Global Blockchain Acquisition (GBBK) 10-Q 19 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 19, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	GLOBAL BLOCKCHAIN ACQUISITION CORP.
Entity Central Index Key	0001894951
Entity File Number	001-41381
Entity Tax Identification Number	87-2045077
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	6555 Sanger Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32827
Entity Phone Fax Numbers [Line Items]
City Area Code	(407)
Local Phone Number	720-9250
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,508,353
Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GBBK
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	GBBKW
Security Exchange Name	NASDAQ
Rights, each entitling the holder to receive one-tenth of one share of common stock
Entity Listings [Line Items]
Title of 12(b) Security	Rights, each entitling the holder to receive one-tenth of one share of common stock
Trading Symbol	GBBKR
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 366,034	$ 305,812
Prepaid expenses	45,500	136,433
Total Current Assets	445,634	476,345
Cash and marketable securities held in Trust Account	8,199,667	26,295,331
TOTAL ASSETS	8,645,301	26,771,676
Current liabilities
Accrued offering costs and expenses	265,477	308,261
Income taxes payable	99,216	339,031
Excise tax liability	1,737,146	1,551,962
Total Liabilities	2,811,839	2,199,254
Commitments and contingencies (Note 6)
Common stock subject to possible redemption, $0.0001 par value; 745,853 and 2,429,380 shares at redemption value of $11.00 and $10.76 as of June 30, 2024 and December 31, 2023, respectively	8,106,174	26,142,381
Stockholders’ Deficit
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 4,762,500 shares issued and outstanding, excluding 745,853 and 2,429,380 shares subject to possible redemption, as of June 30, 2024 and December 31, 2023	476	476
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding as of June 30, 2024 and December 31, 2023
Additional paid-in capital
Accumulated deficit	(2,273,188)	(1,570,435)
Total Stockholders’ Deficit	(2,272,712)	(1,569,959)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	8,645,301	26,771,676
Related Party
Current assets
Due from related party	34,100	34,100
Current liabilities
Advance from related party	$ 710,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	745,853	2,429,380
Common stock subject to possible redemption, value per shares (in Dollars per share)	$ 11	$ 10.76
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,762,500	4,762,500
Common stock, shares outstanding	4,762,500	4,762,500
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock shares issued
Preferred stock shares outstanding

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
General and administrative costs	$ 197,996	$ 224,797	$ 481,494	$ 523,703
Loss from operations	(197,996)	(224,797)	(481,494)	(523,703)
Other income:
Interest earned on cash and marketable securities held in Trust Account	215,673	2,109,817	556,329	4,008,363
Total other income	215,673	2,109,817	556,329	4,008,363
Income before provision for income taxes	17,677	1,885,020	74,835	3,484,660
Provision for income taxes	(46,677)	(432,561)	(110,235)	(820,756)
Net (loss) income	$ (29,000)	$ 1,452,459	$ (35,400)	$ 2,663,904
Redeemable shares
Other income:
Weighted average shares outstanding (in Shares)	1,559,866	17,250,000	1,992,221	17,250,000
Basic net (loss) income per common stock (in Dollars per share)	$ 0	$ 0.07	$ (0.01)	$ 0.12
Non-Redeemable shares
Other income:
Weighted average shares outstanding (in Shares)	4,762,500	4,762,500	4,762,500	4,762,500
Basic net (loss) income per common stock (in Dollars per share)	$ 0	$ 0.07	$ (0.01)	$ 0.12

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable shares
Diluted net (loss) income per common stock	$ 0	$ 0.07	$ (0.01)	$ 0.12
Non-Redeemable shares
Diluted net (loss) income per common stock	$ 0	$ 0.07	$ (0.01)	$ 0.12

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity - USD ($)	Common Stock	Additional Paid in Capital	(Accumulated Deficit) Retained Earnings	Total
Balance at Dec. 31, 2022	$ 476	$ 10,482	$ 1,224,617	$ 1,235,575
Balance (in Shares) at Dec. 31, 2022	4,762,500
Accretion of common stock subject to possible redemption		(10,482)	(1,449,869)	(1,460,351)
Net income (loss)			1,211,445	1,211,445
Balance at Mar. 31, 2023	$ 476		986,193	986,669
Balance (in Shares) at Mar. 31, 2023	4,762,500
Balance at Dec. 31, 2022	$ 476	10,482	1,224,617	1,235,575
Balance (in Shares) at Dec. 31, 2022	4,762,500
Net income (loss)				2,663,904
Balance at Jun. 30, 2023	$ 476		811,396	811,872
Balance (in Shares) at Jun. 30, 2023	4,762,500
Balance at Mar. 31, 2023	$ 476		986,193	986,669
Balance (in Shares) at Mar. 31, 2023	4,762,500
Accretion of common stock subject to possible redemption			(1,627,256)	(1,627,256)
Net income (loss)			1,452,459	1,452,459
Balance at Jun. 30, 2023	$ 476		811,396	811,872
Balance (in Shares) at Jun. 30, 2023	4,762,500
Balance at Dec. 31, 2023	$ 476		(1,570,435)	(1,569,959)
Balance (in Shares) at Dec. 31, 2023	4,762,500
Accretion of common stock subject to possible redemption			(326,524)	(326,524)
Net income (loss)			(6,400)	(6,400)
Balance at Mar. 31, 2024	$ 476		(1,903,359)	(1,902,883)
Balance (in Shares) at Mar. 31, 2024	4,762,500
Balance at Dec. 31, 2023	$ 476		(1,570,435)	(1,569,959)
Balance (in Shares) at Dec. 31, 2023	4,762,500
Net income (loss)				(35,400)
Balance at Jun. 30, 2024	$ 476		(2,273,188)	(2,272,712)
Balance (in Shares) at Jun. 30, 2024	4,762,500
Balance at Mar. 31, 2024	$ 476		(1,903,359)	(1,902,883)
Balance (in Shares) at Mar. 31, 2024	4,762,500
Accretion of common stock subject to possible redemption			(155,645)	(155,645)
Excise tax related to redemptions			(185,184)	(185,184)
Net income (loss)			(29,000)	(29,000)
Balance at Jun. 30, 2024	$ 476		$ (2,273,188)	$ (2,272,712)
Balance (in Shares) at Jun. 30, 2024	4,762,500

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (35,400)	$ 2,663,904
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(556,329)	(4,008,363)
Changes in operating assets and liabilities:
Prepaid expenses	90,933	168,628
Accrued offering costs and expenses	(42,784)	(47,320)
Due from related party		(10,160)
Income taxes payable	(239,815)	191,756
Net cash used in operating activities	(783,395)	(1,041,555)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(170,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	303,617	1,284,000
Cash withdrawn from Trust Account in connection with redemption	18,518,376
Net cash provided by investing activities	18,651,993	1,284,000
Cash Flows from Financing Activities:
Advances from related party	710,000
Redemption of common stock	(18,518,376)
Net cash used in financing activities	(17,808,376)
Net Change in Cash	60,222	242,445
Cash – Beginning of period	305,812	765,243
Cash – End of period	366,034	1,007,688
Supplementary cash flow information:
Cash paid for taxes	$ 441,660	$ 629,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Global Blockchain Acquisition Corp. (“Global Blockchain” or “GBBK”) is a blank check company incorporated in Delaware on March 18, 2021. Global Blockchain was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Global Blockchain has one wholly owned subsidiary, GB Merger Sub Inc., a Georgia corporation, which was formed on August 3, 2023 (“Merger Sub”). Global Blockchain and its subsidiary are collectively referred to as the “Company”. On August 17, 2023, Global Blockchain entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub, Cardea Corporate Holdings, Inc., a Georgia corporation (“Cardea”), Dr. Max Hooper, an individual, in the capacity as representative for the Company and its subsidiaries, and Jordan Waring, an individual, in the capacity as the representative for shareholders of Cardea. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into Cardea, with Cardea surviving as a wholly-owned subsidiary of Global Blockchain (the “Business Combination”), and with Cardea’s equity holders receiving shares of Global Blockchain’s common stock. As of June 30, 2024, the Company had not commenced any operations. All activity through June 30, 2024 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying target company for a Business Combination and entering into the Merger Agreement. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 9, 2022. On May 12, 2022, the Company completed the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,537,500 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, I-Bankers Securities, Inc. (“I-Bankers”) and Dawson James Securities, Inc. (“Dawson James”) (together, the “Private Placement Warrants”), generating gross proceeds of $8,537,500, which is described in Note 4. Transaction costs amounted to $7,597,200, consisting of $3,450,000 of underwriting fees, and $4,147,200 of other offering costs, which includes the fair value of the issuance of representative shares of $3,463,674. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 12, 2022, an amount of $175,087,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and private placement were placed in a Trust Account (“Trust Account”) and were invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s taxes, if any, the proceeds from the Initial Public Offering will not be released from the trust account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the combination period, or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Business Combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The proceeds held in the trust account may be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, the Company believes it will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If the Company was deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which it has not allotted funds and may hinder its ability to consummate a Business Combination. If the Company is unable to complete its initial Business Combination, its public stockholders may receive only approximately $10.15 per share on the liquidation of its trust account and its warrants will expire worthless. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of its initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under the law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of its initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.15 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the business combination marketing fee payable to I-Bankers and Dawson James. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company held a special meeting of stockholders on August 8, 2023 to vote on the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from August 12, 2023, monthly for up to nine additional months at the election of the Company, ultimately until as late as June 12, 2024. In connection with the vote, 14,820,620 shares of the Company’s common stock were redeemed with a total redemption payment of $155.2 million. Subsequently, on March 7, 2024, the Company held its annual meeting of stockholders to, among other things, vote on the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from June 12, 2024, monthly for up to six additional months at the election of the Company, ultimately until as late as November 12, 2024 (the “Extension”, and such extension date the “Extended Date”). In connection with the vote, 1,683,527 shares of the Company’s common stock were redeemed with a total redemption payment of $18.5 million. If the Company is unable to complete an initial Business Combination by September 12, 2024, as extended monthly for up to six months (ultimately until as late as November 12, 2024), or amend its charter to further extend the business combination period, it 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation 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 its board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fail to complete its Business Combination within the combination period. As of the date of this Quarterly Report, the Company has approved and funded the extension of its business combination period through September 12, 2024. On May 7, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Meeting”), at which the Company’s stockholders of record approved a proposal to amend and restate the Company’s charter to extend the Company’s combination period monthly, for up to six months, from May 12, 2024 ultimately until as late as November 12, 2024. In connection with the charter amendment, holders of 1,683,527 shares of the Company’s common stock exercised their right to redeem such shares at a per share redemption price of approximately $10.99. As a result, approximately $18.5 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions, the Company has 5,508,353 shares of Common Stock remaining outstanding, 745,853 shares of which have redemption rights. As of May 8, 2024, approximately $8.2 million remained in the Trust Account. As of the date of this Quarterly Report, the Company has approved and funded the extension of its business combination period through September 12, 2024. On May 7, 2024, the Company received a letter (the “Total Shareholders Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Company submitted an application for a transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market on June 21, 2024 (the “Application”). The Application to transfer the listing of its securities was granted on June 28, 2024, and the transfer became effective on July 2, 2024 (“Transfer”). As a result of the Transfer, the deficiencies cited until the Total Shareholders Notice have been rendered moot. The Sponsor, holders of the representative shares, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the combination period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within the prescribed time frame). The Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of its initial Business Combination. The Sponsor has agreed that it will 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 (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Liquidity and Going Concern As of June 30, 2024, the Company had $366,034 in operating cash, $8,199,667 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $629,059. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until as late as September 12, 2024, as extended monthly for up to six months (ultimately until as late as November 12, 2024), to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the Company’s liquidity position and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination; however, the Company cannot guarantee that a Business Combination will take place. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 12, 2024, as extended monthly for up to six months (ultimately until as late as November 12, 2024). As of the date of this Report, the Company has approved and funded the extension of its business combination period through September 12, 2024. Risks and Uncertainties Management continues to evaluate the impact 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. In addition, 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 consolidated 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% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated 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 U.S. Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023 filed with the SEC on April 26, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status 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 unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated 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 unaudited condensed consolidated 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 consolidated 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 not have any cash equivalents as of June 30, 2024 and December 31, 2023. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values of the equity instruments purchased, upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $7,597,200 were charged to common stock subject to possible redemption upon the completion of Initial Public Offering. As of June 30, 2024 and December 31, 2023, there were no amounts recorded under deferred offering costs in the accompanying condensed consolidated balance sheets. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB 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. 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. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that feature 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) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity in the Company’s condensed consolidated 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 charges against additional paid-in capital and accumulated deficit. At June 30, 2024 and December 31, 2023, the common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 176,918,016 Less: Redemptions (155,196,226 ) Plus: Accretion of carrying value to redemption value 4,420,591 Common stock subject to possible redemption, December 31, 2023 $ 26,142,381 Plus: Accretion of carrying value to redemption value 326,524 Common stock subject to possible redemption, March 31, 2024 $ 26,468,905 Less: Redemptions (18,518,376 ) Plus: Accretion of carrying value to redemption value 155,645 Common stock subject to possible redemption, June 30, 2024 $ 8,106,174 Income Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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 June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 147.30% and 22.95% for the three months ended June 30, 2024 and 2023, respectively, and 147.30% and 23.55% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 and 2023, due to the valuation allowance on the deferred tax assets. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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.” Income (loss) is shared pro rata between the common stock subject to possible redemption and non-redeemable common stock. Net income (loss) per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the respective period. As of June 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and six months ended June 30, 2024 and 2023. Accretion associated with the common stock subject to possible redemption is excluded from income (loss) per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (7,155 ) $ (21,845 ) $ 1,138,213 $ 314,246 Denominator: Basic and diluted weighted average common shares outstanding 1,559,866 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.00 ) $ (0.00 ) $ 0.07 $ 0.07 For the Six Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (10,441 ) $ (24,959 ) $ 2,087,557 $ 576,347 Denominator: Basic and diluted weighted average common shares outstanding 1,992,221 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.01 ) $ (0.01 ) $ 0.12 $ 0.12 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at a purchase price of $10.00 per Unit. Each unit that the Company sold in the Initial Public Offering had a price of $10.00 and consists of one share of common stock, one redeemable warrant, and one right, which right entitles the holder to one-tenth share of common stock upon the consummation of the Business Combination.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor, I-Bankers and Dawson James purchased an aggregate of 8,537,500 warrants at a price of $1.00 per warrant ($8,537,500 in the aggregate) in a private placement. Of such amount, (i) 6,812,500 warrants were purchased by the Sponsor, (ii) 1,466,250 warrants were purchased by I-Bankers and (iii) 258,750 warrants were purchased by Dawson James. The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will (with limited exceptions) not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the original holders or their permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering. If the private placement warrants are held by holders other than the original holders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2021, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain of the offering costs in exchange for an aggregate of 4,312,500 shares of common stock, par value $0.0001 per share (the “Founder Shares”). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under “Principal Stockholders — Transfers of Founder Shares. Private Placement Warrants and Underlying Securities”). The Company refers to such transfer restrictions throughout this Report as the “lock-up”. Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on May 9, 2022, to pay an affiliate of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2024 and 2023, the Company incurred $15,000 and $30,000 for these services, respectively. As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the Administrative Services Agreement. Promissory Note — Related Party On August 17, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $600,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2024 and December 31, 2023, there were no outstanding amounts under the Promissory Note. The outstanding amount of $546,343 was repaid at the closing of the Initial Public Offering on May 12, 2022. Borrowings under the Promissory Note are no longer available. Due from Related Party As of June 30, 2024 and December 31, 2023 an amount of $34,100 is due to the Company from the Sponsor for miscellaneous fees the Company paid on its behalf and for funds held outside the operating account for working capital purposes of approximately $10,000. The original purpose of the funds held outside the operating account was to be under the $250,000 Federal Deposit Insurance Corporation threshold. Advance from Related Party On March 28, 2024, the Sponsor contributed $460,000 to the Company, which made the Withdrawn Trust Funds whole (see Note 9). Additionally, the Sponsor contributed $250,000 to the Company for working capital purposes. As of June 30, 2024, the Sponsor had advanced $710,000 to the Company. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible, at the option of the lender, into warrants at a price of $1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of June 30, 2024 and December 31, 2023, there were no

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares, the private placement warrants (and underlying securities) and private placement warrants that may be issued upon conversion of working capital loans (and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period described above — “Transfers “Transfers of Founder Shares, Private Placement Warrants and Underlying Securities.” The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement At the closing of the offering, the Company engaged I-Bankers and Dawson James as advisors in connection with the Company’s business combination to (i) assist the Company in preparing presentations for each potential business combination; (ii) assist the Company in arranging meetings with stockholders, including making calls directly to stockholders, to discuss each potential business combination and each potential target’s attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the extent legally permissible; (iii) introduce the Company to potential investors to purchase securities in connection with each potential business combination; and assist the Company with the preparation of any press releases and filings related to each potential business combination or target. Pursuant to the business combination marketing agreement, I-Bankers and Dawson James are not obligated to assist the Company in identifying or evaluating possible acquisition candidates. Pursuant to the Company’s agreement with I-Bankers and Dawson James, the advisory fees payable to I-Bankers and Dawson James will collectively be 3.5% of the gross proceeds of our initial public offering, including the proceeds from the full exercise of the underwriters’ over-allotment option. Excise Taxes Payable On August 8, 2023, the Company’s stockholders redeemed 14,820,620 shares of common stock for a total of $155,196,226. Additionally, on May 14, 2024, the Company’s stockholders redeemed 1,683,527 shares of common stock for a total of $18,518,376. The Company evaluated the classification and accounting of the excise tax related to the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2024 and determined that a contingent liability should be calculated and recorded. As of June 30, 2024 and December 31, 2023, the Company recorded $1,737,146 and $1,551,962, respectively, of excise tax liability calculated as 1% of shares redeemed. Merger Agreement Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Cardea (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Cardea continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of GBBK. In the Merger, (i) all shares of Cardea common stock (together, “Cardea Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); and (ii) any securities of Cardea convertible into Cardea Stock, if not exercised or converted prior to the effective time of the Closing will be cancelled, retired, and terminated and cease to represent a right to acquire, be exchanged for or convert into Cardea Stock. At the Closing, GBBK will change its name to “Cardea Capital Holdings, Inc.” Merger Consideration The aggregate merger consideration to be paid pursuant to the Merger Agreement to Cardea Shareholders as of immediately prior to the Effective Time (“Cardea Shareholders”) will be an amount equal to $175,000,000, subject to adjustments for Cardea’s closing net working capital, closing net debt and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive the Earnout Shares (as defined below) after the Closing, as described below. The Merger Consideration to be paid to Cardea Shareholders will be paid solely by the delivery of new shares of GBBK common stock, with each valued at the price per share (the “Redemption Price”) at which each GBBK share of common stock is redeemed or converted pursuant to the redemption by GBBK of its public stockholders in connection with GBBK’s initial business combination, as required by GBBK’s amended and restated certificate of incorporation and by-laws and GBBK’s initial public offering prospectus (the “Redemption”). The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. The Merger Consideration will be allocated among the holders of Cardea’s common stock, pro rata amongst them based on the number of shares of Cardea common stock owned by such shareholder provided, however, that the Merger Consideration otherwise payable to Cardea Shareholders is subject to the withholding of the Escrow Shares (as defined below) and is subject to reduction for indemnification obligations and purchase price adjustments. Escrow Shares At the Closing, one percent (1%) of the Merger Consideration (the “Escrow Shares”) otherwise issuable to the Cardea Stockholders (allocated pro rata among the Cardea Stockholders based on the Merger Consideration otherwise issuable to them at the Closing) will be deposited into a segregated escrow account with Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to GBBK and Cardea), as escrow agent, and held in escrow together with any dividends, distributions or other income on the Escrow Shares (the “Escrow Property”) in accordance with an escrow agreement to be entered into in connection with the Transactions (the “Escrow Agreement”). The Escrow Property will be held in the escrow account for a period of twelve (12) months after the Closing as the sole and exclusive source of payment for any post-Closing purchase price adjustments and indemnification claims (other than fraud claims). The Cardea Stockholders will have the right to vote the Escrow Shares while they are held in escrow. Earnout In addition to the Merger Consideration set forth above, the Cardea Stockholders will also have a contingent right to receive up to an additional 3,500,000 shares of GBBK common stock (the “Earnout Shares”) after the Closing based on the price performance of the GBBK common stock during the two If there is a final determination that the Cardea Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the Cardea Stockholders. The number of shares of GBBK common stock constituting any earnout payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. Representative’s Shares The Company issued (i) to I-Bankers Securities (and/or their designees) 382,500 shares of common stock upon the consummation of the Initial Public Offering and (ii) to Dawson James (and/or their designees) 67,500 shares upon the consummation of the Initial Public Offering. The Company determined the fair value of the representative shares to be $3,463,674 (or $7.70 per share) using the Probability Weighted Expected Return Model. The fair value of the shares granted to the underwriters utilized the following assumptions: (1) expected volatility of 2.4%, (2) risk-free interest rate of 1.93%, (3) expected life of 0.97 years, and (4) no dividend. To arrive to the assumptions used in the valuation, comparable for 15 pre-business combination Companies (selected based on industry or sector focus, size, warrant coverage and the remaining term to complete their business combination), were selected. The implied volatility was based on the current quoted prices of the warrants and underlying stock. The risk-free interest rate was based on a 0.5 to 2 year US treasury rate. I-Bankers and Dawson James (and/or their respective designees) have agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, I-Bankers and Dawson James (and/or their respective designees) have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the combination period.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2024
Stockholders' Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock — Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by the stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors (prior to consummation of the initial Business Combination). The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. At June 30, 2024 and December 31, 2023, there were 4,762,500 shares of common stock issued and outstanding, excluding 745,853 and 2,429,380 shares subject to possible redemption, respectively. Preferred Stock no Warrants The warrants will become exercisable 30 days after the completion of its initial Business Combination, and will expire five The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to the shares of common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the 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 the Company’s 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, it will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): ● in whole and not in part ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. The Company may not redeem the warrants when a holder may not exercise such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. 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 assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2024, assets held in the Trust Account were comprised of $8,199,667 in cash. For the six months ended June 30, 2024, the Company had withdrawn $303,617 of the income earned on the Trust Account to pay taxes obligations. U.S. Treasury Securities are accounted for as trading securities and accordingly, changes in fair value are recorded in the condensed consolidated statements of operations. At December 31, 2023, assets held in the Trust Account were comprised of $26,295,331 in a money market fund which is invested primarily in U.S. Treasury Securities. Through December 31, 2023, the Company had withdrawn $1,784,960 of the income earned on the Trust Account to pay taxes obligations. U.S. Treasury Securities are accounted for as trading securities and accordingly, changes in fair value are recorded in the condensed consolidated statements of operations. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2024 Level Fair Value Assets: Investment held in Trust Account –Cash 1 $ 8,199,667 December 31, 2023 Level Fair Value Assets: Investment held in Trust Account –Money Market Fund 1 $ 26,295,331

Franchise and Federal Income Ta

Franchise and Federal Income Tax Withdrawal	6 Months Ended
	Jun. 30, 2024
Franchise and Federal Income Tax Withdrawal [Abstract]
FRANCHISE AND FEDERAL INCOME TAX WITHDRAWAL	NOTE 9. FRANCHISE AND FEDERAL INCOME TAX WITHDRAWAL Since the completion of its Initial Public Offering on May 9, 2022, and through June 30, 2024, the Company withdrew $2,088,576 (“Withdrawn Trust Funds”) from the Trust Account to pay liabilities related to the federal income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $1,953,846 to the respective tax authorities, which resulted in remaining excess funds withdrawn from the Trust Account but not remitted to the government authorities of $134,729 (“Over Withdrawn Amount”). The Over Withdrawn Amount pertains to an estimated payment related to Delaware franchise taxes. The Company remitted a payment for Delaware franchise tax of $140,896 on August 19, 2024. As a result, the Company is permitted to withdraw additional $6,167 to cover taxes paid.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. As previously reported, the Company received the Total Shareholders Notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which required the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. In connection with the foregoing, the Company submitted an application for a transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market on June 21, 2024 (the “Application”). The Application to transfer the listing of its securities was granted on June 28, 2024, and the transfer became effective on July 2, 2024 (“Transfer”). As a result of the Transfer, the deficiencies cited until the Total Shareholders Notice have been rendered moot.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - 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
Pay vs Performance Disclosure
Net Income (Loss)	$ (29,000)	$ (6,400)	$ 1,452,459	$ 1,211,445	$ (35,400)	$ 2,663,904

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated 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 U.S. Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023 filed with the SEC on April 26, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status	Emerging Growth Company Status 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 unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated 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 unaudited condensed consolidated 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 consolidated 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 not have any cash equivalents as of June 30, 2024 and December 31, 2023.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values of the equity instruments purchased, upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $7,597,200 were charged to common stock subject to possible redemption upon the completion of Initial Public Offering. As of June 30, 2024 and December 31, 2023, there were no amounts recorded under deferred offering costs in the accompanying condensed consolidated balance sheets.
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB 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. 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. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.
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 ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that feature 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) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity in the Company’s condensed consolidated 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 charges against additional paid-in capital and accumulated deficit. At June 30, 2024 and December 31, 2023, the common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 176,918,016 Less: Redemptions (155,196,226 ) Plus: Accretion of carrying value to redemption value 4,420,591 Common stock subject to possible redemption, December 31, 2023 $ 26,142,381 Plus: Accretion of carrying value to redemption value 326,524 Common stock subject to possible redemption, March 31, 2024 $ 26,468,905 Less: Redemptions (18,518,376 ) Plus: Accretion of carrying value to redemption value 155,645 Common stock subject to possible redemption, June 30, 2024 $ 8,106,174
Income Taxes	Income Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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 June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 147.30% and 22.95% for the three months ended June 30, 2024 and 2023, respectively, and 147.30% and 23.55% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 and 2023, due to the valuation allowance on the deferred tax assets. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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.” Income (loss) is shared pro rata between the common stock subject to possible redemption and non-redeemable common stock. Net income (loss) per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the respective period. As of June 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and six months ended June 30, 2024 and 2023. Accretion associated with the common stock subject to possible redemption is excluded from income (loss) per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (7,155 ) $ (21,845 ) $ 1,138,213 $ 314,246 Denominator: Basic and diluted weighted average common shares outstanding 1,559,866 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.00 ) $ (0.00 ) $ 0.07 $ 0.07 For the Six Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (10,441 ) $ (24,959 ) $ 2,087,557 $ 576,347 Denominator: Basic and diluted weighted average common shares outstanding 1,992,221 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.01 ) $ (0.01 ) $ 0.12 $ 0.12
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Common Stock Reflected in the Consolidated Balance Sheet	At June 30, 2024 and December 31, 2023, the common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 176,918,016 Less: Redemptions (155,196,226 ) Plus: Accretion of carrying value to redemption value 4,420,591 Common stock subject to possible redemption, December 31, 2023 $ 26,142,381 Plus: Accretion of carrying value to redemption value 326,524 Common stock subject to possible redemption, March 31, 2024 $ 26,468,905 Less: Redemptions (18,518,376 ) Plus: Accretion of carrying value to redemption value 155,645 Common stock subject to possible redemption, June 30, 2024 $ 8,106,174
Schedule of Basic and Diluted Net Income Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (7,155 ) $ (21,845 ) $ 1,138,213 $ 314,246 Denominator: Basic and diluted weighted average common shares outstanding 1,559,866 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.00 ) $ (0.00 ) $ 0.07 $ 0.07 For the Six Months Ended June 30, 2024 2023 Redeemable Non- Redeemable Non- Numerator: Allocation of net (loss) income $ (10,441 ) $ (24,959 ) $ 2,087,557 $ 576,347 Denominator: Basic and diluted weighted average common shares outstanding 1,992,221 4,762,500 17,250,000 4,762,500 Basic and diluted net (loss) income per common share $ (0.01 ) $ (0.01 ) $ 0.12 $ 0.12

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2024 Level Fair Value Assets: Investment held in Trust Account –Cash 1 $ 8,199,667 December 31, 2023 Level Fair Value Assets: Investment held in Trust Account –Money Market Fund 1 $ 26,295,331

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)						6 Months Ended
	May 14, 2024	May 07, 2024	Mar. 07, 2024	Aug. 08, 2023	May 12, 2022	Jun. 30, 2024	Jun. 30, 2023	May 08, 2024	Dec. 31, 2023	Aug. 16, 2022
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)						$ 0.01
Price of warrant (in Dollars per share)		$ 10.99
Transaction costs						$ 7,597,200
Underwriting fees						3,450,000
Other offering costs						4,147,200
Representative shares						$ 3,463,674
Percentage of fair market value						80%
Ownership interest percentage						50%
Investment of cash into trust account						$ 170,000
Maturity days					185 days
Business combination redeem rate					100%
Bills maturity days					185 days
Net tangible asset						5,000,001
Percentage of redeem or repurchase of common stock			100%	100%
Common stock redeemed (in Shares)		1,683,527	1,683,527	14,820,620
Redemption payment			$ 18,500,000			18,518,376
Interest to pay dissolution expenses						$ 100,000
Trust account		$ 18,500,000						$ 8,200,000
Shares of common stock (in Shares)		5,508,353				4,762,500			4,762,500
Common stock subject to possible redemption (in Shares)						745,853			2,429,380
Operating cash						$ 366,034
cash held in the trust account						8,199,667			$ 26,295,331
Working capital deficit						$ 629,059
Excise tax rate										1%
Excise tax of market value										1%
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)					$ 10.15
Business Combination [Member] | Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)						$ 10.15
Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock redeemed (in Shares)	1,683,527			14,820,620
Redemption payment	$ 18,518,376			$ 155,200,000
IPO [Member]
Description of Organization and Business Operations [Line Items]
Stock issued during period, new issues (in Shares)					17,250,000
Gross proceeds					$ 172,500,000
Sale of warrant (in Shares)						17,250,000
Price of warrant (in Dollars per share)						$ 10
Investment of cash into trust account					$ 175,087,500
IPO [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)					$ 10.15
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Stock issued during period, new issues (in Shares)					2,250,000
Sale of warrant (in Shares)						2,250,000
Price of warrant (in Dollars per share)						$ 10
Over-Allotment Option [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)					$ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrant (in Shares)						8,537,500
Price of warrant (in Dollars per share)						$ 1
Private placement gross proceeds						$ 8,537,500
Public Share [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)						$ 10.15

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Summary of Significant Accounting Policies [Line Items]
Effective tax rate	147.30%	22.95%	147.30%	23.55%
Effective statutory tax rate	21%	21%	21%	21%
Federal depository insurance (in Dollars)			$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering cost (in Dollars)	$ 7,597,200		$ 7,597,200

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Reflected in the Consolidated Balance Sheet - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Schedule of Common Stock Reflected in the Balance Sheet [Line Items]
Common stock subject to possible redemption, Beginning balance	$ 26,468,905	$ 26,142,381	$ 176,918,016
Less:
Redemptions	(18,518,376)		(155,196,226)
Plus:
Accretion of carrying value to redemption value	155,645	326,524	4,420,591
Common stock subject to possible redemption, Ending balance	$ 8,106,174	$ 26,468,905	$ 26,142,381

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (7,155)	$ 1,138,213	$ (10,441)	$ 2,087,557
Denominator:
Basic weighted average common shares outstanding	1,559,866	17,250,000	1,992,221	17,250,000
Basic net (loss) income per common share	$ 0	$ 0.07	$ (0.01)	$ 0.12
Non- Redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (21,845)	$ 314,246	$ (24,959)	$ 576,347
Denominator:
Basic weighted average common shares outstanding	4,762,500	4,762,500	4,762,500	4,762,500
Basic net (loss) income per common share	$ 0	$ 0.07	$ (0.01)	$ 0.12

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	1,559,866	17,250,000	1,992,221	17,250,000
Diluted net (loss) income per common share	$ 0	$ 0.07	$ (0.01)	$ 0.12
Non- Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	4,762,500	4,762,500	4,762,500	4,762,500
Diluted net (loss) income per common share	$ 0	$ 0.07	$ (0.01)	$ 0.12

Initial Public Offering (Detail

Initial Public Offering (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
IPO [Member]
Initial Public Offering [Line Items]
Sale units	17,250,000
Purchase price per unit (in Dollars per share) | $ / shares	$ 10
IPO [Member] | Redeemable Warrant [Member]
Initial Public Offering [Line Items]
Number of warrants in a unit	1
IPO [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Number of warrants or rights outstanding.	1
IPO [Member] | Common Stock [Member]
Initial Public Offering [Line Items]
Number of shares in a unit	1
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sale units	2,250,000
Purchase price per unit (in Dollars per share) | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Gross proceeds of private placement (in Dollars) | $	$ 8,537,500
Sponsor [Member]
Private Placement [Line Items]
Purchase warrants	6,812,500
I-Bankers [Member]
Private Placement [Line Items]
Purchase warrants	1,466,250
Dawson James [Member]
Private Placement [Line Items]
Purchase warrants	258,750
Warrant [Member] | Sponsor [Member]
Private Placement [Line Items]
Purchase warrants	8,537,500
warrant price (in Dollars per share) | $ / shares	$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended
	May 12, 2022	May 09, 2022	Aug. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 07, 2024	Mar. 28, 2024	Dec. 31, 2023	Aug. 17, 2021
Related Party Transactions [Line Items]
Price per share (in Dollars per share)				$ 0.01		$ 0.01
Common stock, par value (in Dollars per share)				$ 0.0001		$ 0.0001				$ 0.0001
Common stock Per share (in Dollars per share)								$ 10.99
Administrative incurred cost				$ 15,000	$ 30,000	$ 15,000	$ 30,000
Working capital				10,000		10,000				$ 10,000
Federal depository insurance						250,000
Working capital contributed				$ 250,000		$ 250,000
Warrants price per share (in Dollars per share)				$ 1		$ 1
Working capital loans
Related Party Loans [Member]
Related Party Transactions [Line Items]
Convertible loans				$ 1,500,000		$ 1,500,000
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Sponsor paid			$ 25,000
Price per share (in Dollars per share)			$ 0.006
Completion of initial business combination						1 year
Common stock Per share (in Dollars per share)				$ 12		$ 12
Threshold trading days for transfer for initial business combination						20 days
Threshold consecutive trading days for period commencing initial business combination						30 days
Number of days after initial business combination						150 days
Administrative Services Agreement [Member]
Related Party Transactions [Line Items]
Expenses per month		$ 5,000
Promissory Note with Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount											$ 600,000
Related Party [Member]
Related Party Transactions [Line Items]
Due from related party				$ 34,100		$ 34,100				$ 34,100
Advance from related parties				$ 710,000		$ 710,000			$ 460,000
Common Stock [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Shares of common stcok (in Shares)			4,312,500
Common stock, par value (in Dollars per share)			$ 0.0001
IPO [Member]
Related Party Transactions [Line Items]
Common stock Per share (in Dollars per share)				$ 10		$ 10
IPO [Member] | Promissory Note with Related Party [Member]
Related Party Transactions [Line Items]
Outstanding amount	$ 546,343

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)					6 Months Ended	12 Months Ended
	May 14, 2024	May 07, 2024	Mar. 07, 2024	Aug. 08, 2023	Jun. 30, 2024	Dec. 31, 2023	Aug. 17, 2021
Commitments and Contingencies [Line Items]
Advisory fees payable percentage					3.50%
Stock redeemed		1,683,527	1,683,527	14,820,620
Redeemed common stock			$ 18,500,000		$ 18,518,376
Excise tax liability					$ 1,737,146	$ 1,551,962
Percentage of shares redeemed					1%	1%
Net working capital					$ 175,000,000
Merger consideration closing					90 days
Merger consideration rate					1%
Additional shares							4,312,500
Exceeds per share		$ 10.99
Representative shares fair value					$ 3,463,674
Price per share					$ 0.01
Common Stock [Member]
Commitments and Contingencies [Line Items]
Stock redeemed	1,683,527			14,820,620
Total stock redeemed				$ 155,196,226
Redeemed common stock	$ 18,518,376			$ 155,200,000
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold consecutive trading days for exceeds period					20 years
Earnout [Member]
Commitments and Contingencies [Line Items]
Additional shares					3,500,000
Earnout period					2 years
Exceeds per share					$ 12.5
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for exceeds period					30 days
Representative Shares [Member]
Commitments and Contingencies [Line Items]
Representative shares fair value					$ 3,463,674
Price per share					$ 7.7
Volatility rate					2.40%
Risk-free interest rate					1.93%
Expected life					11 months 19 days
I-Bankers Securities [Member] | Representative Shares [Member]
Commitments and Contingencies [Line Items]
Representative’s shares					382,500
I-Bankers Securities [Member] | Representative Shares [Member] | Minimum [Member]
Commitments and Contingencies [Line Items]
Expected life					6 months
Dawson James Securities, Inc. [Member] | Representative Shares [Member]
Commitments and Contingencies [Line Items]
Representative’s shares					67,500
Dawson James Securities, Inc. [Member] | Representative Shares [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Expected life					2 years

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)		6 Months Ended
	Aug. 17, 2021	Jun. 30, 2024	Dec. 31, 2023	May 12, 2022
Stockholders’ Deficit [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Shares issued	4,312,500
Initial stockholders (in Dollars)	$ 25,000
Vote for shares		one
Percentage of shares voted for the election of directors		50%
Common stock, shares issued		4,762,500	4,762,500
Common stock subject to possible redemption		745,853	2,429,380
Preferred stock share authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock share issued
Preferred stock share outstanding
Share of common stock		1
Market value (in Dollars per share)		$ 1
Warrant expire		5 days
Price per warrant (in Dollars per share)		$ 0.01
Price per shares (in Dollars per share)		18
Business Combination [Member]
Stockholders’ Deficit [Line Items]
Market value (in Dollars per share)		$ 9.2
Percentage of market value		115%
Price per warrant (in Dollars per share)				$ 10.15
Warrant [Member]
Stockholders’ Deficit [Line Items]
Common stock, par value (in Dollars per share)		$ 9.2
Warrants outstanding		17,250,000	17,250,000
Market value (in Dollars per share)		$ 11.5
Percentage of total equity proceed		60%
Warrant [Member] | Business Combination [Member]
Stockholders’ Deficit [Line Items]
Market value (in Dollars per share)		$ 18
Percentage of market value		180%
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Trading day		20 years
Trading day period end		30 days
Common Stock [Member] | Warrant [Member]
Stockholders’ Deficit [Line Items]
Market value (in Dollars per share)		$ 18
Trading day		20 days
Over-Allotment [Member]
Stockholders’ Deficit [Line Items]
Common stock, par value (in Dollars per share)	$ 0.006
Over-Allotment [Member] | Business Combination [Member]
Stockholders’ Deficit [Line Items]
Price per warrant (in Dollars per share)				$ 10
Over-Allotment [Member] | Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Forfeiture shares	562,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Fair Value Measurements [Line Items]
Cash held in trust Account	$ 8,199,667		$ 26,295,331
Cash withdrawn from trust account	$ 303,617	$ 1,284,000
U.S. Treasury Securities [Member]
Fair Value Measurements [Line Items]
Cash held in trust Account			$ 1,784,960

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - Level 1 [Member] - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Cash [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Investment held in Trust Account	$ 8,199,667
Money Market Funds [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Investment held in Trust Account		$ 26,295,331

Franchise and Federal Income _2

Franchise and Federal Income Tax Withdrawal (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Franchise and Federal Income Tax Withdrawal [LIne Items]
Cash withdrawn from trust account	$ 303,617	$ 1,284,000
Tax authorities	1,953,846
Tax paid amount	6,167
Domestic Tax Jurisdiction [Member]
Franchise and Federal Income Tax Withdrawal [LIne Items]
Cash withdrawn from trust account	2,088,576
Tax authorities	$ 134,729