FutureTech II Acquisition (FTII) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - $ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41289
Entity Registrant Name	FUTURETECH II ACQUISITION CORP.
Entity Central Index Key	0001889450
Entity Tax Identification Number	87-2551539
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	128 Gail Drive
Entity Address, City or Town	New Rochelle
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10805
City Area Code	(914)
Local Phone Number	316-4805
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
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	FTIIU
Security Exchange Name	NASDAQ
Class A Common stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common stock, $0.0001 par value per share
Trading Symbol	FTII
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	FTIIW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		2,954,510
Entity Listing, Par Value Per Share	$ 0.0001
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000
Entity Listing, Par Value Per Share	$ 0.0001

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 476	$ 17,578
Prepaid expenses	63,000	64,043
Extension fee receivable		125,000
Due from Sponsor	731,912	731,912
Total Current Assets	795,388	938,533
Marketable Securities held in Trust Account	26,660,351	61,839,164
Total Assets	27,455,739	62,777,697
Current Liabilities:
Accounts payable and accrued expenses	414,761	295,138
Excise tax payable	1,005,209	642,389
Franchise tax payable	194,364	94,364
Income tax payable	1,009,833	1,087,603
Accrued offering costs	2,708	2,708
Total Current Liabilities	2,626,875	2,122,202
Deferred underwriting commission	3,450,000	3,450,000
Total Liabilities	6,076,875	5,572,202
COMMITMENTS AND CONTINGENCIES (Note 6)
Stockholders’ deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(3,827,643)	(3,327,054)
Total Stockholders’ Deficit	(3,827,291)	(3,326,702)
Total Liabilities and Stockholders’ Deficit	27,455,739	62,777,697
Common Class A [Member]
Current Liabilities:
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,319,435 and 5,556,350 shares subject to possible redemption issued and outstanding shares at redemption value of $10.87 and $10.90 per share as of June 30, 2024 and December 31, 2023 , respectively	25,206,155	60,532,197
Stockholders’ deficit:
Common stock value	64	64
Common Class B [Member]
Stockholders’ deficit:
Common stock value	$ 288	$ 288

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	100,000,000	100,000,000
Temporary equity, shares issued	2,319,435	5,556,350
Temporary equity, shares oustanding	2,319,435	5,556,350
Temporary equity, redemption per share	$ 10.87	$ 10.90
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	635,075	635,075
Common stock, shares outstanding	635,075	635,075
Common stock representative shares	115,000	115,000
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	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
EXPENSES
Franchise tax	$ 50,000	$ 50,000	$ 100,000	$ 100,000
General and administrative	204,894	260,441	435,828	401,566
TOTAL EXPENSES	284,894	340,441	595,828	561,566
OTHER INCOME
Interest earned on marketable securities held in Trust Account	283,084	1,468,385	819,427	2,756,883
TOTAL OTHER INCOME	283,084	1,468,385	819,427	2,756,883
Pre-tax income (loss)	(1,810)	1,127,944	223,599	2,195,317
Income tax	(42,647)	(291,561)	(138,480)	(551,645)
Net income (loss)	(44,457)	836,383	85,119	1,643,672
Redeemable [Member]
OTHER INCOME
Net income (loss)	$ (130,322)	$ (484,210)	$ (345,539)	$ (852,889)
Weighted average number of shares common stock outstanding, basic	2,319,435	11,500,000	3,119,771	11,500,000
Weighted average number of shares common stock outstanding, diluted	2,319,435	11,500,000		11,500,000
Basic net income (loss) per share of common stock	$ 0.07	$ 0.08	$ 0.15	$ 0.17
Diluted net income (loss) per share of common stock	$ 0.07	$ 0.08	$ 0.15	$ 0.17
Common Class A [Member]
OTHER INCOME
Weighted average number of shares common stock outstanding, diluted			3,119,771
Non Redeemable [Member]
OTHER INCOME
Net income (loss)	$ (197,219)	$ (147,792)	$ (388,769)	$ (260,322)
Weighted average number of shares common stock outstanding, basic	3,510,075	3,510,075	3,510,075	3,510,075
Weighted average number of shares common stock outstanding, diluted	3,510,075	3,510,075	3,510,075	3,510,075
Basic net income (loss) per share of common stock	$ (0.06)	$ (0.04)	$ (0.11)	$ (0.07)
Diluted net income (loss) per share of common stock	$ (0.06)	$ (0.04)	$ (0.11)	$ (0.07)
Related Party [Member]
EXPENSES
Administrative fee - related party	$ 30,000	$ 30,000	$ 60,000	$ 60,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' 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	$ 64	$ 288		$ (3,229,704)	$ (3,229,352)
Balance, shares at Dec. 31, 2022	635,075	2,875,000
Remeasurement adjustment				(2,128,414)	(2,128,414)
Net income				807,289	807,289
Balance at Mar. 31, 2023	$ 64	$ 288		(4,550,829)	(4,550,477)
Balance, shares at Mar. 31, 2023	635,075	2,875,000
Balance at Dec. 31, 2022	$ 64	$ 288		(3,229,704)	(3,229,352)
Balance, shares at Dec. 31, 2022	635,075	2,875,000
Net income					1,643,672
Balance at Jun. 30, 2023	$ 64	$ 288		(4,841,270)	(4,840,918)
Balance, shares at Jun. 30, 2023	635,075	2,875,000
Balance at Mar. 31, 2023	$ 64	$ 288		(4,550,829)	(4,550,477)
Balance, shares at Mar. 31, 2023	635,075	2,875,000
Remeasurement adjustment				(1,126,824)	(1,126,824)
Net income				836,383	836,383
Balance at Jun. 30, 2023	$ 64	$ 288		(4,841,270)	(4,840,918)
Balance, shares at Jun. 30, 2023	635,075	2,875,000
Balance at Dec. 31, 2023	$ 64	$ 288		(3,327,054)	(3,326,702)
Balance, shares at Dec. 31, 2023	635,075	2,875,000
Net income				129,577	129,577
Excise tax payable				(362,820)	(362,820)
Accretion to redemption value				(615,511)	(615,511)
Capital contribution				273,667	273,667
Balance at Mar. 31, 2024	$ 64	$ 288		(3,902,141)	(3,901,789)
Balance, shares at Mar. 31, 2024	635,075	2,875,000
Balance at Dec. 31, 2023	$ 64	$ 288		(3,327,054)	(3,326,702)
Balance, shares at Dec. 31, 2023	635,075	2,875,000
Net income					85,119
Balance at Jun. 30, 2024	$ 64	$ 288		(3,827,643)	(3,827,291)
Balance, shares at Jun. 30, 2024	635,075	2,875,000
Balance at Mar. 31, 2024	$ 64	$ 288		(3,902,141)	(3,901,789)
Balance, shares at Mar. 31, 2024	635,075	2,875,000
Net income				(44,457)	(44,457)
Accretion to redemption value				(340,436)	(340,436)
Capital contribution				459,391	459,391
Balance at Jun. 30, 2024	$ 64	$ 288		$ (3,827,643)	$ (3,827,291)
Balance, shares at Jun. 30, 2024	635,075	2,875,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from Operating Activities:
Net income	$ 85,119	$ 1,643,672
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on marketable securities held in the Trust Account	(819,427)	(2,756,883)
Changes in operating assets and liabilities:
Prepaid expenses	1,043	(41,153)
Franchise tax payable	100,000	(200,000)
Income tax payable	(77,770)	349,645
Other assets		77,654
Accounts payable and accrued expenses	119,625	174,066
Net cash used in operating activities	(591,410)	(752,999)
Cash flows from Investing Activities:
Investment of cash in Trust Account	(500,000)	(2,300,000)
Cash in transit to the trust	125,000
Cash withdrawn from Trust	36,498,240	507,636
Net cash provided by (used in) investing activities	36,123,240	(1,792,364)
Cash flows from Financing Activities:
Capital contribution from Sponsor	733,058
Cash paid for redemptions	(36,281,990)
Advance to Sponsor		(440,100)
Proceeds from issuance of debt – related party		2,771,485
Net cash (used in) provided by financing activities	(35,548,932)	2,331,385
Net change in cash	(17,102)	(213,978)
Cash – Beginning of the period	17,578	262,756
Cash – End of the period	476	48,778
Supplemental disclosure of non-cash financing activities:
Accretion to redemption value	955,947	3,255,238
Excise tax on Class A common stock redemptions	$ 362,820

Description of Organization and

Description of Organization and Business Operations, Going Concern and Basis of Presentation	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Description of Organization and Business Operations, Going Concern and Basis of Presentation	Note 1 - Description of Organization and Business Operations, Going Concern and Basis of Presentation FutureTech II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 19, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through June 30, 2024 relates to organizational activities and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on February 14, 2022. On February 18, 2022, the Company consummated the Initial Public Offering of 11,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 520,075 10.00 5,200,750 Following the closing of the Initial Public Offering on February 18, 2022, an amount of $ 117,300,000 10.00 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,688,352 1,725,000 3,450,000 513,352 Following the closing of the Initial Public Offering, $ 700,000 476 1,831,487 17,578 1,183,669 Note 1 – Description of Organization and Business Operations (Continued) 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 has until August 18, 2024 (or up to November 18, 2024, if extended) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by the end of 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 its taxes (less up to $ 100,000 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $ 10.20 10.20 Note 1 – Description of Organization and Business Operations (Continued) Liquidity and Management’s Plans At June 30, 2024, the Company had cash of $ 476 1,831,487 At December 31, 2023, the Company had cash of $ 17,578 1,183,669 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 18, 2024 (or up to November 18, 2024, if extended) to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date and the Company has not exercised its option to extend the deadline, there will be a mandatory liquidation and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, 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, the Company’s ability to consummate a Business Combination or the operations of a target business with which the Company ultimately consummates a Business Combination may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited condensed financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2024 and its results of operations and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or any future interim period. 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Derivative 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 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 equity treatment in the Company’s unaudited condensed financial statements. 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. As of June 30, 2024 and December 31, 2023, the Company had cash of $ 476 17,578 no Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 Note 2 - Summary of Significant Accounting Policies (Continued) As of June 30, 2024 and December 31, 2023, the Company had $ 26,660,351 61,839,164 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 25,206,155 60,532,197 35,326,042 36,281,990 955,947 As of June 30, 2024 and December 31, 2023, the shares of common stock reflected on the unaudited condensed balance sheets are reconciled in the following table. Schedule Of Common Stock Reflected On Balance Sheet Reconciled Ending Balance as of December 31, 2022 $ 118,466,326 Redemption of Class A common stock (64,238,888 ) Remeasurement of carrying value to redemption value 6,304,759 Ending Balance as of December 31, 2023 60,532,197 Redemption of Class A common stock (36,281,990 ) Remeasurement of carrying value to redemption value 615,511 Ending Balance as of March 31, 2024 24,865,718 Remeasurement of carrying value to redemption value 340,437 Ending Balance as of June 30, 2024 $ 25,206,155 Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ deficit. If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Three Months Ended Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 283,084 $ - $ 1,456,385 $ - Less: Allocation of net income (loss), as adjusted (130,322 ) (197,219 ) (484,210 ) (147,792 ) Total $ 152,762 $ (197,219 ) $ 972,175 $ (147,792 ) Basic and diluted net income (loss) per share of common stock $ 0.07 $ (0.06 ) $ 0.08 $ (0.04 ) Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 819,427 $ - $ 2,756,883 $ - Less: Allocation of net income (loss), as adjusted (345,539 ) (388,769 ) (852,889 ) (260,322 ) Total $ 473,888 $ (388,769 ) $ 1,903,994 $ (260,322 ) Basic and diluted net income (loss) per share of common stock $ 0.15 $ (0.11 ) $ 0.17 $ (0.07 ) Fair Value of Financial Instruments The 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. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 26,660,351 61,839,164 ● 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. Note 2 - Summary of Significant Accounting Policies (Continued) 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 no no In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 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.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2024
Public Offering
Public Offering	Note 3 - Public Offering Pursuant to the Initial Public Offering and full exercise of the underwriters’ overallotment option, the Company sold 11,500,000 10.00 11.50

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2024
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 520,075 10.00 5,200,750 5,200,750 The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The warrants included in the Private Placement Units (the “Private Placement Warrants”) are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the required period, the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Class B Common Stock On October 8, 2021, the Company issued an aggregate of 2,875,000 25,000 0.009 375,000 20 The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note - Related Party On August 19, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. The promissory note was fully drawn as of June 30, 2024 and December 31, 2023, respectively. The Company is not required to repay the promissory note and as such is treated as a capital contribution and included in accumulated deficit on the Company’s unaudited condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Extension Loan - Related Party If the Company anticipates that it may not be able to consummate a Business Combination by the end of the Combination Period, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to six times, each by an additional one month (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, as amended, and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days’ advance notice prior to the applicable deadline, must deposit into the Trust Account the lesser of: (i) $ 125,000 0.04 10.00 125,000 125,000 125,000 125,000 125,000 50,000 50,000 50,000 50,000 50,000 50,000 3,425,028 3,050,028 Due from Sponsor On August 16, 2023, the Company and the Sponsor entered into an agreement to have the Sponsor reimburse all of the Company’s expenses after August 16, 2023 in exchange for 380,000 164,000 731,912 731,912 Administrative Support Agreement Commencing on the date the Units are first listed on Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 30,000 60,000 280,000 220,000 Representative Shares The Company issued to EF Hutton and/or its designees, 115,000 The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. The holders of the majority of these securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was paid a cash underwriting discount of one and a half percent ( 1.50 1,725,000 3.50 3,450,000 115,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending twenty-four (24) months from the closing of a Business Combination, the Company 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.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Shares 1,000,000 0.0001 no 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. 635,075 115,000 2,319,435 5,556,350 Note 7 - Stockholders’ Deficit (Continued) 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. 2,875,000 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. In connection with the Company’s initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders 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 Initial Public Offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the 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 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 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Note 7 - Stockholders’ Deficit (Continued) Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● 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 Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the required period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets that are re-measured and reported at fair value at each reporting period. The following table presents information about the Company’s assets that are measured at fair value at June 30, 2024 and December 31, 2023, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value Description: Level June 30, 2024 December 31, 2023 Assets: Marketable securities held in trust account 1 $ 26,660,351 $ 61,839,164

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited condensed financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2024 and its results of operations and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or any future interim period. 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Derivative	Derivative 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 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 equity treatment in the Company’s unaudited condensed financial statements.
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. As of June 30, 2024 and December 31, 2023, the Company had cash of $ 476 17,578 no
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 Note 2 - Summary of Significant Accounting Policies (Continued) As of June 30, 2024 and December 31, 2023, the Company had $ 26,660,351 61,839,164
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 25,206,155 60,532,197 35,326,042 36,281,990 955,947 As of June 30, 2024 and December 31, 2023, the shares of common stock reflected on the unaudited condensed balance sheets are reconciled in the following table. Schedule Of Common Stock Reflected On Balance Sheet Reconciled Ending Balance as of December 31, 2022 $ 118,466,326 Redemption of Class A common stock (64,238,888 ) Remeasurement of carrying value to redemption value 6,304,759 Ending Balance as of December 31, 2023 60,532,197 Redemption of Class A common stock (36,281,990 ) Remeasurement of carrying value to redemption value 615,511 Ending Balance as of March 31, 2024 24,865,718 Remeasurement of carrying value to redemption value 340,437 Ending Balance as of June 30, 2024 $ 25,206,155
Warrant Instruments	Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ deficit. If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Three Months Ended Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 283,084 $ - $ 1,456,385 $ - Less: Allocation of net income (loss), as adjusted (130,322 ) (197,219 ) (484,210 ) (147,792 ) Total $ 152,762 $ (197,219 ) $ 972,175 $ (147,792 ) Basic and diluted net income (loss) per share of common stock $ 0.07 $ (0.06 ) $ 0.08 $ (0.04 ) Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 819,427 $ - $ 2,756,883 $ - Less: Allocation of net income (loss), as adjusted (345,539 ) (388,769 ) (852,889 ) (260,322 ) Total $ 473,888 $ (388,769 ) $ 1,903,994 $ (260,322 ) Basic and diluted net income (loss) per share of common stock $ 0.15 $ (0.11 ) $ 0.17 $ (0.07 )
Fair Value of Financial Instruments	Fair Value of Financial Instruments The 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. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 26,660,351 61,839,164 ● 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. Note 2 - Summary of Significant Accounting Policies (Continued)
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 no no In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
New Law and Changes	New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1
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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule Of Common Stock Reflected On Balance Sheet Reconciled	As of June 30, 2024 and December 31, 2023, the shares of common stock reflected on the unaudited condensed balance sheets are reconciled in the following table. Schedule Of Common Stock Reflected On Balance Sheet Reconciled Ending Balance as of December 31, 2022 $ 118,466,326 Redemption of Class A common stock (64,238,888 ) Remeasurement of carrying value to redemption value 6,304,759 Ending Balance as of December 31, 2023 60,532,197 Redemption of Class A common stock (36,281,990 ) Remeasurement of carrying value to redemption value 615,511 Ending Balance as of March 31, 2024 24,865,718 Remeasurement of carrying value to redemption value 340,437 Ending Balance as of June 30, 2024 $ 25,206,155
Schedule of Basic and Diluted Net Income (Loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Three Months Ended Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 283,084 $ - $ 1,456,385 $ - Less: Allocation of net income (loss), as adjusted (130,322 ) (197,219 ) (484,210 ) (147,792 ) Total $ 152,762 $ (197,219 ) $ 972,175 $ (147,792 ) Basic and diluted net income (loss) per share of common stock $ 0.07 $ (0.06 ) $ 0.08 $ (0.04 ) Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator $ 819,427 $ - $ 2,756,883 $ - Less: Allocation of net income (loss), as adjusted (345,539 ) (388,769 ) (852,889 ) (260,322 ) Total $ 473,888 $ (388,769 ) $ 1,903,994 $ (260,322 ) Basic and diluted net income (loss) per share of common stock $ 0.15 $ (0.11 ) $ 0.17 $ (0.07 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value	The following table presents information about the Company’s assets that are measured at fair value at June 30, 2024 and December 31, 2023, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value Description: Level June 30, 2024 December 31, 2023 Assets: Marketable securities held in trust account 1 $ 26,660,351 $ 61,839,164

Description of Organization a_2

Description of Organization and Business Operations, Going Concern and Basis of Presentation (Details Narrative) - USD ($)			6 Months Ended
	Feb. 18, 2022	Feb. 16, 2022	Jun. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from issuance of public offering	$ 117,300,000
Shares issued, price per share	$ 10
Deferred underwriting fees			$ 3,450,000	$ 3,450,000
Cash			476	17,578
Working capital deficit			$ 1,831,487	$ 1,183,669
Percentage of assets held in trust required			80%
Percentage of post transaction ownership required			50%
Interest expense			$ 100,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued	11,500,000
Gross proceeds from issuance of public offering	$ 115,000,000
Shares issued, price per share			$ 10.20
Cash held outside of trust account			$ 700,000
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares		520,075
Share price		$ 10
Proceeds from private placement		$ 5,200,750
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Offering cost			5,688,352
Cash underwriting fees			1,725,000
Deferred underwriting fees			3,450,000
Other deferred costs			$ 513,352

Schedule Of Common Stock Reflec

Schedule Of Common Stock Reflected On Balance Sheet Reconciled (Details) - Common Class A [Member] - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Balance	$ 24,865,718	$ 60,532,197	$ 118,466,326
Redemption of Class A common stock		(36,281,990)	(64,238,888)
Remeasurement of carrying value to redemption value	340,437	615,511	6,304,759
Balance	$ 25,206,155	$ 24,865,718	$ 60,532,197

Schedule of Basic and Diluted N

Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Allocation of net income (loss), as adjusted	$ (44,457)	$ 129,577	$ 836,383	$ 807,289	$ 85,119	$ 1,643,672
Redeemable [Member]
Basic net income (loss) per share of common stock numerator	283,084		1,456,385		819,427	2,756,883
Diluted net income (loss) per share of common stock numerator	283,084		1,456,385		819,427	2,756,883
Allocation of net income (loss), as adjusted	$ (130,322)		$ (484,210)		$ (345,539)	$ (852,889)
Total	$ 152,762		$ 972,175		$ 473,888	$ 1,903,994
Basic net income (loss) per share of common stock	$ 0.07		$ 0.08		$ 0.15	$ 0.17
Diluted net income (loss) per share of common stock	$ 0.07		$ 0.08		$ 0.15	$ 0.17
Non Redeemable [Member]
Basic net income (loss) per share of common stock numerator
Diluted net income (loss) per share of common stock numerator
Allocation of net income (loss), as adjusted	$ (197,219)		$ (147,792)		$ (388,769)	$ (260,322)
Total	$ (197,219)		$ (147,792)		$ (388,769)	$ (260,322)
Basic net income (loss) per share of common stock	$ (0.06)		$ (0.04)		$ (0.11)	$ (0.07)
Diluted net income (loss) per share of common stock	$ (0.06)		$ (0.04)		$ (0.11)	$ (0.07)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		6 Months Ended
	Feb. 18, 2022	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Aug. 16, 2022
Subsidiary, Sale of Stock [Line Items]
Cash FDIC insured amount		$ 250,000
Cash		476		$ 17,578
Cash equivalents		0		0
Proceeds from issuance initial public offering	$ 117,300,000
Shares issued price per share	$ 10
Marketable securities held in trust account		26,660,351		61,839,164
Unrecognized tax benefits			$ 0	0
Unrecognized tax benefits, income tax penalties and interest accrued			$ 0	0
Percentage of exercise tax to be imposed					1%
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary Equity, Aggregate Amount of Redemption Requirement		25,206,155		$ 60,532,197
Common stock aggregate amount of redemption requirement		35,326,042
Common stock subject to possible redemption is due to a redemption		36,281,990
Remeasurement adjustments		$ 955,947
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 115,000,000
Shares issued price per share		$ 10.20
Payment of offering cost		$ 513,352
Underwriter discount		$ 1,725,000

Public Offering (Details Narrat

Public Offering (Details Narrative) - $ / shares		6 Months Ended
	Feb. 18, 2022	Jun. 30, 2024
Common Class A [Member]
Warrant exercise price		$ 11.50
IPO [Member]
Stock issued during period for sale	11,500,000
IPO [Member] | Underwriters Over-Allotment Option Exercised [Member]
Stock issued during period for sale		11,500,000
Sale of share price		$ 10

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member] - Sponsor [Member]	Feb. 16, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Private placement initial public offering | shares	520,075
Share price | $ / shares	$ 10
Proceeds from private placement | $	$ 5,200,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Aug. 16, 2023	Oct. 08, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jul. 18, 2024	Jun. 18, 2024	May 18, 2024	Apr. 18, 2024	Mar. 18, 2024	Feb. 18, 2024	Jan. 18, 2024	Dec. 31, 2023	Dec. 18, 2023	Oct. 18, 2023	Sep. 26, 2023	Aug. 18, 2023	Feb. 18, 2022	Aug. 19, 2021
Shares issued price per share																			$ 10
Trust account deposit			$ 26,660,351		$ 26,660,351									$ 61,839,164
Due from Sponsor			731,912		731,912									731,912
Payment to sponser					10,000
Administrative expenses			$ 414,761		$ 414,761									295,138
IPO [Member]
Shares issued price per share			$ 10.20		$ 10.20
Administrative Expenses [Member]
Administrative expenses			$ 280,000		$ 280,000									220,000
Related Party [Member]
Administrative expenses			$ 30,000	$ 30,000	$ 60,000	$ 60,000
Unsecured Promissory Note [Member]
Debt description					The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. The promissory note was fully drawn as of June 30, 2024 and December 31, 2023, respectively. The Company is not required to repay the promissory note and as such is treated as a capital contribution and included in accumulated deficit on the Company’s unaudited condensed balance sheets.
Unsecured Promissory Note [Member] | Maximum [Member]
Principal amount																				$ 300,000
Extension Loan [Member]
Loan price per share			$ 10		$ 10
Trust account deposit			$ 125,000		$ 125,000			$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 125,000		$ 125,000	$ 125,000	$ 125,000	$ 125,000
Public shares redeemed per share			$ 0.04		$ 0.04
Loan outstanding			$ 3,425,028		$ 3,425,028									$ 3,050,028
Extension Loan [Member] | Subsequent Event [Member]
Trust account deposit							$ 50,000
Sponsor [Member]
Number of shares issued	380,000
Affiliate Sponsor [Member]
Loan price per share			$ 10		$ 10
Affiliate Sponsor [Member] | Maximum [Member]
Convertible notes			$ 1,500,000		$ 1,500,000
Founder [Member]
Number of shares issued	164,000
Common Class B [Member] | Sponsor [Member]
Shares issued during period		2,875,000
Stock issued during period, value, new issues		$ 25,000
Shares issued price per share		$ 0.009
Number of option issued for forfeiture		375,000
Percentage of issued and outstanding shares after initial public offering		20%
Sale of stock price per share		$ 12
Common Class A [Member] | EF Hutton and/or its Designees [Member] | IPO [Member]
Shares issued during period					115,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		6 Months Ended
	Feb. 18, 2022	Jun. 30, 2024
Proceeds from initial public offering	$ 117,300,000
IPO [Member]
Proceeds from initial public offering	$ 115,000,000
IPO [Member] | EF Hutton and/or its Designees [Member] | Common Class A [Member]
Shares issued during period		115,000
Underwriters Agreement [Member] | IPO [Member]
Percentage of underwriting discount		1.50%
Proceeds from initial public offering		$ 1,725,000
Underwriters Agreement [Member] | IPO [Member] | Underwritters [Member]
Proceeds from initial public offering		$ 3,450,000
Percent of underwriting deferred fee		3.50%

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative)	6 Months Ended
	Jun. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Ordinary share conversion basis	0.20
Warrant [Member]
Class of Stock [Line Items]
Warrants price per share | $ / shares	$ 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 | $ / shares	$ 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	635,075	635,075
Common stock, shares outstanding	635,075	635,075
Common stock, shares	115,000	115,000
Temporary equity, shares issued	2,319,435	5,556,350
Temporary equity, shares oustanding	2,319,435	5,556,350
Warrants price per share | $ / shares	$ 11.50
Common Class A [Member] | Warrant [Member]
Class of Stock [Line Items]
Warrants price per share | $ / shares	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value | $ / shares	$ 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	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Schedule of Assets Measured at

Schedule of Assets Measured at Fair Value (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	$ 26,660,351	$ 61,839,164
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	$ 26,660,351	$ 61,839,164