Roth CH Acquisition V (NEHC) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41105
Entity Registrant Name	ROTH CH ACQUISITION V CO.
Entity Central Index Key	0001885998
Entity Tax Identification Number	86-1229207
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	888 San Clemente Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	720-5700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 25,960
Entity Common Stock, Shares Outstanding		4,919,297
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Grant Thornton LLP
Auditor Location	Minneapolis, Minnesota
Auditor Firm ID	248
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	ROCL
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ROCLW
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	ROCLU
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 200,059	$ 687,471
Prepaid expenses	62,174	150,250
Cash and marketable securities held in Trust Account	16,978,160	118,377,460
Total Current Assets	17,240,393	119,215,181
Total Assets	17,240,393	119,215,181
Current liabilities
Accrued expenses	1,099,863	224,719
Promissory note – related party	416,841
Excise taxes payable	1,029,003
Income taxes payable	142,500	421,211
Total Current Liabilities	2,688,207	645,930
Common stock subject to possible redemption, $0.0001 par value; 1,582,797 and 11,500,000 shares at $10.71 per share and $10.24 per share redemption value as of December 31, 2023 and 2022, respectively	16,949,887	117,809,374
Stockholders’ (Deficit) Equity
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 and 11,500,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively	334	334
Additional paid-in capital		205,072
Accumulated (deficit) earnings	(2,398,035)	554,471
Total Stockholders’ (Deficit) Equity	(2,397,701)	759,877
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$ 17,240,393	$ 119,215,181

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock subject to possible redemption, outstanding (in shares)	1,582,797	11,500,000
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	3,336,500	3,336,500
Common stock, shares outstanding	3,336,500	3,336,500
Common Stock Subject To Redemption [Member]
Common stock subject to possible redemption, par value (per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding (in shares)	1,582,797	11,500,000
Common stock subject to possible redemption, redemption value (per share)	$ 10.71	$ 10.24

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
General and administrative expenses	$ 1,764,792	$ 541,229
Loss from operations	(1,764,792)	(541,229)
Other income (expense)
Interest earned on marketable securities held in Trust Account	2,967,733	1,684,555
Change in fair value of due to non-redeeming stockholders	(480,000)
Total other income, net	2,487,733	1,684,555
Income before provision for income taxes	722,941	1,143,326
Provision for income taxes	(810,659)	(421,211)
Net (loss) income	$ (87,718)	$ 722,115
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption	6,178,617	11,500,000
Basic and diluted net income per common share, common stock subject to possible redemption	0.17	0.07
Basic and diluted weighted average shares outstanding, non-redeemable common stock	$ 3,336,500	$ 3,336,500
Basic and diluted net loss per share, non-redeemable common stock	$ (0.33)	$ (0.02)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – December 31, 2022 at Dec. 31, 2021	$ 334	$ 1,289,446	$ (167,644)	$ 1,122,136
Beginning Balance, Shares at Dec. 31, 2021	3,336,500
Accretion of common stock to redemption amount		(1,084,374)		(1,084,374)
Net loss			722,115	722,115
Balance – December 31, 2023 at Dec. 31, 2022	$ 334	205,072	554,471	759,877
Ending Balance, Shares at Dec. 31, 2022	3,336,500
Accretion of carrying value to redemption value		(205,072)	(1,835,785)	(2,040,857)
Excise taxes on stock redemption			(1,029,003)	(1,029,003)
Net loss			(87,718)	(87,718)
Balance – December 31, 2023 at Dec. 31, 2023	$ 334		$ (2,398,035)	$ (2,397,701)
Ending Balance, Shares at Dec. 31, 2023	3,336,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (87,718)	$ 722,115
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,967,733)	(1,684,555)
Change in fair value of due to non-redeeming stockholders	480,000
Changes in operating assets and liabilities:
Prepaid expenses	88,076	187,677
Accrued expenses	875,144	110,033
Income taxes payable	(278,711)	421,211
Net cash used in operating activities	(1,890,942)	(243,519)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(45,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	1,511,689	32,095
Cash withdrawn from Trust Account in connection with redemption	102,900,344
Net cash provided by investing activities	104,367,033	32,095
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	466,700
Repayment of promissory note - related party	(49,859)
Payments to non-redeeming stockholders	(480,000)
Redemption of common stock	(102,900,344)
Net cash used in financing activities	(102,963,503)
Net Change in Cash	(487,412)	(211,424)
Cash – Beginning of period	687,471	898,895
Cash – End of period	200,059	687,471
Non-cash financing activities:
Change in value of Class A common stock subject to possible redemption	2,040,857	1,084,374
Excise taxes on stock redemption	1,029,003
Supplemental information
Income taxes paid	$ 1,089,370

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roth CH Acquisition V Co. (the “Company”) was incorporated in Delaware on November 5, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with 1 As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 10.00 4,615,000 Transaction costs amounted to $ 1,625,220 1,150,000 475,220 Following the closing of the Initial Public Offering on December 3, 2021, an amount of $ 116,725,000 10.15 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 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 a Business Combination having an aggregate fair market value of at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 The Company initially would not proceed with a Business Combination if the Company had net tangible assets of at least $ 5,000,001 The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private 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 Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100 The Company will have until December 3, 2024 (unless the Company extends the period of time it has to complete an initial business combination) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On May 17, 2023, the Company held a special meeting of stockholders (the “May Special Meeting”), at which the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Amended and Restated Certificate of Incorporation to give the Company the right to extend the date by which the Company has to consummate a business combination up to six ( 6 1 8,989,488 10.36 93,010,772 27,077,077 On May 3 and 4, 2023, the Company entered into non-redemption agreements with certain stockholders owning, in the aggregate, 2,000,000 0.04 480,000 480,000 no On October 9, 2023, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Company submitted a compliance plan within the specified period. On December 1, 2023, the Company held a special meeting of stockholders (the “December Special Meeting”), at which the Company’s stockholders approved an amendment to its amended and restated certificate of incorporation (the “Charter Amendment”), to, among other things, (i) give the Company the right to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an “Extension”), from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO) provided that an extension amount of the lesser of $ 45,000 0.03 45,000 In connection with the stockholders’ vote at the December Special Meeting, stockholders exercised their right to redeem 927,715 10.66 9,889,573 16,872,840 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, 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. 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 per share value deposited into the Trust Account ($ 10.15 In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $ 10.15 Liquidity and Going Concern As of December 31, 2023, the Company had $ 200,059 2,425,974 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination. On July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $ 750,000 416,841 The Company will need to raise additional capital through loans or additional investments from the Initial Stockholders or its officers, directors or their affiliates. The Initial Stockholders and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company plans to address this uncertainty through working capital loans and through consummation of our initial business combination. There is no assurance that working capital loans will be available to the Company or that our plans to consummate a business combination will be successful; therefore, there is substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s search for a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 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 holder, 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. In connection with the stockholders’ vote at the May Special Meeting, public stockholders exercised their right to redeem 8,989,488 93,010,772 927,715 1,029,003 1

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 did no Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U. S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital to the extent possible, and when additional paid-in capital is reduced to 0 At December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (102,900,344 ) Plus: Accretion of carrying value to redemption value 2,040,857 Common stock subject to possible redemption, December 31, 2023 $ 16,949,887 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 112.13 36.84 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two types of common stock – redeemable common stock and non-redeemable common stock. The Company calculates its earnings per share to allocate net (loss) income pro rata to redeemable and non-redeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the (loss) income of the Company. In order to determine the net (loss) income attributable to both the redeemable and non-redeemable common stock, the Company first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For the purposes of calculating net (loss) income per share, any remeasurement of the accretion to redemption value of the redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares are considered to be dividends paid to the holders of the redeemable common stock. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Schedule of calculation of basic and diluted net income (loss) per common share For the For the Net income (loss) $ (87,718 ) $ 722,115 Accretion of redeemable common stock to redemption amount (2,040,857 ) (1,084,374 ) Excise taxes on stock redemption (1,029,003 ) - Net loss including accretion of temporary equity to redemption value $ (3,157,578 ) $ (362,259 ) For the For the Redeemable common stock Non- stock Redeemable stock Non- stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, including accretion of temporary equity to redemption value $ (2,050,365 ) $ (1,107,213 ) $ (280,793 ) $ (81,466 ) Accretion of common stock to redemption value 2,040,857 - - - Excise taxes on stock redemption 1,029,003 - 1,084,374 - Net income (loss) $ 1,019,495 $ (1,107,213 ) $ 803,581 $ (81,466 ) Denominator: Basic and diluted weighted average shares outstanding 6,178,617 3,336,500 11,500,000 3,336,500 Basic and diluted net income (loss) per common share $ 0.17 $ (0.33 ) $ 0.07 $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Warrant Classification The Company accounts for warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On December 3, 2021, pursuant to the Initial Public Offering, the Company sold 11,500,000 1,500,000 10.00 1 1 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, certain of the Initial Stockholders purchased from the Company an aggregate of 461,500 10.00 4,615,000 1 1 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, certain of the Initial Stockholders purchased an aggregate of 4,312,500 25,000 1,547,802 959.14 1,437,500 110,302 959.14 2,875,000 56,932 495.05 The sale of the Founder Shares to certain of the Company’s Initial Stockholders and independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 167,234 788,900 4.72 no The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50 6 12.50 20 30 50 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. On July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $ 750,000 416,841 0 Underwriting Agreement and Business Combination Marketing Agreement The Company entered into an underwriting agreement and a business combination marketing agreement with Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), the underwriters in the Initial Public Offering. The underwriters are related parties of the Company.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on November 30, 2021, the holders of the Founder Shares, as well as the holders of the Private Units (and underlying securities), are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. They can elect to exercise these registration rights (i) at any time commencing three months prior to the date of release from escrow with respect to the Founder Shares or (ii) at any time after the Company consummates a Business Combination with respect to the Private Units (and the underlying securities). In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, they may not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of the Initial Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities. Underwriting Agreement The underwriters received an underwriting discount of 1.0 1,150,000 Business Combination Marketing Agreement Pursuant to a business combination marketing agreement entered into on November 30, 2021, the Company engaged Roth and Craig-Hallum, the underwriters in the Initial Public Offering, as advisors in connection with its Business Combination to assist in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, hold meetings with the stockholders to discuss the Business Combination and the target’s attributes, introduce the Company to potential investors to purchase its securities in connection with the Business Combination, and assist with financial analysis, presentations, press releases and filings related to the Business Combination. Roth and Craig-Hallum were initially to receive a fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 4.5 5,175,000 575,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Common Stock 50,000,000 0.0001 8,989,488 927,715 3,336,500 1,582,797 11,500,000 Warrants 5,750,000 230,750 The Company will not issue fractional warrants. The Public Warrants will become exercisable 30 120 5 The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable; ● upon not less than 30 ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 20 30 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public 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 on 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 shares of common stock at a price below their respective exercise prices. 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 the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 115 18.00 180 Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2023 and 2022. The Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: Schedule of company's net deferred tax asset December 31, December 31, Deferred tax assets Net operating loss carryforward $ - $ - Startup/Organizational expenses 756,241 147,861 Total deferred tax assets 756,241 147,861 Valuation allowance (756,241 ) (147,861) Deferred tax assets, net of valuation allowance $ - $ - The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: Components of income tax provision Year Ended Year Ended Federal Current $ 810,659 $ 421,211 Deferred (456,612 ) (75,979 ) State and Local Current - - Deferred (151,769 ) (36,886 ) Change in valuation allowance 603,381 112,865 Income tax provision $ 810,659 $ 421,211 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $ 603,381 112,865 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: Reconciliation of the federal income tax rate to the Company's effective tax rate Year Ended Year Ended Statutory federal income tax rate 21 % 21 % State taxes, net of federal tax benefit 6.98 % 6.98 % Valuation allowance 84.15 % 8.85 % Income tax provision 112.13 % 36.84 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9.  FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023 and 2022, assets held in the Trust Account were comprised of $ 16,978,160 118,377,460 1,511,689 102,900,344 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level 1 instruments include investments in money market funds. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Schedule of company's assets that are measured at fair value on a recurring basis Description Level December 31, December 31, Assets: U.S. Mutual Funds Held in Trust Account 1 $ 16,978,160 $ 118,377,460

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10.  SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 3, 2024, the Company, entered into a Business Combination Agreement and Plan of Reorganization (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (“NEH”). Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Nevada Revised Statutes and the Delaware General Corporation Law, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the closing of the transaction, subject to approval by the Company’s stockholders and other customary closing conditions, the combined company with be named “New Era Helium Corp.” and is expected to list on The Nasdaq Stock Market. Merger Agreement As previously reported, on January 3, 2024, the Company (“ROCL” or “Acquiror”), entered into a Business Combination Agreement and Plan of Reorganization (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Acquiror, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (“NEH” or the “Company”). The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by Acquiror’s Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise herein, capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement. The Merger Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Nevada Revised Statutes and the Delaware General Corporation Law, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Acquiror (the “Merger”). Upon the closing of the Transactions, subject to approval by ROCL’s stockholders and other customary closing conditions, the combined company with be named “New Era Helium Corp.” and is expected to list on The Nasdaq Stock Market. Consideration Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, the holders of shares of Company Common Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock) will receive an aggregate of 9.0 million shares of Acquiror’s common stock, which number will be subject to adjustment based upon the Net Debt (as defined in the Merger Agreement) (which shares do not include the Earnout Shares (as defined below)) (the “Company Merger Shares”). For purposes of the Company Merger Shares, such amount assumes $ 37,300,000 of Net Debt. For every dollar of Net Debt lower than $ 37,300,000 at Closing, the Company Merger Shares will be increased by 1/10 of one share and for every dollar of Net Debt higher than $ 37,300,000 at Closing, the Company Merger Shares will be decreased by 1/10 of one share. The Merger Agreement also provides, among other things, that the holders of shares of Company Common Stock immediately prior to the Effective Time have the contingent right to receive up to an aggregate of 1.0 (i) 500,000 25.268 (ii) 500,000 Earnout Shares, if, at any time during the period between the Closing Date and 180 days after the filing of the Form 10-K for the fiscal year ended December 31, 2025, the average of the reported sales prices on Nasdaq (or the exchange on which Acquiror’s common stock is then listed) for any twenty (20) Trading Days during any thirty (30) consecutive Trading Days is greater than or equal to $12.50. Conditions to Consummation of the Transactions Consummation of the transactions contemplated by the Merger Agreement is subject to conditions of the respective parties that are customary for a transaction of this type, including, among others: (a) obtaining Acquiror stockholders’ approval of the Roth Proposals; (b) obtaining the Company Stockholder Approval; (c) there being no laws or injunctions by governmental authorities or other legal restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) the required filings under the HSR Act having been completed and the waiting period applicable to the Merger under the HSR Act having expired or terminated; (e) Acquiror’s common stock being listed on Nasdaq, or another national securities exchange mutually agreed to by the parties; (f) the Form S-4 having become effective and no stop order suspending the effectiveness of the Form S-4 having been issued by the SEC; and (g) Acquiror (including, following the Effective Time, the Company) having equal to or in excess of $ 5,000,000 Acquiror has separate conditions to closing, including, among others, that (a) no material adverse effect having occurred with respect to the Company, (b) the Company having raised at least $ 45,000,000 Termination The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Merger, including: (a) by mutual written consent of Acquiror and the Company; (b) by either party if the Closing has not occurred prior to the date that is 180 days after the date of the Merger Agreement; (c) there is a final non-appealable order issued by a governmental authority preventing or making illegal the consummation of the transactions contemplated by the Merger Agreement; (d) by either Acquiror or the Company if any of the Roth Proposals fails to be approved at the Roth Stockholders’ Meeting; (e) by Acquiror if the Company fails to obtain Company Stockholder Approval within five (5) Business Days following the date in which the SEC declares the Form S-4 effective; (f) by Acquiror if the Company has not delivered: (i) its Audited Financial Statements for the year ended December 31, 2022 and December 31, 2021 by January 8, 2024, (ii) its Interim Financials by February 1, 2024, and (iii) the Audited Financial Statements for the year ended December 31, 2023 within 90 days after the date of the Merger Agreement; and (g) by either party if the other party’s representations or warranties are not true and correct or if the other party breached any of its covenants set forth in the Merger Agreement such that the conditions to Closing would not be satisfied and such breach cannot or has not been cured within the earlier of thirty (30) days’ notice by the other party. If the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including liability arising out of willful material breach of the Merger Agreement. Insider Support Agreement Contemporaneously with the execution of the Merger Agreement, Acquiror entered into an insider support agreement (the “ Insider Support Agreement Sponsor Parties Company Support Agreement Contemporaneously with the execution of the Merger Agreement, Acquiror entered into a stockholder support agreement (the “ Company Support Agreement Company Supporting Shareholders Termination of Business Combination Marketing Agreement On January 2, 2024, the Company entered into a letter agreement with Roth and Craig-Hallum to terminate the business combination marketing agreement. In exchange for termination of the business combination marketing agreement, the Company and Roth and Craig-Hallum mutually agreed to issue to Roth and Craig-Hallum 575,000 Trust Extension Payments On January 17, 2024, February 7, 2024 and March 11, 2024, the Company paid an aggregate of $ 135,000 Promissory Note On March 27, 2024, Roth CH Acquisition V Co., a Delaware corporation (the “Company”), issued an unsecured promissory note in the aggregate principal amount of up to $ 600,000 600,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 did no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U. S. Treasury securities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital to the extent possible, and when additional paid-in capital is reduced to 0 At December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (102,900,344 ) Plus: Accretion of carrying value to redemption value 2,040,857 Common stock subject to possible redemption, December 31, 2023 $ 16,949,887
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 112.13 36.84 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income per Common Share	Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two types of common stock – redeemable common stock and non-redeemable common stock. The Company calculates its earnings per share to allocate net (loss) income pro rata to redeemable and non-redeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the (loss) income of the Company. In order to determine the net (loss) income attributable to both the redeemable and non-redeemable common stock, the Company first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For the purposes of calculating net (loss) income per share, any remeasurement of the accretion to redemption value of the redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares are considered to be dividends paid to the holders of the redeemable common stock. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Schedule of calculation of basic and diluted net income (loss) per common share For the For the Net income (loss) $ (87,718 ) $ 722,115 Accretion of redeemable common stock to redemption amount (2,040,857 ) (1,084,374 ) Excise taxes on stock redemption (1,029,003 ) - Net loss including accretion of temporary equity to redemption value $ (3,157,578 ) $ (362,259 ) For the For the Redeemable common stock Non- stock Redeemable stock Non- stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, including accretion of temporary equity to redemption value $ (2,050,365 ) $ (1,107,213 ) $ (280,793 ) $ (81,466 ) Accretion of common stock to redemption value 2,040,857 - - - Excise taxes on stock redemption 1,029,003 - 1,084,374 - Net income (loss) $ 1,019,495 $ (1,107,213 ) $ 803,581 $ (81,466 ) Denominator: Basic and diluted weighted average shares outstanding 6,178,617 3,336,500 11,500,000 3,336,500 Basic and diluted net income (loss) per common share $ 0.17 $ (0.33 ) $ 0.07 $ (0.02 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Warrant Classification	Warrant Classification The Company accounts for warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets	Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (102,900,344 ) Plus: Accretion of carrying value to redemption value 2,040,857 Common stock subject to possible redemption, December 31, 2023 $ 16,949,887
Schedule of calculation of basic and diluted net income (loss) per common share	Schedule of calculation of basic and diluted net income (loss) per common share For the For the Net income (loss) $ (87,718 ) $ 722,115 Accretion of redeemable common stock to redemption amount (2,040,857 ) (1,084,374 ) Excise taxes on stock redemption (1,029,003 ) - Net loss including accretion of temporary equity to redemption value $ (3,157,578 ) $ (362,259 ) For the For the Redeemable common stock Non- stock Redeemable stock Non- stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, including accretion of temporary equity to redemption value $ (2,050,365 ) $ (1,107,213 ) $ (280,793 ) $ (81,466 ) Accretion of common stock to redemption value 2,040,857 - - - Excise taxes on stock redemption 1,029,003 - 1,084,374 - Net income (loss) $ 1,019,495 $ (1,107,213 ) $ 803,581 $ (81,466 ) Denominator: Basic and diluted weighted average shares outstanding 6,178,617 3,336,500 11,500,000 3,336,500 Basic and diluted net income (loss) per common share $ 0.17 $ (0.33 ) $ 0.07 $ (0.02 )

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of company's net deferred tax asset	Schedule of company's net deferred tax asset December 31, December 31, Deferred tax assets Net operating loss carryforward $ - $ - Startup/Organizational expenses 756,241 147,861 Total deferred tax assets 756,241 147,861 Valuation allowance (756,241 ) (147,861) Deferred tax assets, net of valuation allowance $ - $ -
Components of income tax provision	Components of income tax provision Year Ended Year Ended Federal Current $ 810,659 $ 421,211 Deferred (456,612 ) (75,979 ) State and Local Current - - Deferred (151,769 ) (36,886 ) Change in valuation allowance 603,381 112,865 Income tax provision $ 810,659 $ 421,211
Reconciliation of the federal income tax rate to the Company's effective tax rate	Reconciliation of the federal income tax rate to the Company's effective tax rate Year Ended Year Ended Statutory federal income tax rate 21 % 21 % State taxes, net of federal tax benefit 6.98 % 6.98 % Valuation allowance 84.15 % 8.85 % Income tax provision 112.13 % 36.84 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of company's assets that are measured at fair value on a recurring basis	Schedule of company's assets that are measured at fair value on a recurring basis Description Level December 31, December 31, Assets: U.S. Mutual Funds Held in Trust Account 1 $ 16,978,160 $ 118,377,460

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)				12 Months Ended
	Dec. 11, 2023 USD ($)	May 17, 2023 Integer	Dec. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) Integer $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 08, 2023 USD ($)	Dec. 01, 2023 shares	Nov. 06, 2023 USD ($)	Jul. 26, 2023 USD ($)	Jun. 02, 2023 USD ($)	May 31, 2023 shares	May 03, 2023 $ / shares shares	Dec. 31, 2022 USD ($) shares	Aug. 16, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of businesses minimum | Integer				1
Proceeds from issuance initial public offering					$ 115,000,000
Sale of private placement units (in shares) | shares				5,980,750
Transaction costs				$ 1,625,220
Underwriting fees				1,150,000
Other offering costs				$ 475,220
Assets held in the Trust Account (in percentage)				0.80
Condition for future business combination threshold ownership (in percentage)				50
Minimum of net tangible assets				$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Number of shares exercised to redeem | shares				8,989,488
Aggregate price | $ / shares				$ 10.36
Value shares exercised to redeem				$ 93,010,772
Balance in trust account				$ 16,978,160						$ 27,077,077			$ 118,377,460
Common Stock, Shares, Outstanding | shares				3,336,500									3,336,500
Due to non-redeeming shareholders				$ 480,000									$ 0
Extension amount	$ 45,000
Public per shares | $ / shares				$ 0.03
Exercised right to redeem | shares				927,715			927,715				8,989,488
Redemption price | $ / shares				$ 10.66
Redemption amount				$ 9,889,573
Trust account						$ 16,872,840
Operating bank account				200,059									$ 687,471
Working capital				2,425,974
Proceeds from promissory note - related party				416,841
Excise tax														1%
Estimated potential excise tax liability				$ 1,029,003
Percentage of estimated potential excise tax liabiliy on shares redeemed				100%
Unsecured Promissory Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount									$ 750,000
Extension Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of times up to which the business combination is consummated | Integer		6
Period of extension amendment allowed		1 month
Non-Redemption Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Outstanding | shares												2,000,000
Price Per Share Agreed To Non-Redeeming Shareholders By Initial Stockholders | $ / shares												$ 0.04
Payments To Non-Redeemable Stockholders, In Relation To Extension Of Combination								$ 480,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units sold | shares			11,500,000
purchase price, per Unit | $ / shares			$ 10.15
Proceeds from issuance initial public offering			$ 115,000,000
Net proceeds of the sale of the Units			$ 116,725,000
Extension amount				$ 45,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units sold | shares			1,500,000
purchase price, per Unit | $ / shares			$ 10
Private Placement [Member] | Private Units [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement units (in shares) | shares			461,500
Price of per Unit | $ / shares			$ 10
Gross proceeds			$ 4,615,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds			$ 115,000,000
Common stock issuance costs			(1,625,220)
Accretion of carrying value to redemption value	$ 2,040,857	$ 1,084,374	3,350,220
Common stock subject to possible redemption, beginning	117,809,374	116,725,000
Shares Redeemed	(102,900,344)
Common stock subject to possible redemption, ending	$ 16,949,887	$ 117,809,374	$ 116,725,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net income (loss)	$ (87,718)	$ 722,115
Accretion of redeemable common stock to redemption amount	(2,040,857)	(1,084,374)
Excise taxes on stock redemption	(1,029,003)
Allocation of net loss, including accretion of temporary equity to redemption value	(3,157,578)	(362,259)
Accretion of common stock to redemption value	2,040,857	1,084,374	$ 3,350,220
Redeemable Common Stock [Member]
Net income (loss)	1,019,495	803,581
Excise taxes on stock redemption	1,029,003	1,084,374
Allocation of net loss, including accretion of temporary equity to redemption value	(2,050,365)	(280,793)
Accretion of common stock to redemption value	$ 2,040,857
Basic and diluted weighted average shares outstanding	6,178,617	11,500,000
Basic and diluted net income (loss) per common share	$ 0.17	$ 0.07
Non Redeemable Common Stock [Member]
Net income (loss)	$ (1,107,213)	$ (81,466)
Excise taxes on stock redemption
Allocation of net loss, including accretion of temporary equity to redemption value	(1,107,213)	(81,466)
Accretion of common stock to redemption value
Basic and diluted weighted average shares outstanding	3,336,500	3,336,500
Basic and diluted net income (loss) per common share	$ (0.33)	$ (0.02)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash equivalents	$ 0	$ 0
Additional paid-in capital		$ 205,072
Effective tax rate	112.13%	36.84%
Statutory tax rate (as a percent)	21%	21%
Unrecognized Tax Benefits	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0
Number of warrants to purchase shares issued	5,980,750
Additional Paid-in Capital [Member]
Additional paid-in capital	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative)	Dec. 03, 2021 $ / shares shares
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,500,000
Purchase price, per Unit | $ / shares	$ 10.15
Number of shares in a unit	1
Exercise price of warrants | $ / shares	$ 11.50
IPO [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000
Purchase price, per Unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)	Dec. 03, 2021	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued		5,980,750
Private Units [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	461,500
Price of warrants	$ 10
Aggregate purchase price	$ 4,615,000
Number of shares per unit	1
Private Warrants [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)		1 Months Ended		12 Months Ended
	Nov. 22, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2023 USD ($) Integer $ / shares	Jul. 26, 2023 USD ($)	Dec. 31, 2022 USD ($)
Unsecured Promissory Notes [Member]
Related Party Transaction [Line Items]
Aggregate amount					$ 750,000
Maximum [Member] | Unsecured Promissory Notes [Member]
Related Party Transaction [Line Items]
Aggregate amount					$ 750,000
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued | shares		110,302	4,312,500
Aggregate purchase price		$ 959.14	$ 25,000
Number of shares bought back | shares		1,547,802
Value of shares bought back		$ 959.14
Number of shares cancelled | shares		1,437,500
Aggregate number of shares owned | shares		2,875,000
Percentage of transfer of founder shares with certain exceptions				50%
Restrictions on transfer period of time after business combination completion				6 months
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) | $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Integer				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Integer				30
Percentage of transfer of remaining founder shares with certain exceptions				50%
Founder Shares [Member] | CR Financial Holdings, Inc [Member]
Related Party Transaction [Line Items]
Number of shares issued | shares	56,932
Aggregate purchase price	$ 495.05
Founder Shares [Member] | Initial Stockholders and Independent Directors [Member]
Related Party Transaction [Line Items]
Number of shares issued | shares	167,234
Fair value upon the grant date	$ 788,900
Fair value upon the grant date (per share) | $ / shares	$ 4.72
Stock-based compensation expense recognized				$ 0
Working Capital Loans With Related Party [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Working capital loan outstanding				$ 416,841		$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 02, 2024	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Fee payable on aggregate gross proceeds (as percentage)	4.50%
Aggregated gross proceeds amount of advisory fee payable	$ 5,175,000
Common stock, shares issued	3,336,500		3,336,500
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued		575,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriting discount (in percentage)	1%
Underwriting discount	$ 1,150,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)	12 Months Ended
	Dec. 31, 2023 Integer $ / shares shares	Dec. 01, 2023 shares	May 31, 2023 shares	Dec. 31, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Common stock, shares authorized	50,000,000			50,000,000
Common stock, par value (per share) | $ / shares	$ 0.0001			$ 0.0001
Exercised right to redeem	927,715	927,715	8,989,488
Common stock, shares issued	3,336,500			3,336,500
Common stock, shares outstanding	3,336,500			3,336,500
Common stock subject to possible redemption, outstanding (in shares)	1,582,797			11,500,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	5,750,000			5,750,000
Warrants exercisable term from the completion of business combination	30 days
Number of days of which warrants will not be effective from the date of business combination	120 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant Redemption Condition Minimum Share Price | $ / shares	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | Integer	30
Redemption period	30 days
Share price trigger used to measure dilution of warrant | $ / shares	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60%
Trading period after business combination used to measure dilution of warrant | Integer	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment of redemption price of stock based on newly issued price 2 (as a percent)	180%
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	230,750			230,750

INCOME TAX - Schedule of compan

INCOME TAX - Schedule of company's net deferred tax asset (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforward
Startup/Organizational expenses	756,241	147,861
Total deferred tax assets	756,241	147,861
Valuation allowance	(756,241)	(147,861)
Deferred tax assets, net of valuation allowance

INCOME TAX - Components of inco

INCOME TAX - Components of income tax provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current	$ 810,659	$ 421,211
Deferred	(456,612)	(75,979)
Current
Deferred	(151,769)	(36,886)
Change in valuation allowance	603,381	112,865
Income tax provision	$ 810,659	$ 421,211

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	6.98%	6.98%
Valuation allowance	84.15%	8.85%
Income tax provision	112.13%	36.84%

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Valuation allowance, deferred tax asset, increase (Decrease), amount	$ 603,381	$ 112,865

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | U.S. Mutual Funds Held in Trust Account [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 16,978,160	$ 118,377,460

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Interest earned on the Trust Account	$ 1,511,689
Amount withdrawn for redemption of shares	102,900,344
US Mutual Funds [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
U.S. Mutual Funds Held in Trust Account	$ 16,978,160	$ 118,377,460

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	24 Months Ended
	Dec. 31, 2025	Mar. 27, 2024	Mar. 11, 2024	Feb. 07, 2024	Jan. 17, 2024	Jan. 03, 2024	Jan. 02, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Cash and Cash Equivalents, at Carrying Value								$ 200,059	$ 687,471
Common stock, shares issued								3,336,500	3,336,500
Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate shares						9,000,000
Aggregate of additional shares						1,000,000
Earnout shares	500,000
Earnings before interest taxes depreciation and amortization	$ 25,268,000
Cash and Cash Equivalents, at Carrying Value						$ 5,000,000
Common stock, shares issued							575,000
Aggregate amount		$ 600,000	$ 135,000	$ 135,000	$ 135,000
Principal amount		$ 600,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
New plant construction						45,000,000
Subsequent Event [Member] | Net Debt [Member]
Subsequent Event [Line Items]
Debt, Current						37,300,000
Subsequent Event [Member] | Net Debt Lower [Member]
Subsequent Event [Line Items]
Debt, Current						37,300,000
Subsequent Event [Member] | Net Debt Higher [Member]
Subsequent Event [Line Items]
Debt, Current						$ 37,300,000