Vision Sensing Acquisition (VSAC) 10-Q 4 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 31, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40983
Entity Registrant Name	Vision Sensing Acquisition Corp.
Entity Central Index Key	0001883983
Entity Tax Identification Number	87-2323481
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	10 E. 53rd St
Entity Address, Address Line Two	Suite 3001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(786)
Local Phone Number	633-2520
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Information, Former Legal or Registered Name	Not applicable
Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant
Trading Symbol	VSACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	VSAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		1,606,391
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	VSACW
Security Exchange Name	NASDAQ
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,530,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 1,827	$ 244,612
Loan receivable	1,151,516	1,123,202
Total Current Assets	1,153,343	1,367,814
Cash held in trust account	15,463,523	15,225,623
Total Assets	16,616,866	16,593,437
Current liabilities
Accrued expenses	145,000	155,000
Accounts payable	1,559,964	1,803,954
Loan from related party	1,151,516	1,123,202
Working capital loan	882,253	512,303
Extension loan	2,759,452	2,579,452
Income tax payable	293,876	444,909
Franchise tax payable	44,051	168,254
Excise tax liability	930,314	930,314
Total Current Liabilities	7,766,426	7,717,388
Deferred underwriter commission	3,542,000	3,542,000
Total Liabilities	11,308,426	11,259,388
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 1,348,065 shares at $11.14 per share at March 31, 2024 and at $10.70 per share at December 31, 2023	15,025,595	14,426,673
Shareholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(9,717,455)	(9,092,924)
Total Shareholders’ Deficit	(9,717,155)	(9,092,624)
Total Liabilities, Redeemable Class A Common Stock and Shareholders’ Deficit	16,616,866	16,593,437
Common Class A [Member]
Shareholders’ Deficit
Common stock, value	47	47
Common Class B [Member]
Shareholders’ Deficit
Common stock, value	$ 253	$ 253

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	1,348,065	1,348,065
Temporary equity, redemption price per share	$ 11.14	$ 10.70
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	472,700	472,700
Common stock, shares outstanding	472,700	472,700
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,530,000	2,530,000
Common stock, shares outstanding	2,530,000	2,530,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Formation and operating costs	$ (115,345)	$ (396,395)
Franchise tax expenses	(52,002)
Loss from operations	(167,347)	(396,395)
Other income (expenses)
Interest earned on marketable securities held in trust account	167,705	1,118,706
Interest income - loan receivable	28,315
Interest expense - loan from related party	(28,315)
Total other income (expenses)	167,705	1,118,706
Income before provision for income taxes:	358	722,311
Provision for income taxes	(25,967)
Net income (loss)	(25,609)	722,311
Redeemable Common Stock [Member]
Other income (expenses)
Interest earned on marketable securities held in trust account	$ 167,705	$ 1,118,706
Weighted average shares outstanding of common stock, Basic	1,348,065	10,120,000
Weighted average shares outstanding of common stock, Diluted	1,348,065	10,120,000
Basic net income (loss) per common stock	$ 0.08	$ 0.08
Diluted net income (loss) per common stock	$ 0.08	$ 0.08
Non-redeemable Common Stock [Member]
Other income (expenses)
Interest earned on marketable securities held in trust account
Weighted average shares outstanding of common stock, Basic	3,002,700	3,002,700
Weighted average shares outstanding of common stock, Diluted	3,002,700	3,002,700
Basic net income (loss) per common stock	$ (0.04)	$ (0.03)
Diluted net income (loss) per common stock	$ (0.04)	$ (0.03)

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 47	$ 253		$ (4,281,038)	$ (4,281,038)
Balance, shares at Dec. 31, 2022	472,700	2,530,000
Net income (loss)				722,311	722,311
Additional amount deposited into trust				(1,012,000)	(1,012,000)
Balance at Mar. 31, 2023	$ 47	$ 253		(4,570,727)	(4,570,427)
Balance, shares at Mar. 31, 2023	472,700	2,530,000
Balance at Dec. 31, 2023	$ 47	$ 253		(9,092,924)	(9,092,624)
Balance, shares at Dec. 31, 2023	472,700	2,530,000
Net income (loss)				(25,609)	(25,609)
Additional amount deposited into trust				(180,000)	(180,000)
Remeasurement of Class A Common Stock Subject to Possible Redemption				(418,922)	(418,922)
Balance at Mar. 31, 2024	$ 47	$ 253		$ (9,717,455)	$ (9,717,155)
Balance, shares at Mar. 31, 2024	472,700	2,530,000

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 income (loss)	$ (25,609)	$ 722,311
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in trust account	(167,705)	(1,118,706)
Changes in operating assets and liabilities:
Accounts payable	(243,990)	265,020
Accrued expenses	(10,000)	20,000
Franchise tax payable	(124,203)
Income tax payable	(151,033)
Other receivable		10,000
Net cash used in operating activities	(722,540)	(101,375)
Cash flows from investing activities:
Cash withdraw from trust account to pay taxes	109,805
Investment of cash in trust account	(180,000)	(1,012,000)
Loan to third party	(28,315)
Net cash used in investing activities	(98,510)	(1,012,000)
Cash flows from financing activities:
Working capital loan	369,950	29,975
Extension loan	180,000	1,012,000
Loan from related party	28,315
Net cash provided by financing activities	578,265	1,041,975
Net change in cash	(242,785)	(71,400)
Cash at the beginning of the period	244,612	71,650
Cash at the end of the period	1,827	250
Supplemental disclosure of non-cash investing and financing activities:
Extension Funds attributable to common stock subject to redemption	180,000	1,012,000
Remeasurement of Class A Common Stock Subject to Possible Redemption	$ 418,922

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Vision Sensing Acquisition Corp. (the “ Company Business Combination As of March 31, 2024, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through March 31, 2024, relates to the Company’s formation, the Offering (as defined below), the Company’s search for acquisition targets and due diligence, the negotiation of the Newsight Business Combination Agreement (as defined below), assisting Newsight Imaging Ltd. in the preparation and filing of its Registration Statement on Form F-4 and amendments thereto, terminating the Newsight Business Combination Agreement, negotiating the Mediforum Merger Agreement and preparing filings with the SEC. 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 on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Vision Sensing LLC, a Delaware limited liability company (the “ Sponsor On November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 Units Public Shares 10.00 88,000,000 7,520,024 3,542,000 1,320,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 426,500 Private Placement Units 10.00 4,265,000 Private Placement Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 10.00 Overallotment Units 13,200,000 264,000 0.0001 Class A Common Stock Warrant Public Warrants 11.50 Simultaneously with the exercise of the overallotment option, the Company consummated the Private Placement of an additional 46,200 462,000 A total of $ 102,718,000 Trust Account Trust Agreement Continental Investment Company Act VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Description of Organization and Business Operations (Continued) Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 7,520,024 2,024,000 3,542,000 436,024 Following the closing of the Initial Public Offering $ 953,522 1,827 6,593,083 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 the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “ Public Stockholders 5,000,001 Proposed Business Combination with Newsight On August 30, 2022, the Company entered into a Business Combination Agreement (the “ Original Newsight Business Combination Agreement Newsight Business Combination Agreement Newsight Merger Sub VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Description of Organization and Business Operations (Continued) On December 9, 2023, the Company, Newsight and Merger Sub entered into a Mutual Termination Agreement (the “ Mutual Termination Agreement Merger Agreement with Mediforum On January 12, 2024, Vision Sensing Acquisition Corp., a Delaware corporation, entered into an Agreement and Plan of Merger (the “ Mediforum Merger Agreement Pursuant to the terms of the Merger Agreement, a new British Virgin Islands business company (“ PubCo Merger Sub 1 Merger Sub 2 Initial Merger VSAC Merger Mergers Transactions Board The consideration for the Mergers (the “ Merger Consideration 250,000,000 . The Merger Consideration will be payable 100 % in 25,000,000 PubCo ordinary shares valued at $ 10.00 per share. The Mediforum Merger Agreement contains customary representations and warranties, covenants, and closing conditions of the parties thereto. The Mediforum Merger Agreement provides that VSAC, Mediforum, PubCo, Merger Sub 1 and Merger Sub 2 shall, no later than February 15, 2024, execute an amendment and restatement of the Merger Agreement (the “ ARBCA VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Description of Organization and Business Operations (Continued) First Charter Amendment In a special meeting held on May 1, 2023, the Company’s stockholders approved a First Amendment (the “ First Charter Amendment Termination Date 100,000 The First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account the lesser of (x) $100,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the Company’s initial Business Combination had occurred (the “Extension Payment” 8,507,492 10.61 90.2 1,612,508 72,562.86 In connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the First Charter Amendment. Second Charter Amendment In a special meeting held on October 25, 2023, the Company’s stockholders approved a Second Amendment (the “ Second Charter Amendment The Second Charter Amendment allowed the Company to extend the Termination Date from November 3, 2023 by up to six 1-month extensions to May 3, 2024, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until May 3, 2024 unless the closing of the Company’s initial Business Combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. 264,443 11.12 2.9 1,348,065 60,000 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Description of Organization and Business Operations (Continued) In connection with the Second Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 2 to Investment Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the Second Charter Amendment. 2024 Annual Meeting On April 30, 2024, at 9:00 a.m. ET, the Company held a virtual annual meeting of its stockholders (the “ 2024 Annual Meeting At the 2024 Annual Meeting, the Company’s stockholders approved two additional amendments to the Company’s amended and restated certificate of incorporation. One amendment (the “ Third Charter Amendment Fourth Charter Amendment 100,000 0.045 In connection with the approval of the Fourth Charter Amendment on April 30, 2024, holders of 214,374 11.57 2.48 1,133,691 51,016.10 In connection with the Fourth Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 3 to Investment Management Trust Agreement dated April 30, 2024 by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the Fourth Charter Amendment. Extensions The Company’s amended and restated certificate of incorporation originally provided that we have up to 12 months from the closing of our IPO, or until November 3, 2022, to consummate an initial Business Combination; however, if we anticipated that we may not be able to consummate a Business Combination within 12 months, we could, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months, or until May 3, 2023), subject to our Sponsor depositing additional funds into the Trust Account. On October 28, 2022 and February 2, 2023, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023 and May 3, 2023, respectively, our Sponsor deposited $ 1,012,000 0.10 2,024,000 After the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date to November 3, 2023, and the Sponsor deposited six Extension Payments, each of $ 72,562.86 0.045 After the adoption of the Second Charter Amendment on October 25, 2023, the Company obtained six more 1-month extensions extending the Termination Date to May 3, 2024, and the Sponsor deposited six Extension Payments, each of $ 60,000 After the adoption of the Fourth Charter Amendment on April 30, 2024, the Company may obtain up to six more 1-month extensions extending the Termination Date to up to November 3, 2024, provided an Extension Payments of $ 51,016.10 51,016.10 our Sponsor deposited $ 51,016.10 If the Company is unable to complete a Business Combination by July 3, 2024 (which can be extended to up to November 3, 2024 if we obtain up to four more 1-month extensions with an Extension Payment of $ 51,016.10 100,000 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Description of Organization and Business Operations (Continued) Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 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,

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
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 1, 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act 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 unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 1,827 no 244,612 no Cash Held in Trust Account As of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in an interest-bearing bank demand deposit account. As of March 31, 2024 and December 31, 2023, the balance in the Trust Account was $ 15,463,523 15,225,623 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During three months ended March 31, 2024 and 2023 the company incurred $ 52,002 0 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 $ 0 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was $ 25,967 0 293,876 444,909 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act 1 1 Treasury Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 930,314 Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC 8,507,492 90,090,439 264,443 2,940,940 1,348,065 1,348,065 214,347 2.48 1,133,391 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2024 and December 31, 2023, the Class A Common Stock reflected on the unaudited condensed balance sheets are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Period Ended March 31, 2024 For the Year Ended December 31, 2023 Contingently redeemable Class A Common Stock – Opening Balance $ 14,426,673 $ 103,730,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 598,922 3,728,052 Payment to redeemed shareholders - (93,031,379 ) Contingently redeemable Class A Common Stock - Ending Balance 15,025,595 14,426,673 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 $ 250,000 250,000 15,213,523 14,975,623 Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At March 31, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as the basic income (loss) per share for the periods presented. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value at March 31, 2024 and 2023. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: Schedule of Basic and Diluted Net Income (Loss) Per share For the three months ended For the three months ended Redeemable Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of expenses and tax $ (59,897 ) (133,417 ) $ (305,693 ) $ (90,702 ) Interest 167,705 - 1,118,706 - Allocation of net (loss) income $ 107,808 $ (133,417 ) $ 813,013 $ (90,702 ) Denominators: Weighted-average shares outstanding 1,348,065 3,002,700 10,120,000 3,002,700 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ 0.08 $ (0.03 ) Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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: Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis Level March 31, 2024 December 31, 2023 Assets: Cash held in trust account 1 $ 15,463,523 $ 15,225,623 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 unaudited condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2024
Public Offering
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering and full exercise of the underwriter’s overallotment option, the Company sold 10,120,000 10.00 11.50

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 472,700 10.00 4,727,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Termination Date, 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 Units will be worthless. The Private Placement Warrants (including the 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 Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Class B Common Stock On September 2, 2021, the Company issued an aggregate of 2,530,000 Founder Shares 25,000 0.009 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) six months 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 share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 5 — Related Party Transactions (Continued) Related Party Loans In order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $ 1,500,000 Sponsor Working Capital Loan 10.00 882,253 512,303 To fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $ 1,012,000 72,562.86 60,000 60,000 180,000 2,759,452 2,579,452 In connection with the previous Business Combination with Newsight, Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4 1 1,000,000 151,516 123,202 Newsight Bridge Financing In connection with our entry into the Newsight Business Combination Agreement, we agreed to provide Newsight with up to $ 1 7.4 1,000,000 10 2,000,000 151,516 123,202 Administrative Support Agreement 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 30,000 30,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [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 dated November 1, 2021 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 6 — Commitments and Contingencies (Continued) Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 1,320,000 1,320,000 10.00 13,200,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,024,000 3.50 3,542,000 Right of First Refusal For a period beginning on the closing of our Initial Public Offering and ending 12 months from the closing of our initial Business Combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for our Initial Public Offering.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Deficit	Note 7 – Stockholders’ Deficit Preferred Shares 1,000,000 0.0001 Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share 472,700 1,348,065 Class B Common Stock — 10,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share 2,530,000 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 stockholders 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 7 – Stockholders’ Deficit (Continued) The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. Pursuant to the Third Charter Amendment, holders of shares of Class B common stock may now convert such shares into shares of Class A Common Stock on a one-for-one basis at any time, 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 Initial 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 Initial 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 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 7 – Stockholders’ Equity (Continued) Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● 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 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 Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Warrants to do so on a “cashless basis,” as described in the Warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the 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 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 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 Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants except that (1) the Private Placement Warrants (including shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the closing of our initial Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders of our Private Placement Warrants are entitled to certain registration rights as described in Note 6.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the unaudited condensed financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements except as follows. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 8 – Subsequent Events (Continued) 2024 Annual Meeting of Stockholders On April 30, 2024, at 9:00 a.m. ET, the Company held a virtual annual meeting of its stockholders (the “ 2024 Annual Meeting the Company’s stockholders approved two additional amendments to the Company’s amended and restated certificate of incorporation. One amendment, the Third Charter Amendment, gives the holders of the Company’s Class B common stock the right to convert such shares into shares of the Company’s Class A common stock on a one-to-one basis at the election of such holders at any time. The other amendment, the Fourth Charter Amendment , 100,000 0.045 In connection with the approval of the Fourth Charter Amendment on April 30, 2024, holders of 214,374 11.57 2.48 1,133,691 51,016.10 In connection with the Fourth Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 3 to Investment Management Trust Agreement dated April 30, 2024 by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the Fourth Charter Amendment. After the adoption of the Fourth Charter Amendment on April 30, 2024, the Company may obtain up to six more 1-month extensions extending the Termination Date to up to November 3, 2024, provided an Extension Payments of $ 51,016.10 51,016.10 Nasdaq Notice of Continued Listing Requirement Deficiency On May 30, 2024,we received a written notice (the “ Notice Nasdaq Rule The Notice states that the Company, pursuant to the listing rules, has 60 calendar days to submit a plan to regain compliance. The Company intends to submit a plan to regain compliance with Listing Rule 5250(c)(1) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until November 18, 2024, to regain compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
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 1, 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. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued)
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act 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 unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 1,827 no 244,612 no
Cash Held in Trust Account	Cash Held in Trust Account As of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in an interest-bearing bank demand deposit account. As of March 31, 2024 and December 31, 2023, the balance in the Trust Account was $ 15,463,523 15,225,623 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued)
Franchise Tax	Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During three months ended March 31, 2024 and 2023 the company incurred $ 52,002 0
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 $ 0 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was $ 25,967 0 293,876 444,909 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act 1 1 Treasury Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 930,314
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC 8,507,492 90,090,439 264,443 2,940,940 1,348,065 1,348,065 214,347 2.48 1,133,391 VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2024 and December 31, 2023, the Class A Common Stock reflected on the unaudited condensed balance sheets are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Period Ended March 31, 2024 For the Year Ended December 31, 2023 Contingently redeemable Class A Common Stock – Opening Balance $ 14,426,673 $ 103,730,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 598,922 3,728,052 Payment to redeemed shareholders - (93,031,379 ) Contingently redeemable Class A Common Stock - Ending Balance 15,025,595 14,426,673
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 $ 250,000 250,000 15,213,523 14,975,623
Net Loss Per Share	Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At March 31, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as the basic income (loss) per share for the periods presented. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value at March 31, 2024 and 2023. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 2 — Summary of Significant Accounting Policies (Continued) The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: Schedule of Basic and Diluted Net Income (Loss) Per share For the three months ended For the three months ended Redeemable Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of expenses and tax $ (59,897 ) (133,417 ) $ (305,693 ) $ (90,702 ) Interest 167,705 - 1,118,706 - Allocation of net (loss) income $ 107,808 $ (133,417 ) $ 813,013 $ (90,702 ) Denominators: Weighted-average shares outstanding 1,348,065 3,002,700 10,120,000 3,002,700 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ 0.08 $ (0.03 )
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 for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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: Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis Level March 31, 2024 December 31, 2023 Assets: Cash held in trust account 1 $ 15,463,523 $ 15,225,623
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 unaudited condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Class A Common Stock Reflected on the Balance Sheet	As of March 31, 2024 and December 31, 2023, the Class A Common Stock reflected on the unaudited condensed balance sheets are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Period Ended March 31, 2024 For the Year Ended December 31, 2023 Contingently redeemable Class A Common Stock – Opening Balance $ 14,426,673 $ 103,730,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 598,922 3,728,052 Payment to redeemed shareholders - (93,031,379 ) Contingently redeemable Class A Common Stock - Ending Balance 15,025,595 14,426,673
Schedule of Basic and Diluted Net Income (Loss) Per share	The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: Schedule of Basic and Diluted Net Income (Loss) Per share For the three months ended For the three months ended Redeemable Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of expenses and tax $ (59,897 ) (133,417 ) $ (305,693 ) $ (90,702 ) Interest 167,705 - 1,118,706 - Allocation of net (loss) income $ 107,808 $ (133,417 ) $ 813,013 $ (90,702 ) Denominators: Weighted-average shares outstanding 1,348,065 3,002,700 10,120,000 3,002,700 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ 0.08 $ (0.03 )
Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis	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: Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis Level March 31, 2024 December 31, 2023 Assets: Cash held in trust account 1 $ 15,463,523 $ 15,225,623

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)												3 Months Ended
	Jul. 03, 2024	May 30, 2024	May 02, 2024	Apr. 30, 2024	Jan. 12, 2024	Oct. 25, 2023	May 15, 2023	May 01, 2023	Feb. 02, 2023	Oct. 28, 2022	Nov. 03, 2021	Mar. 31, 2024	Feb. 02, 2023	Dec. 31, 2023	Aug. 09, 2022	Sep. 02, 2021
Shares price																$ 0.009
Deferred underwriting fee											$ 3,542,000
Transaction costs											7,520,024
Cash underwriting fee											2,024,000
Other offering costs											$ 436,024
Cash												$ 1,827		$ 244,612
Working capital												$ 6,593,083
Percentage of trust account balance												80%
Percentage of oustanding voting securities												50%
Net tangible assets												$ 5,000,001
Amendment termination date description						The Second Charter Amendment allowed the Company to extend the Termination Date from November 3, 2023 by up to six 1-month extensions to May 3, 2024, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until May 3, 2024 unless the closing of the Company’s initial Business Combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.		The First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account the lesser of (x) $100,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the Company’s initial Business Combination had occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.
Diluted per share						$ 11.12		$ 10.61
Shares outstanding						1,348,065		1,612,508
Extension payment						$ 60,000		$ 72,562.86				$ 60,000		$ 60,000
Agreement description												Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses
Subsequent Event [Member]
Diluted per share				$ 11.57
Extension payment				$ 51,016.10
Maximum [Member]
Interest to pay dissolution expenses	$ 100,000							$ 100,000
Mediforum Co. Ltd. [Member]
Merger consideration					$ 250,000,000
[custom:BusinessAcquisitionPercentageOfSharesPayableForConsideration]					100%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares					25,000,000
Shares price per share					$ 10
Mediforum Co. Ltd. [Member] | Subsequent Event [Member]
Merger consideration				$ 100,000
Shares price per share				$ 0.045
Common Class A [Member]
Shares price											$ 11.50
Unit issued price												$ 18
Common stock par value											$ 0.0001	$ 0.0001		$ 0.0001
Shares redeemed						264,443	8,507,492	8,507,492
Shares redeemed value						$ 2,940,940	$ 90,090,439	$ 90,200,000
Common Class A [Member] | Subsequent Event [Member]
Shares redeemed				214,374
Shares redeemed value				$ 2,480,000
Shares outstanding				1,133,691
Sponsor [Member]
Shares price								$ 0.045	$ 0.10	$ 0.10			$ 0.10
Unit issued price															$ 10
Proceeds from offering and private palcement											$ 102,718,000
Deposit to extend period of time						$ 60,000		$ 72,562.86	$ 1,012,000	$ 1,012,000			$ 2,024,000
Sponsor [Member] | Subsequent Event [Member]
Deposit to extend period of time	$ 51,016.10	$ 51,016.10	$ 51,016.10	$ 51,016.10
IPO [Member]
Shares issued											8,800,000
Shares price											$ 10
Proceeds from issuance initial public offering											$ 88,000,000
Offering costs											7,520,024
Deferred underwriting fee											$ 3,542,000
Number of shares issued in private placement											10,120,000
Shares price per share											$ 10
Over-Allotment Option [Member]
Offering costs											$ 264,000
Options granted to purchase units											1,320,000
Unit issued price											$ 10
Proceeds from issuance overallotment units											$ 13,200,000
Proceeds from offering and private palcement											13,200,000
Cash held outside of Trust Account											$ 953,522
Over-Allotment Option [Member] | Maximum [Member]
Options granted to purchase units												1,320,000
Over-Allotment Option [Member] | Sponsor [Member]
Number of shares issued in private placement											46,200
Proceeds from issuance of units											$ 462,000
Private Placement [Member] | Sponsor [Member]
Number of shares issued in private placement											426,500
Shares price per share											$ 10
Proceeds from issuance of units											$ 4,265,000

Schedule of Class A Common Stoc

Schedule of Class A Common Stock Reflected on the Balance Sheet (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Contingently redeemable Class A Common Stock – Opening Balance	$ 14,426,673	$ 103,730,000
Re-measurement of Class A Common Stock Subject to Possible Redemption	598,922	3,728,052
Payment to redeemed shareholders		(93,031,379)
Contingently redeemable Class A Common Stock - Ending Balance	$ 15,025,595	$ 14,426,673

Schedule of Basic and Diluted N

Schedule of Basic and Diluted Net Income (Loss) Per share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Interest	$ 167,705	$ 1,118,706
Redeemable Common Stock [Member]
Allocation of expenses and tax	(59,897)	(305,693)
Interest	167,705	1,118,706
Allocation of net (loss) income	$ 107,808	$ 813,013
Weighted average shares outstanding, Basic	1,348,065	10,120,000
Weighted average shares outstanding, Diluted	1,348,065	10,120,000
Basic net income (loss) per share	$ 0.08	$ 0.08
Diluted net income (loss) per share	$ 0.08	$ 0.08
Non-redeemable Common Stock [Member]
Allocation of expenses and tax	$ (133,417)	$ (90,702)
Interest
Allocation of net (loss) income	$ (133,417)	$ (90,702)
Weighted average shares outstanding, Basic	3,002,700	3,002,700
Weighted average shares outstanding, Diluted	3,002,700	3,002,700
Basic net income (loss) per share	$ (0.04)	$ (0.03)
Diluted net income (loss) per share	$ (0.04)	$ (0.03)

Schedule of Financial Assets ar

Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and marketable securities held in trust account	$ 15,463,523	$ 15,225,623

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)						3 Months Ended
	Apr. 30, 2024	Oct. 25, 2023	May 15, 2023	May 01, 2023	Aug. 16, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Cash						$ 1,827		$ 244,612
Cash equivalents						0		0
Assets held in trust						15,463,523		15,225,623
Franchise tax payable						52,002
Unrecognized tax benefits						0		0
Provision for income taxes						25,967
Income tax payable						293,876		444,909
Excise tax rate					1%
Excise tax liability								930,314
Cash and marketable securities held in trust account						250,000		250,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash and marketable securities held in trust account						$ 15,213,523		$ 14,975,623
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Stock subject to possible redemption	214,347
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Shares redeemed		264,443	8,507,492	8,507,492
Shares redeemed value		$ 2,940,940	$ 90,090,439	$ 90,200,000
Stock subject to possible redemption		264,443				1,348,065		1,348,065
Common Class A [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Shares redeemed	214,374
Shares redeemed value	$ 2,480,000
Stock subject to possible redemption	1,133,391

Public Offering (Details Narrat

Public Offering (Details Narrative) - $ / shares	Nov. 03, 2021	Mar. 31, 2024
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price		$ 0.01
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction	10,120,000
Sale of stock, price per share	$ 10
Warrant exercise price	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Nov. 03, 2021	May 01, 2023	Feb. 02, 2023	Oct. 28, 2022	Sep. 02, 2021
Defined Benefit Plan Disclosure [Line Items]
Unit issued price					$ 0.009
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Unit issued price		$ 0.045	$ 0.10	$ 0.10
Gross proceeds from transaction	$ 102,718,000
Sponsor [Member] | Private Placement And Over Allotment [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued in private placement	472,700
Unit issued price	$ 10
Gross proceeds from transaction	$ 4,727,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)

3 Months Ended

12 Months Ended

Oct. 25, 2023

May 01, 2023

Feb. 02, 2023

Nov. 04, 2022

Oct. 28, 2022

Aug. 30, 2022

Sep. 02, 2021

Mar. 31, 2024

Mar. 31, 2023

Feb. 02, 2023

Dec. 31, 2023

Aug. 09, 2022

Nov. 03, 2021

Related Party Transaction [Line Items]

Shares price

$ 0.009

Agreement description

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses

Extension payment

$ 60,000

$ 72,562.86

$ 60,000

$ 60,000

Aggregate amount of notes

180,000

Loan agreed

1,000,000

Principal loan

1,000,000

Interest accrued

151,516

123,202

General and administrative expense

30,000

$ 30,000

Dr. George Cho Yiu So [Member]

Related Party Transaction [Line Items]

Beneficial ownership percentage

7.40%

Interest percentage

10%

Dr. George Cho Yiu So [Member]

Related Party Transaction [Line Items]

Business combination transaction expense

$ 1,000,000

Proceeds from collection of advance to affiliate

$ 1,000,000

Advance payable to affiliate

$ 2,000,000

Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Additional placement unit price

$ 10

Over-Allotment Option [Member] | Underwriters [Member]

Related Party Transaction [Line Items]

Deposit to extend period of time for Business combination

$ 72,562.86

$ 72,562.86

Unsecured Promissory Note [Member]

Related Party Transaction [Line Items]

Aggregate amount of notes

2,759,452

2,579,452

Sponsor [Member]

Related Party Transaction [Line Items]

Cash and cash equivalents, at carrying value

$ 25,000

Shares price

$ 0.045

$ 0.10

$ 0.10

$ 0.10

Additional placement unit price

$ 10

Working capital loan

882,253

$ 512,303

Deposit to extend period of time for Business combination

$ 60,000

$ 72,562.86

$ 1,012,000

$ 1,012,000

$ 2,024,000

Other general and administrative expense

$ 10,000

Sponsor [Member] | Convertible Notes [Member]

Related Party Transaction [Line Items]

Line of credit

$ 1,500,000

Sponsor [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Issuance of common stock

2,530,000

Agreement description

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) six months 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 share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share 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.

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended
	Nov. 03, 2021	Mar. 31, 2024
Loss Contingencies [Line Items]
Cash underwriting discount percentage		2%
Deferred fee percentage		3.50%
Underwriters [Member]
Loss Contingencies [Line Items]
Deferred underwriting fee		$ 2,024,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Options granted to purchase units	1,320,000
Shares issued in option exercise	1,320,000
Share price	$ 10
Proceeds from offering and private palcement	$ 13,200,000
Over-Allotment Option [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Options granted to purchase units		1,320,000
IPO [Member]
Loss Contingencies [Line Items]
Proceeds from underwriting expense		$ 3,542,000

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Oct. 25, 2023	Nov. 03, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Warrant price per share	$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, voting rights	Holders of the Company’s Class A common stock are entitled to one vote for each share
Common stock, shares, issued	472,700	472,700
Common stock, shares, outstanding	472,700	472,700
Temporary shares	1,348,065	1,348,065	264,443
Share price	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class B common stock are entitled to one vote for each share
Common stock, shares, issued	2,530,000	2,530,000
Common stock, shares, outstanding	2,530,000	2,530,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)											3 Months Ended
	Jul. 03, 2024	May 30, 2024	May 02, 2024	Apr. 30, 2024	Jan. 12, 2024	Oct. 25, 2023	May 15, 2023	May 01, 2023	Feb. 02, 2023	Oct. 28, 2022	Feb. 02, 2023	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Diluted per share						$ 11.12		$ 10.61
Shares outstanding						1,348,065		1,612,508
Extension payment						$ 60,000		$ 72,562.86				$ 60,000	$ 60,000
Sponsor [Member]
Subsequent Event [Line Items]
Deposts into trust account						$ 60,000		$ 72,562.86	$ 1,012,000	$ 1,012,000	$ 2,024,000
Common Class A [Member]
Subsequent Event [Line Items]
Shares redeemed						264,443	8,507,492	8,507,492
Shares redeemed value						$ 2,940,940	$ 90,090,439	$ 90,200,000
Mediforum Co. Ltd. [Member]
Subsequent Event [Line Items]
Merger consideration					$ 250,000,000
Shares price per share					$ 10
Subsequent Event [Member]
Subsequent Event [Line Items]
Diluted per share				$ 11.57
Extension payment				$ 51,016.10
Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Deposts into trust account	$ 51,016.10	$ 51,016.10	$ 51,016.10	$ 51,016.10
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Shares redeemed				214,374
Shares redeemed value				$ 2,480,000
Shares outstanding				1,133,691
Subsequent Event [Member] | Mediforum Co. Ltd. [Member]
Subsequent Event [Line Items]
Merger consideration				$ 100,000
Shares price per share				$ 0.045