (9,452,198)	$ 2,184,729
Denominator: Weighted Average Common Stock
Basic weighted average shares outstanding	6,877,500	6,877,500
Diluted weighted average shares outstanding	6,877,500	6,877,500
Basic net (loss) income per share	$ (1.37)	$ 0.32
Diluted net (loss) income per share	$ (1.37)	$ 0.32

Significant Accounting Polici_7

Significant Accounting Policies - Additional Information (Details) - USD ($)				12 Months Ended
	Dec. 21, 2023	Sep. 27, 2023	Mar. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 17, 2023	Aug. 16, 2022	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Cash equivalents				$ 0	$ 0
Cash FDIC insured amount				250,000
Unrecognized tax benefits				0	0
Unrecognized tax benefits, income tax penalities and interest accrued				14,586	21,065
Share based payment arrangement, expense				0	0
Deferred tax assets, gross				1,371,101
Deferred tax asets, valuation allowance				1,371,101	570,180
Conversion of stock, shares converted	6,000,000
Conversion of stock, amount issued				30,246,702	0
Excise tax payable				$ 2,079,276	0
Excise tax on certain repurchases of stock							1%
Excise tax on fair market value of shares repurchase				1%
Remeasurement of Class A Common Stock subject to possible redemption				$ 1,859,500	3,682,399
Remeasurement of Class A common stock subject to redemption (Adjustment Made to Permanent Equity)				(1,859,500)
Accumulated Deficit [Member]
Significant Accounting Policies [Line Items]
Remeasurement of Class A Common Stock subject to possible redemption					$ 3,682,399
Remeasurement of Class A common stock subject to redemption (Adjustment Made to Permanent Equity)				$ (1,859,500)
IPO [Member]
Significant Accounting Policies [Line Items]
Temporary equity, Shares outstanding				1,065,468
Conversion Of Class B Common Stock To Class A Common stock [Member]
Significant Accounting Policies [Line Items]
Conversion of stock, description				one-for-one
Common Class B [Member]
Significant Accounting Policies [Line Items]
Conversion of stock, shares converted				2,980,000
Common Class B [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]
Significant Accounting Policies [Line Items]
Conversion of stock, shares converted				2,980,000
Common Class A [Member]
Significant Accounting Policies [Line Items]
Temporary equity, Shares outstanding		1,544,903		1,065,468	27,510,000	4,045,468		27,510,000
Class of warrants or rights, Number of securities called by warrant or rights				21,257,000
Temporary equity stock redeemed during the period shares		1,544,903	24,899,629	26,444,532
Conversion of stock, shares issued				2,980,000
Conversion Of stock conversion price				$ 10.15
Remeasurement of Class A Common Stock subject to possible redemption					$ 3,682,399
Remeasurement of Class A common stock subject to redemption (Adjustment Made to Permanent Equity)				$ 1,859,500	$ 3,682,399
Common Class A [Member] | IPO [Member]
Significant Accounting Policies [Line Items]
Temporary equity, Shares outstanding				1,065,468
Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]
Significant Accounting Policies [Line Items]
Conversion of stock, shares issued				2,980,000
Conversion of stock, amount issued				$ 30,247,000
Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member] | Accumulated Deficit [Member]
Significant Accounting Policies [Line Items]
Conversion of stock, amount issued				$ 30,246,702

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2023	Dec. 21, 2023
Public Offering [Line Items]
Share price		$ 10	$ 3
Number of days after consummation of business combination within which the securities shall be registered		20 days
Percentage of purchased units in IPO to the Public Offering		9.90%
Public Shares [Member]
Public Offering [Line Items]
Number of trading days determining share price		20 days
Number of days determining share price		30 days
Public Shares [Member] | Share Price Equals Or Exceeds Eighteen USD [Member]
Public Offering [Line Items]
Share price		$ 18
Common Class A [Member]
Public Offering [Line Items]
Number of days determining share price		10 days
Common Class A [Member] | Share Price Equals Or Exceeds Ten USD [Member]
Public Offering [Line Items]
Share price		$ 10
Redeemable Warrant [Member]
Public Offering [Line Items]
Class of warrant or right, number of days after which warrants or rights exercisable		30 days
Class of warrant or right, number of months after which warrants or rights exercisable		12 months
Period within which business combination shall be consummated from the consummation of initial public offer		18 months
Class of warrant or right, redemption price per warrant		$ 0.01
Minimum notice period		30 days
Number of days after the warrant become exercisable		90 days
Redeemable Warrant [Member] | Common Class A [Member]
Public Offering [Line Items]
Class of warrant or right, redemption price per warrant		$ 0.1
Minimum notice period		30 days
IPO [Member] | Common Class A [Member]
Public Offering [Line Items]
Stock issued during period new shares issued	25,000,000	27,510,000
Shares issued price per share		$ 10
Warrants exercise price per share		11.5
IPO [Member] | Redeemable Warrant [Member] | Common Class A [Member]
Public Offering [Line Items]
Warrants exercise price per share		$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)

1 Months Ended

12 Months Ended

Dec. 21, 2023

Nov. 12, 2021

Sep. 28, 2021

Sep. 15, 2021

Jun. 25, 2021

Sep. 30, 2021

Dec. 31, 2023

Dec. 31, 2022

Oct. 17, 2023

Sep. 27, 2023

Sep. 26, 2023

Dec. 31, 2021

Related Party Transaction [Line Items]

Conversion of stock, shares converted

6,000,000

Accrued Expenses [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 120,000

$ 120,000

General and Administrative Expense [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 120,000

$ 120,000

Conversion Of Class B Common Stock To Class A Common stock [Member]

Related Party Transaction [Line Items]

Conversion of stock, description

one-for-one

Common Class A [Member]

Related Party Transaction [Line Items]

Temporary equity, Shares outstanding

1,065,468

27,510,000

4,045,468

1,544,903

27,510,000

Temporary equity, Shares issued

1,065,468

27,510,000

Conversion of stock, shares issued

2,980,000

Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]

Related Party Transaction [Line Items]

Conversion of stock, shares issued

2,980,000

Common Class A [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Warrants exercise price per share

$ 11.5

Common Class B [Member]

Related Party Transaction [Line Items]

Conversion of stock, shares converted

2,980,000

Common Class B [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]

Related Party Transaction [Line Items]

Conversion of stock, shares converted

2,980,000

Sponsor [Member]

Related Party Transaction [Line Items]

Proceeds from issue of warrants

$ 7,000,000

Sponsor [Member] | Related Party Loans [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 750,000

Long-term debt, gross

$ 100,000

Sponsor [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Minimum lock In period for transfer, assign or sell warrants after completion of IPO

30 days

Sponsor [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Debt converted to shares amount

$ 1,500,000

Debt conversion price

$ 1

Stock issued during period new shares issued

7,187,500

Stock issued during period, value, issued for services

$ 25,000

Shares issued, shares, share-based payment arrangement, forfeited

310,000

Number of Shares Issued in Transaction

1,872,159

Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

25,000

Sponsor [Member] | Founder Shares [Member] | Administration And Support Services [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 10,000

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

Related Party Transaction [Line Items]

Stock issued during period new shares issued

125,000

Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds To Twelve Per Share [Member]

Related Party Transaction [Line Items]

Share transfer, trigger price per share

$ 12

Number of consecutive trading days for determining share price

20 days

Number of trading days for determining share price

30 days

Threshold number of trading days for determining share price from date of business combination

150 days

Sponsor [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Temporary equity, Shares outstanding

6,877,500

6,877,500

Temporary equity, Shares issued

3,897,500

3,897,500

Proposed Public Offering [Member] | Sponsor [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

1,872,159

Shares issued price per share

$ 7.274

Equity method investment, aggregate cost

$ 13,610,087

Proposed Public Offering [Member] | Sponsor [Member] | Founder Shares [Member] | Anchor Investors [Member]

Related Party Transaction [Line Items]

Equity method investment ownership percentage

100%

Private Placement [Member] | Sponsor [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Proceeds from issue of warrants

$ 7,502,000

Class of warrants or rights issued during period, Warrants

7,502,000

Class of warrants or rights issued during period, Warrants, Price per warrant

$ 1

Forward Purchase Liabilities -

Forward Purchase Liabilities - Additional Information (Details)			12 Months Ended
	Dec. 21, 2023 USD ($) Day $ / shares shares	Dec. 20, 2023 Day shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Forward Purchase Liabilities [Line Items]
Preferred stock shares authorized | shares			1,000,000	1,000,000
Preferred stock shares issued | shares			1,000,000	0
Shares issuable, preferred stock | shares		26
Conversion date, preferred stock		Dec. 20, 2024
Preferred stock convertible conversion days | Day		30
Preferred stock par or stated value per share | $ / shares			$ 0.0001	$ 0.0001
Preferred stock, value | $			$ 100	$ 0
Conversion of stock, shares converted | shares	6,000,000
Option written notice days to seller | Day	45
Commitment for purchase price of common stock | $ / shares	$ 1
Delivered by share in trading days | Day	2
Accelerated share repurchases | $ / shares	$ 6
Notice period of share | Day	30
Purchase price of share trading days | Day	40
Purchase price of share consecutive trading days | Day	60
Accelerated share repurchases, paid per share | $ / shares	$ 3
Share do not purchase price trading days | Day	20
Share do not purchase price consecutive trading days | Day	30
Share price | $ / shares	$ 3		$ 10
Maximum number of share terminated price series A | $ / shares	2
Maximum number of share terminated price series B | $ / shares	$ 1
Gross proceeds share amount | $	$ 6,000,000
Percentage of recycled share	50%
Common stock shares issued | shares	500,000
Consideration of share participantion right of free standing instrument | shares	7,000,000
Consideration of share participantion right | shares	20,000,000
Fair value of the forward purchase liabilities recognised as expenses | $			$ 22,800,000
Fair value of the forward purchase liabilities recognised in balance sheet | $			21,900,000
Fair value of the forward purchase liabilities recognised in statement of operation | $			$ 900,000
Preferred Class A [Member]
Forward Purchase Liabilities [Line Items]
Preferred stock shares authorized | shares		1,000,000
Preferred stock shares issued | shares	1,000,000	1,000,000
Preferred stock par or stated value per share | $ / shares	$ 260		$ 10
Preferred stock, value | $	$ 260,000,000
Conversion of stock, shares converted | shares	1,000,000
Preferred Class A [Member] | Preferred Share Prior Period [Member]
Forward Purchase Liabilities [Line Items]
Preferred stock, conversion price | $ / shares	$ 260
Preferred Class A [Member] | Preferred Share At Converted Period [Member]
Forward Purchase Liabilities [Line Items]
Preferred stock, conversion price | $ / shares	$ 10

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - USD ($)				12 Months Ended
	Dec. 21, 2023	Sep. 27, 2023	Mar. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 17, 2023	Dec. 31, 2021
Class of Stock [Line Items]
Common stock shares issued	500,000
Preferred stock shares authorized				1,000,000	1,000,000
Preferred stock par or stated value per share				$ 0.0001	$ 0.0001
Preferred stock shares issued				1,000,000	0
Preferred stock shares outstanding				1,000,000	0
Temporary equity, Par or stated value per share				$ 10.53	$ 10.13
Conversion of stock, shares converted	6,000,000
Conversion of stock, amount issued				$ 30,246,702	$ 0
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares outstanding					0
Conversion Of Class B Common Stock To Class A Common stock [Member]
Class of Stock [Line Items]
Conversion of stock, description				one-for-one
Common Class A [Member]
Class of Stock [Line Items]
Common stock par or stated value per share				$ 0.0001
Common stock shares issued				4,045,468
Common stock shares outstanding				4,045,468
Temporary equity, Par or stated value per share				$ 0.0001	$ 0.0001
Temporary equity, Shares authorized				200,000,000	200,000,000
Temporary equity, Shares issued				1,065,468	27,510,000
Temporary Equity Shares Outstanding		1,544,903		1,065,468	27,510,000	4,045,468	27,510,000
Conversion of stock, shares issued				2,980,000
Conversion Of stock conversion price				$ 10.15
Temporary equity stock redeemed during the period shares		1,544,903	24,899,629	26,444,532
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Common stock, threshold percentage on conversion of shares				20%
Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares issued				2,980,000
Conversion of stock, amount issued				$ 30,247,000
Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member] | Retained Earnings [Member]
Class of Stock [Line Items]
Conversion of stock, amount issued				30,246,702
Common Class A [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, amount issued				$ 298
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized				20,000,000	20,000,000
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common stock shares issued				3,897,500	6,877,500
Common stock shares outstanding				3,897,500	6,877,500
Conversion of stock, shares converted				2,980,000
Common Class B [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares issued				(2,980,000)
Conversion of stock, amount issued				$ (298)
Common Class B [Member] | Conversion Of Class B Common Stock To Class A Common stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted				2,980,000
Class A common stock were subject to possible redemption [Member]
Class of Stock [Line Items]
Temporary Equity Shares Outstanding				1,065,468
Non redeemable ClassA commonstock [Member]
Class of Stock [Line Items]
Common stock shares authorized				200,000,000	200,000,000
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common stock shares issued				2,980,000	0
Common stock shares outstanding				2,980,000	0
Conversion of stock, shares issued				2,980,000
Non redeemable ClassA commonstock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares issued				2,980,000
Conversion of stock, amount issued				$ 298
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued				1,000,000
Preferred stock shares outstanding				1,000,000

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Assets Measured on Recurring and Nonrecurring Basis (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	$ 11,214,335	$ 278,782,399
US Treasury Securities [Member]
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	11,214,335	278,782,399
Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	11,214,335	278,782,399
Level 1 [Member] | US Treasury Securities [Member]
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	$ 11,214,335	$ 278,782,399

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Derivative liability	$ 712,730	$ 850,901
Fair Value, Recurring [Member]
Liabilities:
Derivative liability	22,628,730	850,901
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative liability	412,650	502,058
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative liability	0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative liability	22,216,080	348,843
Warrant Securities [Member] | Forward Purchase Liabilities [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative liability	21,916,000
Warrant Securities [Member] | Forward Purchase Liabilities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative liability	21,916,000
Warrant Securities [Member] | Public Warrants [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative liability	412,650	502,058
Warrant Securities [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative liability	412,650	502,058
Warrant Securities [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative liability	300,080	348,843
Warrant Securities [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative liability	0
Warrant Securities [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative liability	$ 300,080	$ 348,843

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Description fair value measurements, valuation processes	The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2023 and 2022

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of The Changes In Fair Value of The Public and Private Placement Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Level 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance, warrant liabilities	$ 348,843	$ 3,675,980
Change in fair value of warrant liabilities	(48,763)	(3,327,137)
Ending balance, warrant liabilities	$ 300,080	$ 348,843

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of The Changes In Fair Value of The Forward Purchase Liabilities (Details) - Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2023 USD ($)
Fair Value Net Derivative Asset And Forward Purchase Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Ending balance, warrant liabilities	$ 300,080
Forward Purchase Liabilities [Member]
Fair Value Net Derivative Asset And Forward Purchase Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Issuance of Forward Purchase Liabilities	22,763,000
Change in fair value of Forward Purchase Liabilities	(847,000)
Ending balance, warrant liabilities	$ 21,916,000

Commitments - Additional Inform

Commitments - Additional Information (Details) - USD ($)	Nov. 27, 2023	Dec. 31, 2023	Nov. 29, 2023	Sep. 21, 2023	Mar. 20, 2023	Dec. 31, 2022
Commitments And Contingencies [Line Items]
Deferred Compensation Liability, Classified, Noncurrent		$ 0				$ 9,628,500
Underwriting Expense Ratio	100%
Deferred Underwriting Fee Payable			$ 9,628,500
NonRedemption Agreement [Member]
Commitments And Contingencies [Line Items]
Number of shares not available for redemption				655,715	1,959,269
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Number of shares transferrable by sponsor to non redeemption holders					489,819
Underwriters Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred Compensation Liability, Classified, Noncurrent						$ 9,628,500

Income Taxes - Schedule Of The

Income Taxes - Schedule Of The Income Tax Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current
Federal	$ 763,697	$ 746,062
State	2,419	3,103
Deferred tax (benefit)
Federal	(494,686)	(270,770)
State	(306,235)	(182,203)
Valuation allowance	800,921	452,973
Income tax expense	$ 766,116	$ 749,165

Income Taxes - Schedule of Net

Income Taxes - Schedule of Net Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Start-up/Organization costs	$ 1,371,101	$ 570,180
Net operating loss carryforwards	0	0
Valuation allowance	(1,371,101)	(570,180)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Schedule A Recon

Income Taxes - Schedule A Reconciliation of the Statutory Federal Income Tax Rate (Benefit) (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21%	21%
Forward purchase liabilities upon issuance and change in fair value of forward purchase liabilities	(23.00%)	0%
Capitalized start-up costs	(2.50%)	2.50%
Forgiveness of deferred underwriting fee	0.50%	0%
Deferred tax benefit expense	0%	(0.10%)
Change in fair value of derivative warrant liabilities	0.20%	(17.00%)
Income tax expense	(3.80%)	6.40%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred tax asets, valuation allowance	$ 1,371,101	$ 570,180

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event [Member]	Apr. 22, 2024 USD ($) $ / shares shares
Convertible Notes First Tranche [Member]
Subsequent Event [Line Items]
Percentage of number of conversion of combined common shares	150%
Cable Car NPA [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 15,000,000
Debt instrument, interest rate, stated percentage	15%
Debt Instrument, term	5 years
Business acquisition, equity interest issued or issuable, number of shares | shares	100,000
Business acquisition additional equity interests issued or issuable number of shares issued | shares	50,000
Business acquisition, equity interest issued or issuable, value assigned	$ 1,000,000
Cable Car NPA [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage	150%
Cable Car NPA [Member] | Minimum [Member]
Subsequent Event [Line Items]
Debt instrument, redemption price, percentage	110%
Cable Car NPA [Member] | Paid In Cash [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	7.50%
Cable Car NPA [Member] | Paid In Kind [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	7.50%
Cable Car NPA [Member] | Convertible Notes First Tranche [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 3,500,000
Merger Agreement [Member]
Subsequent Event [Line Items]
Business acquisition, share price | $ / shares	$ 10
Percentage of price per share equal to VWAP	85%
Common stock, terms of conversion	during the 20 consecutive trading days prior to the date of conversion, provided that such conversion price will not exceed $11.00 per share or be less than $3.00 per share of Class A Common Stock of the Combined Company;