Arogo Capital Acquisition (AOGO) 10-Q 11 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Jun. 10, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	AROGO CAPITAL ACQUISITION CORP.
Entity Central Index Key	0001881741
Entity File Number	001-41179
Entity Tax Identification Number	87-1118179
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	848 Brickell Avenue
Entity Address, Address Line Two	Penthouse 5
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
Entity Phone Fax Numbers [Line Items]
City Area Code	(786)
Local Phone Number	442-1482
Units, each consisting of one share of Class A common stock and one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one Redeemable Warrant
Trading Symbol	AOGOU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	AOGO
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	AOGOW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,762,409
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,587,500

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 78,427	$ 79,026
Prepaid expenses	60,750
Prepaid income tax	247,183	292,444
Total Current Assets	386,360	371,470
Cash and marketable securities held in the trust	19,518,054	19,187,175
Total assets	19,904,414	19,558,645
Current liabilities
Accrued expenses	1,079,000	1,036,443
Other Payables	230,000	200,000
Franchise Tax Payable	75,600	80,000
Excise tax	901,240	901,240
Working capital loan	180,000	180,000
Extension loan	1,429,996	1,309,996
Total Current liabilities	4,571,954	4,037,462
Deferred Underwriting Commission	3,622,500	3,622,500
Total liabilities	8,194,454	7,659,962
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 1,762,409 shares issued and outstanding at redemption value of $10.98 per share and $10.89 per share at March 31, 2024 and December 31,2023 respectively	19,342,454	19,187,175
Shareholders’ Deficit
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid in capital
Accumulated deficit	(7,632,802)	(7,288,800)
Total shareholders’ deficit	(7,632,494)	(7,288,492)
Total liabilities and shareholders’ deficit	19,904,414	19,588,645
Related Party
Current liabilities
Due to related party	608,920	262,585
Advanced from related parties	67,198	67,198
Class A Common Stock
Current liabilities
Class A common stock subject to possible redemption; 1,762,409 shares issued and outstanding at redemption value of $10.98 per share and $10.89 per share at March 31, 2024 and December 31,2023 respectively	19,342,454	19,187,175
Shareholders’ Deficit
Common stock value	49	49
Class B Common Stock
Shareholders’ Deficit
Common stock value	$ 259	$ 259

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, shares issued	1,762,409	1,762,409
Common stock subject to possible redemption price per share (in Dollars per share)	$ 10.98	$ 10.89
Common stock subject to possible redemption, shares outstanding	1,762,409	1,762,409
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	492,025	492,025
Common stock, shares outstanding	492,025	492,025
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,587,500	2,587,500
Common stock, shares outstanding	2,587,500	2,587,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Formation and Operating costs	$ 358,992	$ 173,083
Franchise tax	35,600	80,000
Loss from operation	(394,592)	(253,083)
Interest earned	1	12
Unrealised Gain/Loss on marketable securities held in the trust account	251,129	1,059,514
Other Income (Loss)	251,130	1,059,526
Income (Loss) before provision for income taxes	(143,462)	806,443
Provision for income taxes	(45,261)	(42,640)
Net Income (Loss)	$ 188,723	$ (763,803)
Redeemable Common Stock
Weighted average shares of Redeemable Common Stock (in Shares)	1,762,409	10,350,000
Basic net income (loss) per common share (in Dollars per share)	$ (0.17)	$ 0.08
Non-redeemable Common Stock
Weighted average shares of Redeemable Common Stock (in Shares)	3,079,525	3,079,525
Basic net income (loss) per common share (in Dollars per share)	$ (0.09)	$ (0.02)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Redeemable Common Stock
Diluted net income (loss) per common share	$ (0.17)	$ 0.08
Non-redeemable Common Stock
Diluted net income (loss) per common share	$ (0.09)	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 49	$ 259		$ (4,479,864)	$ (4,479,556)
Balance (in Shares) at Dec. 31, 2022	492,025	2,587,500
Net income (loss)				763,803	763,803
Re-measurement of common stock subject to redemption				(771,696)	(771,696)
Balance at Mar. 31, 2023	$ 49	$ 259		(4,487,757)	(4,487,449)
Balance (in Shares) at Mar. 31, 2023	492,025	2,587,500
Balance at Dec. 31, 2023	$ 49	$ 259		(7,288,800)	(7,288,492)
Balance (in Shares) at Dec. 31, 2023	492,025	2,587,500
Net income (loss)				(188,723)	(188,723)
Additional amount deposit into trust				(120,000)	(120,000)
Re-measurement of common stock subject to redemption				(35,279)	(35,279)
Balance at Mar. 31, 2024	$ 49	$ 259		$ (7,632,802)	$ (7,632,494)
Balance (in Shares) at Mar. 31, 2024	492,025	2,587,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net (Loss) Income	$ (188,723)	$ 763,803
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned	(1)	(12)
Unrealized Gain/Loss from marketable securities held in the trust account	(251,129)	(1,059,514)
Changes in operating assets and liabilities:
Prepaid expenses	(60,750)	(32,000)
Prepaid income tax	45,261
Accrued expenses	42,557
Other payables	30,000	30,000
Franchise tax payable	(4,400)	(29,749)
Income tax payable		42,640
Due to related party	346,335
Net cash used in operating activities	(40,850)	(284,832)
Cash flows from investing activities:
Investment of Cash in Trust Account - extension	(120,000)
Withdrawal from Trust Account for tax payment	40,250	287,818
Net cash (used in) provided by investing activities	(79,750)	287,818
Cash flows from financing activities:
Interest earned on Cash account	1	12
Proceeds from sponsor working capital loan		140,000
Proceeds from extension loan	120,000
Net cash provided by financing activities	120,001	140,012
Net change in cash	(599)	142,998
Cash at the beginning of the period	79,026	52,989
Cash at the end of the period	78,427	195,987
Supplemental disclosure of non-cash financing activities:
Re-measurement of common stock subject to redemption	$ 155,279	$ 771,696

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	3 Months Ended
	Mar. 31, 2024
Description of Organization, Business Operations and Going Concern [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Arogo Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from June 9, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and subsequently, evaluating business combination targets . The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 23, 2021. On December 29, 2021, the Company consummated the Initial Public Offering of 9,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $90,000,000, which is described in Note 3. The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,350,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 29, 2021, the underwriters exercised this option and purchased 1,350,000 additional Units generating gross proceeds of $13,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 422,275 Units (the “Private Placement Units”) to Singto, LLC, f/k/a Koo Dom Investment, LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,222,750. Upon exercise of the underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units at a purchase price of $10.00 per unit generating additional gross proceeds of $438,750. As of December 29, 2021, transaction costs amounted to $6,524,539 consisting of $1,811,250 of underwriting fees (gross of a discount of $400,000), $3,622,500 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”), the fair value of the 25,875 shares of Class A common stock issued to the underwriter of $258,750 and $832,039 of other offering costs related to the Initial Public Offering. Cash of $1,007,897 was held outside of the Trust Account on December 29, 2021 and was available for working capital purposes. As described in Note 6, the $3,622,500 deferred underwriting fees are contingent upon the consummation of the Business Combination within 12 months (or up to 21 months if extended) from the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on December 29, 2021, an amount of $105,052,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” ( All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants). the initial value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable. we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings. or in absence of retained earnings. additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Charter Amendments On March 24, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from March 29, 2023 to December 29, 2023, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust account an amount equal to $0.0378 per share for each public share or $191,666, prior to the commencement of each extension period (the “Extension”). The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on September 28, 2023. At the Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which the Company must consummate the initial Business Combination from March 29, 2023 to December 29, 2023, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 5,289,280 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.74 per share of the funds in the Trust Account. As a result, approximately $54,675,740 were removed from the Trust Account to pay such holders. Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 5,060,720. The Sponsor has continued to make monthly deposits into the Trust Account of $191,666 for five of the nine monthly extensions, from March 29, 2023 until August 29, 2023. The Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from March 29, 2023 to December 29, 2023, and updating certain defined terms in the Trust Agreement (the “First Amendment to the Trust Agreement”). On September 21, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from December 29, 2023 to December 29, 2024, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust account an amount equal to $40,000, prior to the commencement of each extension period (the “Extension”). The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on September 28, 2023. At the Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which the Company must consummate the initial Business Combination from December 29, 2023 to December 29, 2024, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders. Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 1,762,409. The Sponsor has made the monthly deposit into the Trust Account of $40,000 for the monthly extension, from September 29, 2023 until June 29, 2024. The Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 23, 2021, as amended by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from December 29 2023 to December 29, 2024, and updating certain defined terms in the Trust Agreement (the “Second Amendment to the Trust Agreement”). The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Merger Agreement On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub EON Purchaser Representative Seller Representative Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “ Closing Surviving Corporation As consideration for the Merger, the holders of EON securities collectively shall be entitled to receive from Arogo, in the aggregate, a number of the Company securities with an aggregate value equal to (the “ Merger Consideration Stockholder Merger Consideration Primary Capital Termination of Material Definitive Agreement On November 7, 2023, the Company sent EON a termination notice (the “Termination Notice”) that the Company had terminated the Business Combination Agreement (the “Termination”) and all Ancillary Agreements, pursuant to Section 8.1 (Termination) thereof and as a remedy at law, based on breaches by EON of certain covenants contained in the Business Combination Agreement. The Termination Notice does not constitute a waiver of, and shall not prejudice any of the Company’s rights under the Business Combination Agreement or at law. The Company reserves all such rights in full to pursue any and all loss of the Company, the Company Representative, and the shareholders of the Company with respect to the Termination. Liquidity and Capital Resources As of March 31, 2024 and December 31, 2023 the Company had cash of $78,427 and $79,026 respectively and working capital deficit of $4,145,593 and $3,654,303 respectively. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. 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 if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company will need to raise additional funds to meet the working capital needs of the Company prior to the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying unaudited condensed financial statements has been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on May 10, 2024. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $78,427 and $79,026 for March 31, 2024 and December 31, 2023, respectively and no cash equivalents as of March 31, 2024 and December 31, 2023. Cash held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in treasury trust funds. At March 31, 2024 and December 31, 2023 the Company had $19,518,054 and $19,187,175 in cash held in the Trust Account, respectively. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the unaudited condensed balance sheets are reconciled in the following table: March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 19,187,175 $ 105,941,664 Less: Redemption of Class A common stock, including interest - (90,124,000 ) Plus: Re-measurement of carrying value to redemption value 155,279 3,369,511 Redeemable Class A Common Stock - Ending Balance 19,342,454 19,187,175 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Income taxes was accrued for $0 for the three months ended March 31, 2024 and income tax was prepaid $247,183 and the income tax payable for December 31, 2023 was $0. The income tax provision for the three months ended March 31, 2024 and 2023 are $45,261 and $42,640, respectively. Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of common stocks outstanding during the period, excluding common stocks subject to forfeiture. As of March 31, 2024 and March 31, 2023, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: For the three months ended For the three months ended Redeemable Non Redeemable Stock Redeemable Non Redeemable Basic and diluted net loss per share: Numerators: Allocation of expenses $ (160,101 ) (279,751 ) $ (227,911 ) $ (67,812 ) Interest 251,130 - 1,059,526 - Accretion of carrying value to redemption value (387,730 ) - - - Allocation of net (loss) income $ (296,701 ) $ (279,751 ) $ 831,615 $ (67,812 ) Denominators: Weighted-average shares outstanding 1,762,409 3,079,525 10,350,000 3,079,525 Basic and diluted net income (loss) per share $ (0.17 ) $ (0.09 ) $ 0.08 $ (0.02 ) Concentration of Credit Risk Financial instruments that are potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $250,000. The Company did not have cash exceed FDIC limits at March 31, 2024 and December 31, 2023. Cash held in trust is comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation (“SIPC”), comprised of $250,000 coverage for cash and $250,000 for securities. The Company had $19,268,054 and $18,937,175 of securities in excess of SIPC limits as of March 31, 2024 and December 31, 2023, respectively. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: Level March 31, December 31, Assets: Cash and marketable securities held in trust account 1 $ 19,518,054 $ 19,187,175 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for the equity treatment in the Company’s unaudited condensed financial statements. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed balance sheets.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 9,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). On December 29, 2021, the underwriters exercised the over-allotment option by purchasing 1,350,000 additional units, generating $13,500,000.

Private Placements

Private Placements	3 Months Ended
	Mar. 31, 2024
Private Placements [Abstract]
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS The Sponsor purchased an aggregate of 466,150 Private Placement Units at a price of $10.00 per Private Placement Unit generating an aggregate of $4,661,500 from the Company in private placements that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Unit is comprised of one Class A share and one warrant. Each Private Placement Warrant is exercisable to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Units (including Class A Common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2024
Related Parties [Abstract]
RELATED PARTIES	NOTE 5 — RELATED PARTIES Founder Shares On June 30, 2021, the Sponsor received 2,875,000 of the Company’s Class B common stock (the “Founder Shares”) for $25,000 to be paid at a later date. On October 11, 2021, the sponsor surrendered and forfeited 287,500 Founder Shares for no consideration, following which the Sponsor holds 2,587,500 Founder Shares. All share amounts have been retroactively restated to reflect this surrender. So that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the consummation of a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 26, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) February 28, 2022 or (ii) the consummation of the Proposed Public Offering. As of March 31, 2024 and December 31, 2023, there was no amount outstanding under the Promissory Note. Advances from Related Parties Affiliates of the Sponsor advanced $1,000 to the Company for working capital. These advances are due on demand and are non-interest bearing. For the period from June 9, 2021 (inception) through March 31, 2024, the related parties paid $676,118 on behalf of the Company. As of March 31, 2024 and December 31, 2023, there was $676,118 and $329,783 due to the related parties respectively. General and Administrative Services Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 23 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The administrative expense was $30,000 for each of the three-months ended March 31, 2024 and 2023. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2024 and December 31, 2023, there were $180,000 and $180,000 outstanding under the Working Capital Loans. Extension Payment Deposit On March 29, 2023, April 25, 2023, May 29, 2023, June 26, 2023, July 25, 2023, and August 23, 2023, the Company caused to be deposited $191,666 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by six months from March 29, 2023 to September 29, 2023. On September 29, 2023, October 26, 2023, November 29, 2023, December 22, 2023, January 25, 2024, February 26, 2024, March 25, 2024, April 25, 2024 and May 25, 2024it caused to be deposited $40,000 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by nine month from September 29, 2023 (the “Extension”) to June 29, 2024. The total extension payment the Company has deposited in the trust account is $1,429,996 as of March 31, 2024 and $1,309,996 as of December 31, 2023.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be 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 registration statements filed subsequent to completion of a 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 to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Proposed Public Offering to purchase up to 1,350,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriters exercised this option simultaneously with close of the Initial Public Offering. The underwriters were paid a cash underwriting discount of $0.175 per Unit, or $1,811,250 (gross of a discount of $400,000), upon the closing of the Proposed Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,622,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also received 25,875 shares of Class A common stock upon the consummation of the IPO. The fair value of the shares issued to the underwriter was $258,750.

Stockholder_s Deficit

Stockholder’s Deficit	3 Months Ended
	Mar. 31, 2024
Stockholder’s Deficit [Abstract]
STOCKHOLDER’S DEFICIT	NOTE 7 — STOCKHOLDER’S DEFICIT Preferred Stock no Class A Common Stock — Class B Common Stock — Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statement.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (188,723)	$ 763,803

Insider Trading Arrangements

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on May 10, 2024. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $78,427 and $79,026 for March 31, 2024 and December 31, 2023, respectively and no cash equivalents as of March 31, 2024 and December 31, 2023.
Cash held in Trust Account	Cash held in Trust Account At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in treasury trust funds. At March 31, 2024 and December 31, 2023 the Company had $19,518,054 and $19,187,175 in cash held in the Trust Account, respectively.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the unaudited condensed balance sheets are reconciled in the following table: March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 19,187,175 $ 105,941,664 Less: Redemption of Class A common stock, including interest - (90,124,000 ) Plus: Re-measurement of carrying value to redemption value 155,279 3,369,511 Redeemable Class A Common Stock - Ending Balance 19,342,454 19,187,175
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Income taxes was accrued for $0 for the three months ended March 31, 2024 and income tax was prepaid $247,183 and the income tax payable for December 31, 2023 was $0. The income tax provision for the three months ended March 31, 2024 and 2023 are $45,261 and $42,640, respectively.
Net income (loss) per share	Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of common stocks outstanding during the period, excluding common stocks subject to forfeiture. As of March 31, 2024 and March 31, 2023, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: For the three months ended For the three months ended Redeemable Non Redeemable Stock Redeemable Non Redeemable Basic and diluted net loss per share: Numerators: Allocation of expenses $ (160,101 ) (279,751 ) $ (227,911 ) $ (67,812 ) Interest 251,130 - 1,059,526 - Accretion of carrying value to redemption value (387,730 ) - - - Allocation of net (loss) income $ (296,701 ) $ (279,751 ) $ 831,615 $ (67,812 ) Denominators: Weighted-average shares outstanding 1,762,409 3,079,525 10,350,000 3,079,525 Basic and diluted net income (loss) per share $ (0.17 ) $ (0.09 ) $ 0.08 $ (0.02 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that are potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $250,000. The Company did not have cash exceed FDIC limits at March 31, 2024 and December 31, 2023. Cash held in trust is comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation (“SIPC”), comprised of $250,000 coverage for cash and $250,000 for securities. The Company had $19,268,054 and $18,937,175 of securities in excess of SIPC limits as of March 31, 2024 and December 31, 2023, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: Level March 31, December 31, Assets: Cash and marketable securities held in trust account 1 $ 19,518,054 $ 19,187,175
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for the equity treatment in the Company’s unaudited condensed financial statements.
Recent Accounting Standards	Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed balance sheets.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Scchedule of Class A Ordinary Shares Reflected on the Balance Sheet	As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the unaudited condensed balance sheets are reconciled in the following table: March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 19,187,175 $ 105,941,664 Less: Redemption of Class A common stock, including interest - (90,124,000 ) Plus: Re-measurement of carrying value to redemption value 155,279 3,369,511 Redeemable Class A Common Stock - Ending Balance 19,342,454 19,187,175
Schedule of Net Income (loss) Per Share	The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: For the three months ended For the three months ended Redeemable Non Redeemable Stock Redeemable Non Redeemable Basic and diluted net loss per share: Numerators: Allocation of expenses $ (160,101 ) (279,751 ) $ (227,911 ) $ (67,812 ) Interest 251,130 - 1,059,526 - Accretion of carrying value to redemption value (387,730 ) - - - Allocation of net (loss) income $ (296,701 ) $ (279,751 ) $ 831,615 $ (67,812 ) Denominators: Weighted-average shares outstanding 1,762,409 3,079,525 10,350,000 3,079,525 Basic and diluted net income (loss) per share $ (0.17 ) $ (0.09 ) $ 0.08 $ (0.02 )
Schedule of Company’s Financial Assets	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: Level March 31, December 31, Assets: Cash and marketable securities held in trust account 1 $ 19,518,054 $ 19,187,175

Description of Organization, _2

Description of Organization, Business Operations and Going Concern (Details) - USD ($)			3 Months Ended	8 Months Ended	12 Months Ended
	Mar. 24, 2023	Dec. 29, 2021	Mar. 31, 2024	May 29, 2024	Dec. 31, 2023	Mar. 25, 2024	Feb. 26, 2024	Jan. 25, 2024	Dec. 22, 2023	Nov. 29, 2023	Oct. 26, 2023	Sep. 29, 2023	Sep. 21, 2023	Aug. 23, 2023	Jul. 25, 2023	Jun. 26, 2023	May 29, 2023	Apr. 25, 2023	Mar. 29, 2023	Dec. 31, 2022
Description of Organization, Business Operations and Going Concern [Line Items]
Underwriters option period from the date of initial public offering			45 days
Transaction costs		$ 6,524,539
Underwriting fees		1,811,250
Discount amount		400,000
Deferred underwriting fees		3,622,500
Stock issued (in Shares)			1,350,000
Trust account		1,007,897
Net proceeds		$ 105,052,500
Net proceeds sale of units price per share (in Dollars per share)		$ 10.15
Percentage of fair market value net assets held in the trust account			80%
Ownership interest to be acquired on post-transaction company			50%
Public price per share (in Dollars per share)	$ 0.0378		$ 10.15
Maturity term of U.S government securities			185 days
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Minimum percentage that can be redeemed without prior consent of the company			15%
Obligation to redeem Public Shares if entity does not complete a business combination			100%
Public share	$ 191,666
Deposits into the trust account			$ 1,429,996			$ 40,000	$ 40,000	$ 40,000	$ 40,000	$ 40,000	$ 40,000	$ 40,000	$ 40,000	$ 191,666	$ 191,666	$ 191,666	$ 191,666	$ 191,666	$ 191,666	$ 1,309,996
Trust account, description			In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Cash			$ 78,427		$ 79,026
Working capital			4,145,593		$ 3,654,303
Maximum [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Working capital			105,052,500,000,000
Merger Consideration [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Merger consideration			550,000,000
Sponsor [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Deposits into the trust account			$ 191,666
Underwriters [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Number of units issued (in Shares)		1,350,000
Gross proceeds		$ 13,500,000
Underwriters option period from the date of initial public offering		45 years
Class A common stock [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Remaining share of Class A common stock outstanding (in Shares)			5,060,720										1,762,409
Class A common stock [Member] | Underwriters [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Stock issued (in Shares)		25,875	25,875
Stock issued value		$ 258,750	$ 258,750
Class A common stock [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Stock exercised their right to redeem their shares (in Shares)	5,289,280												3,298,311
Redemption par value per share (in Dollars per share)	$ 10.74												$ 10.72
Stock exercised their right to redeem their shares value	$ 54,675,740												$ 35,448,259
IPO [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Number of units issued (in Shares)		9,000,000	9,000,000
Gross proceeds		$ 90,000,000
Price per share (in Dollars per share)			$ 10
Deferred underwriting fees		3,622,500
Other offering costs		$ 832,039
Public price per share (in Dollars per share)			$ 10.15
IPO [Member] | Underwriters [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Number of units issued (in Shares)		1,350,000
Private Placement [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Number of units issued (in Shares)			422,275
Gross proceeds			$ 4,222,750
Price per share (in Dollars per share)			$ 10
Private Placement [Member] | Sponsor [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Number of units issued (in Shares)			43,875
Gross proceeds			$ 438,750
Price per share (in Dollars per share)			$ 10
Stock issued (in Shares)			466,150
Trust Account [Member] | Forecast [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Monthly deposit in trust account				$ 40,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Cash	$ 78,427		$ 79,026
Cash held in the trust account	19,518,054		19,187,175
Temporary equity	19,342,454		19,187,175
Income taxes accrued	0
Income tax prepaid			0
Provision for income taxes	45,261	$ 42,640
Bank deposits insured by FDIC	250,000
Cash held in trust	250,000
Coverage for cash securities	250,000
Securities in excess amount	$ 19,268,054		$ 18,937,175
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Stock subject to possible redemption (in Shares)	1,762,409		1,762,409
Temporary equity	$ 19,342,454		$ 19,187,175	$ 105,941,664
Income tax prepaid	$ 247,183

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Scchedule of Class A Ordinary Shares Reflected on the Balance Sheet - Class A Common Stock [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Scchedule of Class A Ordinary Shares Reflected on the Balance Sheet [Line Items]
Redeemable Class A Common Stock – Opening Balance	$ 19,187,175	$ 105,941,664
Less:
Redemption of Class A common stock, including interest		(90,124,000)
Plus:
Re-measurement of carrying value to redemption value	155,279	3,369,511
Redeemable Class A Common Stock - Ending Balance	$ 19,342,454	$ 19,187,175

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Net Income (loss) Per Share - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Redeemable Common Stock [Member]
Numerators:
Allocation of expenses	$ (160,101)	$ (227,911)
Interest	251,130	1,059,526
Accretion of carrying value to redemption value	(387,730)
Allocation of net (loss) income	$ (296,701)	$ 831,615
Denominators:
Weighted-average shares outstanding (in Shares)	1,762,409	10,350,000
Basic net income (loss) per share (in Dollars per share)	$ (0.17)	$ 0.08
Non Redeemable Stock [Member]
Numerators:
Allocation of expenses	$ (279,751)	$ (67,812)
Interest
Accretion of carrying value to redemption value
Allocation of net (loss) income	$ (279,751)	$ (67,812)
Denominators:
Weighted-average shares outstanding (in Shares)	3,079,525	3,079,525
Basic net income (loss) per share (in Dollars per share)	$ (0.09)	$ (0.02)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Net Income (loss) Per Share (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Redeemable Common Stock [Member]
Schedule of Net Income (loss) Per Share [Line Items]
Diluted net income (loss) per share	$ (0.17)	$ 0.08
Non Redeemable Stock [Member]
Schedule of Net Income (loss) Per Share [Line Items]
Diluted net income (loss) per share	$ (0.09)	$ (0.02)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Company’s Financial Assets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Cash and marketable securities held in trust account	$ 19,518,054	$ 19,187,175

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		3 Months Ended
	Dec. 29, 2021	Mar. 31, 2024
Initial Public Offering [Line Items]
Number of shares in a unit		1
Number of shares issuable per warrant		1
Underwriters [Member]
Initial Public Offering [Line Items]
Number of units issued	1,350,000
Gross proceeds (in Dollars)	$ 13,500,000
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Exercise price of warrants (in Dollars per share)		$ 11.5
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of units issued	9,000,000	9,000,000
Purchase price, per unit (in Dollars per share)		$ 10
Gross proceeds (in Dollars)	$ 90,000,000
Initial Public Offering [Member] | Underwriters [Member]
Initial Public Offering [Line Items]
Number of units issued	1,350,000

Private Placements (Details)

Private Placements (Details) - Private Placement [Member]	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Private Placements [Line Items]
Price per share	$ 10
Generating aggregate amount (in Dollars) | $	$ 4,661,500
Sponsor [Member]
Private Placements [Line Items]
Number of units issued (in Shares) | shares	466,150
Common Stock [Member]
Private Placements [Line Items]
Price per unit	$ 11.5

Related Parties (Details)

Related Parties (Details) - USD ($)

3 Months Ended

Oct. 11, 2021

Jun. 30, 2021

Mar. 31, 2024

Mar. 31, 2023

Mar. 25, 2024

Feb. 26, 2024

Jan. 25, 2024

Dec. 31, 2023

Dec. 22, 2023

Nov. 29, 2023

Oct. 26, 2023

Sep. 29, 2023

Sep. 21, 2023

Aug. 23, 2023

Jul. 25, 2023

Jun. 26, 2023

May 29, 2023

Apr. 25, 2023

Mar. 29, 2023

Dec. 31, 2022

Oct. 26, 2021

Related Parties [Line Items]

Number of shares issued (in Shares)

1,350,000

Restrictions on transfer period of time after business combination completion

1 year

Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in Dollars per share)

$ 12

Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

20 days

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

30 days

Management Fee Payable

$ 10,000

Administrative expense

30,000

$ 30,000

Working capital loans

180,000

$ 180,000

Deposite

1,429,996

$ 40,000

$ 40,000

$ 40,000

$ 40,000

$ 40,000

$ 40,000

$ 40,000

$ 40,000

$ 191,666

$ 191,666

$ 191,666

$ 191,666

$ 191,666

$ 191,666

$ 1,309,996

Promissory Note [Member]

Related Parties [Line Items]

Aggregate principal amount

$ 300,000

Series of Individually Immaterial Business Acquisitions [Member]

Related Parties [Line Items]

Repaid amount

$ 1,500,000

Business combination price per unit (in Dollars per share)

$ 10

Sponsor [Member]

Related Parties [Line Items]

Percentage of shares holding after IPO

20%

Affiliates of Sponsor advanced

$ 1,000

Founder Shares [Member] | Sponsor [Member]

Related Parties [Line Items]

Shares surrendered (in Shares)

287,500

Related Party [Member]

Related Parties [Line Items]

Due to the related parties

676,118

$ 329,783

Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]

Related Parties [Line Items]

Number of shares issued (in Shares)

2,875,000

Aggregate purchase price

$ 25,000

Founder Shares [Member]

Related Parties [Line Items]

Sponsor holds shares (in Shares)

2,587,500

Related Parties [Member]

Related Parties [Line Items]

Related parties paid

$ 676,118

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
	Dec. 29, 2021	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Underwriters day		45 days
Stock issued (in Shares)		1,350,000
Underwriting discount (in Dollars per share)		$ 0.175
Cash underwriting discount		$ 1,811,250
Gross discount		$ 400,000
Deferred fee per unit (in Dollars per share)		$ 0.35
Deferred fee		$ 3,622,500	$ 3,622,500
Underwriters [Member]
Commitments and Contingencies [Line Items]
Underwriters day	45 years
Class A Common Stock [Member] | Underwriters [Member]
Commitments and Contingencies [Line Items]
Stock issued (in Shares)	25,875	25,875
Stock issued value	$ 258,750	$ 258,750

Stockholder_s Deficit (Details)

Stockholder’s Deficit (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Stockholder's Equity [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Warrants issued description	Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
Redemption of warrants description	Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ●in whole and not in part; ●at a price of $0.01 per Public Warrant; ●upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ●if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
Threshold consecutive trading days for redemption of public warrants	30 days
Public Warrant [Member]
Stockholder's Equity [Line Items]
Redemption price per public warrant (in Dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in Dollars per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Class A Common Stock [Member]
Stockholder's Equity [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock voting rights	Holders of Class A common stock are entitled to one vote for each share.
Common stock, shares, issued	492,025	492,025
Common stock, shares, outstanding	492,025	492,025
Temporary equity, shares issued	1,762,409	1,762,409
Class B Common Stock [Member]
Stockholder's Equity [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock voting rights	Holders of Class B common stock are entitled to one vote for each share.
Common stock, shares, issued	2,587,500	2,587,500
Common stock, shares, outstanding	2,587,500	2,587,500
Class B Common Stock [Member] | Proposed Public Offering [Member]
Stockholder's Equity [Line Items]
Converted rate	20%