Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Iron Horse Acquisitions Corp. | ||
Entity Central Index Key | 0001901203 | ||
Entity File Number | 333-275076 | ||
Entity Tax Identification Number | 85-1783294 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 0 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | P.O. Box 2506 | ||
Entity Address, City or Town | Toluca Lake | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | 91610 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (310) | ||
Local Phone Number | 290-5383 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,867,000 | ||
Common Stock | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | IROH | ||
Security Exchange Name | NASDAQ | ||
Rights | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Rights | ||
Trading Symbol | IROHR | ||
Security Exchange Name | NASDAQ | ||
Units | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units | ||
Trading Symbol | IROHU | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | IROHW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | MaloneBailey, LLP |
Auditor Firm ID | 206 |
Auditor Location | Houston, Texas |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash | $ 656,977 | ||
Prepaid expenses | 33,157 | ||
Total Current Assets | 690,134 | ||
Deferred offering costs | 671,667 | ||
Cash held in trust account | 69,000,000 | ||
Total Assets | 69,690,134 | 671,667 | |
Current liabilities | |||
Accrued expenses | 70,810 | 70,011 | |
Accrued offering costs | 221,914 | 106,250 | |
Overallotment liability | 11,135 | ||
Total Current Liabilities | 861,640 | 847,041 | |
Deferred underwriting fee payable | 2,518,500 | ||
Total Liabilities | 3,380,140 | 847,041 | |
Commitments and Contingencies (Note 6) | |||
Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.00 per share at December 31, 2023 and none at December 31, 2022 | 69,000,000 | ||
Stockholders’ Deficit | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock, $0.0001 par value; 50,000,000 shares authorized, 1,999,200 and 1,932,000 shares issued and outstanding (excluding 6,900,000 and 0 shares subject to possible redemption) at December 31, 2023 and 2022, respectively (1) | 200 | 193 | |
Additional paid-in capital | 24,807 | ||
Accumulated deficit | (2,690,206) | (200,374) | |
Total Stockholders’ Deficit | [1] | (2,690,006) | (175,374) |
Total Liabilities and Stockholders’ Deficit | 69,690,134 | 671,667 | |
Related Party | |||
Current liabilities | |||
Promissory note – related party | $ 557,781 | $ 670,780 | |
[1] Includes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Common stock subject to possible redemption, shares at redemption value | 6,900,000 | ||
Common stock subject to possible redemption, shares at redemption value of per share (in Dollars per share) | $ 10 | ||
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 | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 50,000,000 | 50,000,000 |
Common stock, shares issued | [1] | 1,999,200 | 1,932,000 |
Common stock, shares outstanding | [1] | 1,999,200 | 1,932,000 |
[1] Includes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Formation and operational costs | $ 309,018 | $ 181,003 | |
Loss from operations | (309,018) | (181,003) | |
Other income: | |||
Interest earned on marketable securities held in Trust Account | |||
Total other income | |||
Loss before provision for income taxes | (309,018) | (181,003) | |
Provision for income taxes | 226 | ||
Net loss | $ (308,792) | $ (181,003) | |
Redeemable Shares | |||
Other income: | |||
Basic weighted average shares outstanding (in Shares) | 71,429 | ||
Basic net loss per common share (in Dollars per share) | $ (0.17) | ||
Diluted weighted average shares outstanding (in Shares) | 71,429 | ||
Diluted net loss per common share (in Dollars per share) | $ (0.17) | ||
Non Redeemable Shares | |||
Other income: | |||
Basic weighted average shares outstanding (in Shares) | [1] | 1,709,423 | 1,708,000 |
Basic net loss per common share (in Dollars per share) | $ (0.17) | $ (0.11) | |
Diluted weighted average shares outstanding (in Shares) | [1] | 1,764,192 | 1,708,000 |
Diluted net loss per common share (in Dollars per share) | $ (0.17) | $ (0.11) | |
[1] Excludes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - Redeemable Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Diluted weighted average shares outstanding | 71,429 | |
Diluted net loss per common share | $ (0.17) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Common Stock Subject to Possible Redemption | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2021 | $ 193 | $ 24,807 | $ (19,371) | $ 5,629 | ||
Balance (in Shares) at Dec. 31, 2021 | 1,932,000 | |||||
Net loss | (181,003) | (181,003) | ||||
Balance at Dec. 31, 2022 | [1] | $ 193 | 24,807 | (200,374) | (175,374) | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 1,932,000 | ||||
Issuance of founder shares | $ 3 | (3) | ||||
Issuance of founder shares (in Shares) | 32,200 | 35,000 | ||||
Sale of units at initial public offering | $ 69,000,000 | |||||
Sale of units at initial public offering (in Shares) | 6,900,000 | |||||
Sale of 2,457,000 private placement warrants | 2,457,000 | 2,457,000 | ||||
Fair Value of public warrants at issuance | 43,470 | 43,470 | ||||
Fair value of rights included in public units | 3,283,710 | 3,283,710 | ||||
Allocated value of transaction costs to Common Stock | (275,665) | (275,665) | ||||
Issuance of Representative Shares | $ 4 | 4 | ||||
Issuance of Representative Shares (in Shares) | 35,000 | |||||
Remeasurement of Common Stock subject to possible redemption | (5,533,319) | (2,181,040) | (7,714,359) | |||
Net loss | (308,792) | (308,792) | ||||
Balance at Dec. 31, 2023 | [1] | $ 69,000,000 | $ 200 | $ (2,690,206) | $ (2,690,006) | |
Balance (in Shares) at Dec. 31, 2023 | [1] | 6,900,000 | 1,999,200 | |||
[1] Includes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Statements of Changes in Shar_2
Statements of Changes in Shareholders’ Deficit (Parentheticals) | 12 Months Ended |
Dec. 31, 2023 shares | |
Additional Paid-In Capital | |
Sale of private placement warrants | 2,457,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (308,792) | $ (181,003) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Payment of office expenses made by sponsor | 269,251 | 113,601 |
Courtesy discount on legal fees | (11,301) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (33,157) | |
Accounts payable and accrued expenses | 799 | 67,402 |
Net cash used in operating activities | (83,200) | |
Cash Flows from Investing Activities: | ||
Investment of cash into trust Account | (69,000,000) | |
Net cash used in investing activities | (69,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 68,413,500 | |
Proceeds from sale of private placements warrants | 2,457,000 | |
Repayment of promissory note - related party | (1,014,523) | |
Payment of offering costs | (115,800) | |
Net cash provided by financing activities | 69,740,177 | |
Net Change in Cash and cash equivalents | 656,977 | |
Cash and cash equivalents – Beginning of period | ||
Cash and cash equivalents – End of period | 656,977 | |
Non-Cash investing and financing activities: | ||
Remeasurement of Common Stock subject to possible redemption | 7,714,359 | |
Deferred underwriting fee payable | 2,518,500 | |
Issuance of representative shares | 4 | |
Issuance of founder shares | 3 | |
Offering costs included in accrued offering costs | 221,914 | 106,250 |
Offering costs paid via promissory notes | $ 632,273 | $ 507,986 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Iron Horse Acquisitions Corp. (the “Company”) was incorporated in Delaware on November 23, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). At December 31, 2023, the Company had not yet commenced any operations. All activity from November 23, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering described below. The Company has selected December 31 as its fiscal year-end. The registration statement for the Company’s Initial Public Offering was declared effective on December 26, 2023. On December 29, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Bengochea SPAC Sponsors I LLC (the “sponsor”), generating gross proceeds of $2,457,000, which is described in Note 4. Transaction costs amounted to $4,651,705 consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering costs. The Company Units were listed on the Nasdaq Global Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination (net of taxes payable and deferred underwriting commissions), although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. Following the closing of the Initial Public Offering on December 29, 2023, an amount of $69,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination (ii) the redemption of any shares of common stock included in the Units being sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the Initial Business Combination within 12 months from the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for a Business Combination within such 12-month period), provided that, pursuant to the terms of the amended and restated certificate of incorporation and the trust agreement entered into between the Company and the Trust Account, the only way to extend the time available for the Company to consummate its initial business combination in the absence of a charter amendment, is for the sponsor, upon at least five days’ advance notice prior to the applicable deadline, to deposit into the trust account $229,770, or $233,600 if the underwriters’ over-allotment option is exercised in full ($0.0333 per unit in either case), or an aggregate of $459,540, or $467,199 if the over-allotment option is exercised in full, for each three-month extension, on or prior to the date of the applicable deadline; and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. If the Company is unable to consummate an initial business combination within such time period, the Company will redeem 100% of its outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company for taxes (and less up to $100,000 of interest which can be used for liquidation expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired shares of common stock sold as part of the units in the Initial Public Offering (“Public Stockholders”) with the opportunity to convert their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares will agree to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares pursuant to letter agreements executed prior to the Initial Public Offering. In connection with any proposed Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow conversions in connection therewith. If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and will have no conversion or liquidation rights with respect to the shares of common stock underlying such warrants. If the Company is unable to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Warrants not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for common stock will be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. Going Concern Consideration As of December 31, 2023, the Company had cash of $656,977 and a working capital deficit of $171,506. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company has until December 29, 2024 (or June 29, 2025 if we extend the period of time to consummate a Business Combination by the full amount of time) 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 December 29, 2024 (or June 29, 2025, if extended), there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 29, 2024 (or June 29, 2025, if extended). The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this actions and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $656,977 and $0 Cash Held in Trust Account At December 31, 2023, the assets held in the Trust Account amounting to $69,000,000 were held in cash. As of December 31, 2022, there were no funds deposited in the Trust Account. 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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset of $82,463 and $17,795, respectively, had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.1% and 0.3% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets related to organization expenses. 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 December 31, 2023 and 2022. 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. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public common stock subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares 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 shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023, the common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (43,470 ) Proceeds allocated to Public Rights (3,283,710 ) Proceeds allocated to over-allotment option (11,135 ) Common stock issuance cost (4,376,044 ) Plus: Remeasurement of carrying value to redemption value 7,714,359 Common stock subject to possible redemption, December 31, 2023 $ 69,000,000 Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Remeasurement of carrying value to redemption value of redeemable shares of common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the rights and warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights and warrants are contingent upon the occurrence of future events. At December 31, 2023, the rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of common stock, respectively, in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net loss per common stock since the inclusion of such rights and warrants would be anti-dilutive. The rights and warrants cannot be converted to shares of common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic net loss per common stock Numerator: Allocation of net loss $ (12,385 ) $ (296,407 ) $ — $ (181,003 ) Denominator: Basic weighted average shares outstanding 71,429 1,709,423 — 1,708,000 Basic net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) Diluted net loss per common stock Numerator: Allocation of net loss $ (12,016 ) $ (296,776 ) $ — $ (181,003 ) Denominator: Diluted weighted average shares outstanding 71,429 1,764,192 — 1,708,000 Diluted net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 as of January 1, 2022. The impact to our balance sheet was not material. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | Note 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one redeemable warrant (the “Warrants”), and one right to one-fifth (1/5) of one share of common stock upon the consummation of the Company’s initial business combination, so you must hold rights in multiples of 5 in order to receive shares for all of your rights upon closing of a combination. Each Warrant offered in the Initial Public Offering is exercisable to purchase one share of the Company’s common stock at an exercise price of $11.50. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 12-month period allotted (or up to 18 months if the Company extends the time to complete a business combination) to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding 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, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third trading day before the Company sends the notice of redemption to the warrant holders. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | Note 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the sponsor purchased an aggregate of 2,457,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $2,457,000 in the aggregate, in a private placement. The Private Warrants is identical to the warrants sold as a part of the Units being offered in the Initial Public Offering. The holders have agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 5 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares (as defined in Note 6), Representative Shares, and Private Placement Warrants (as defined below), as well as any warrants that may be issued in payment of Working Capital Loans made to Company, are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Placement Warrants and warrants issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EF Hutton may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EF Hutton may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 915,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 29, 2023, the underwriters partially exercised their over-allotment option for an additional 800,000 Units. The underwriters were entitled to a cash underwriting discount of 0.85% of the gross proceeds of the Initial Public Offering, or $586,500, paid upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the Initial Public Offering, or $2,518,500, payable upon the closing of an initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 6 — RELATED PARTY TRANSACTIONS Founder’s Shares In November 2021, the Company issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2022, 2,875,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder Shares to 2,875,000. In September 2023, 943,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder Shares to 1,932,000, as retrospectively presented in the financial statements. In December 2023, the Company determined to issue an additional 32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding 1,964,200 Founder Shares. The Founder Shares include an aggregate of up to 32,200 shares subject to forfeiture by the holders to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the holders will collectively own 22% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering. The holders of the Founder Shares will agree not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) 180 days after the completion of a Business and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Promissory Note — Related Party On November 30, 2021, and as amended on July 11, 2022, November 1, 2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $1,500,000 (as amended), principal amount unsecured promissory note to the sponsor, which is an affiliate of the Company’s Chief Executive Officer. This loan is non-interest bearing, unsecured and repayable upon either (a) the date on which the Company consummates its initial business transaction (such date, the “Maturity Date”) or, at the Company’s discretion, if funds allow, or (b) the date on which the Company consummates the Initial Public Offering. As of December 31, 2023 and 2022, there were $557,781 and $670,780, respectively, outstanding under the promissory note. Administrative Service Agreement The Company presently occupies office space provided by an entity controlled by Bengochea SPAC Sponsors I LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company agreed to pay a total of $12,000 per month to the sponsor in exchange for management support, administrative, office space, and other services. The Company will cease paying these monthly fees 12 months from the date of the Initial Public offering. As of December 31, 2023, the Company incurred and accrued an amount of $2,400 for administrative services fees. As of December 31, 2022, the Company did not incur any fees for these services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, if there are excess proceeds, upon consummation of Initial Public Offering. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. These loans would be repaid at completion of the initial Business Combination. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | Note 7 — STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there are no Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, 1,999,200 and 1,932,000 shares of common stock were issued and outstanding, excluding 6,900,000 and 0 Rights Each holder of a right will receive one-fifth (1/5) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of common stock will receive in the transaction on an as- converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive one-fifth (1/5) of one share underlying each right (without paying additional consideration). Additionally, in no event will the Company be required to net cash settle the rights. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights. Accordingly, the rights may expire worthless. Representative Shares The Company issued to EF Hutton and/or its designees in the Initial Public Offering 35,000 Representative Shares at the time of the consummation of Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed they will (i) waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, after the closing of the Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s 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 the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon the Company’s redemption or liquidation. The Company may redeem the Public 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 to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period commencing at any time after the shares underlying the warrants have become exercisable and 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 Public Warrants as described above unless a registration statement under the Securities Act covering the common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised. The Warrants issued in the Private Placement (“Private Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2023, there were 6,900,000 public warrants and 2,457,000 private warrants outstanding. As of December 31, 2022, no |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | Note 8 — INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2023 and 2022. The Company’s net deferred tax liabilities are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 1,962 $ 1,058 Startup Costs 80,501 16,737 Total deferred tax assets 82,463 17,795 Valuation allowance (82,463 ) (17,795 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ (226 ) $ — Deferred (64,668 ) (16,145 ) State Current $ — $ — Deferred — — Change in valuation allowance 64,668 16,145 Income tax provision $ (226 ) $ — As of December 31, 2023 and 2022, the Company had a total of $4,306 and $4,480, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $64,668 and $16,145, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance (20.9 )% (20.7 )% Income tax provision 0.1 % 0.3 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Assets: Cash held in Trust Account 1 $ 69,000,000 Liabilities: Over-allotment option 3 $ 11,135 Equity: Fair value of Public Warrants for common stock subject to possible redemption allocation 3 $ 43,470 Fair value of Public Rights for common stock subject to possible redemption allocation 3 $ 3,283,710 The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of over-allotment liability in the statement of operations. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term. The public warrants and rights were valued using Monte Carlo models. The public warrants and rights have been classified within stockholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants and rights: December 29, Market price of public stock $ 9.52 Term (years) 2.38 Risk-free rate 4.07 % Volatility 3.27 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based on this review, except as set forth below, the Company did not identify any subsequent events, other than the settlement of the Omnia lawsuit, that would have required adjustment or disclosure in the financial statements. On March 11, 2024, the Company settled an outstanding lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay (collectively, “Omnia”). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (308,792) | $ (181,003) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
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) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $656,977 and $0 |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2023, the assets held in the Trust Account amounting to $69,000,000 were held in cash. As of December 31, 2022, there were no funds deposited in the Trust Account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset of $82,463 and $17,795, respectively, had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.1% and 0.3% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets related to organization expenses. 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 December 31, 2023 and 2022. 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. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Redeemable Share Classification | Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public common stock subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares 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 shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023, the common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (43,470 ) Proceeds allocated to Public Rights (3,283,710 ) Proceeds allocated to over-allotment option (11,135 ) Common stock issuance cost (4,376,044 ) Plus: Remeasurement of carrying value to redemption value 7,714,359 Common stock subject to possible redemption, December 31, 2023 $ 69,000,000 |
Net Loss per Common Stock | Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Remeasurement of carrying value to redemption value of redeemable shares of common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the rights and warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights and warrants are contingent upon the occurrence of future events. At December 31, 2023, the rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of common stock, respectively, in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net loss per common stock since the inclusion of such rights and warrants would be anti-dilutive. The rights and warrants cannot be converted to shares of common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic net loss per common stock Numerator: Allocation of net loss $ (12,385 ) $ (296,407 ) $ — $ (181,003 ) Denominator: Basic weighted average shares outstanding 71,429 1,709,423 — 1,708,000 Basic net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) Diluted net loss per common stock Numerator: Allocation of net loss $ (12,016 ) $ (296,776 ) $ — $ (181,003 ) Denominator: Diluted weighted average shares outstanding 71,429 1,764,192 — 1,708,000 Diluted net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 as of January 1, 2022. The impact to our balance sheet was not material. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible to Redemption | At December 31, 2023, the common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (43,470 ) Proceeds allocated to Public Rights (3,283,710 ) Proceeds allocated to over-allotment option (11,135 ) Common stock issuance cost (4,376,044 ) Plus: Remeasurement of carrying value to redemption value 7,714,359 Common stock subject to possible redemption, December 31, 2023 $ 69,000,000 |
Schedule of Basic and Diluted Net Loss Per Share | The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic net loss per common stock Numerator: Allocation of net loss $ (12,385 ) $ (296,407 ) $ — $ (181,003 ) Denominator: Basic weighted average shares outstanding 71,429 1,709,423 — 1,708,000 Basic net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) Diluted net loss per common stock Numerator: Allocation of net loss $ (12,016 ) $ (296,776 ) $ — $ (181,003 ) Denominator: Diluted weighted average shares outstanding 71,429 1,764,192 — 1,708,000 Diluted net loss per common stock $ (0.17 ) $ (0.17 ) $ — $ (0.11 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Net Deferred Tax Liabilities | The Company’s net deferred tax liabilities are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 1,962 $ 1,058 Startup Costs 80,501 16,737 Total deferred tax assets 82,463 17,795 Valuation allowance (82,463 ) (17,795 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ (226 ) $ — Deferred (64,668 ) (16,145 ) State Current $ — $ — Deferred — — Change in valuation allowance 64,668 16,145 Income tax provision $ (226 ) $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance (20.9 )% (20.7 )% Income tax provision 0.1 % 0.3 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value of Hierarchy of Valuation Inputs | The following table presents information about the Company’s assets that are measured at fair value on December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Assets: Cash held in Trust Account 1 $ 69,000,000 Liabilities: Over-allotment option 3 $ 11,135 Equity: Fair value of Public Warrants for common stock subject to possible redemption allocation 3 $ 43,470 Fair value of Public Rights for common stock subject to possible redemption allocation 3 $ 3,283,710 |
Schedule of Valuation of the Public Warrants and Rights | The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants and rights: December 29, Market price of public stock $ 9.52 Term (years) 2.38 Risk-free rate 4.07 % Volatility 3.27 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Line Items] | |||
Gross proceeds | $ 69,000,000 | $ 68,413,500 | |
Price per share (in Dollars per share) | $ 0.01 | ||
Gross proceeds | $ 2,457,000 | ||
Transaction costs | 4,651,705 | ||
Cash underwriting fees | 586,500 | ||
Deferred underwriting fees | 2,518,500 | ||
Offering costs | $ 1,546,705 | ||
Fair market value | 80% | ||
Deposit into the trust account | 229,770 | ||
Underwriters amount | $ 233,600 | ||
Exercise Price per share (in Dollars per share) | $ 0.0333 | ||
Aggregate amount | $ 459,540 | ||
Percentage of outstanding public shares | 100% | ||
Interest of liquidation expenses | $ 100,000 | ||
Initial public offering units (in Shares) | 6,900,000 | ||
Cash | $ 656,977 | ||
Working capital deficit | $ 171,506 | ||
Trust Account [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Shares of common stock | 100% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Number of unit issued (in Shares) | 6,900,000 | 6,900,000 | |
Price of per unit (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 69,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Number of unit issued (in Shares) | 800,000 | 800,000 | |
Price of per unit (in Dollars per share) | $ 10 | $ 10 | |
Aggregate amount | $ 467,199 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of warrants | $ 2,457,000 | ||
Price per share (in Dollars per share) | $ 1 | ||
Common Stock [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Over-allotment option (in Shares) | 10 | ||
Initial public offering units (in Shares) | 10 | ||
Common Stock [Member] | Private Placement [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Initial public offering units (in Shares) | 10 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Gross proceeds | $ 2,457,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash | $ 656,977 | |
Held in cash | 69,000,000 | |
Deferred tax asset | $ 82,463 | $ 17,795 |
Effective tax rate | 0.10% | 0.30% |
Statutory tax rate | 21% | 21% |
Common Stock [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
warrants exercisable (in Shares) | 1,380,000 | |
Common Stock [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
warrants exercisable (in Shares) | 9,357,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Subject to Possible to Redemption - Common Stock Subject to Possible Redemption [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Common Stock Subject to Possible to Redemption [Line Items] | |
Gross proceeds | $ 69,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (43,470) |
Proceeds allocated to Public Rights | (3,283,710) |
Proceeds allocated to over-allotment option | (11,135) |
Common stock issuance cost | (4,376,044) |
Plus: | |
Remeasurement of carrying value to redemption value | 7,714,359 |
Common stock subject to possible redemption, December 31, 2023 | $ 69,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Redeemable [Member] | |||
Schedule of Basic and Diluted Net Loss Per Share [Line Items] | |||
Allocation of net loss | $ (12,385) | ||
Basic weighted average shares outstanding | 71,429 | ||
Basic net loss per common stock | $ (0.17) | ||
Allocation of net loss | $ (12,016) | ||
Diluted weighted average shares outstanding | 71,429 | ||
Diluted net loss per common stock | $ (0.17) | ||
Non-redeemable [Member] | |||
Schedule of Basic and Diluted Net Loss Per Share [Line Items] | |||
Allocation of net loss | $ (296,407) | $ (181,003) | |
Basic weighted average shares outstanding | 1,709,423 | 1,708,000 | |
Basic net loss per common stock | $ (0.17) | $ (0.11) | |
Allocation of net loss | $ (296,776) | $ (181,003) | |
Diluted weighted average shares outstanding | [1] | 1,764,192 | 1,708,000 |
Diluted net loss per common stock | $ (0.17) | $ (0.11) | |
[1] Excludes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Initial Public Offering [Line Items] | ||||
Common stock, par value | [1] | $ 0.0001 | $ 0.0001 | |
Restriction period for transfer | 30 years | |||
Price of per warrant | $ 0.01 | |||
Prior written notice | 30 days | |||
Exceeds per share | $ 18 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of unit issued (in Shares) | 6,900,000 | 6,900,000 | ||
Price of per unit | $ 10 | |||
Exercise Price Per Share | $ 11.5 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of unit issued (in Shares) | 800,000 | 800,000 | ||
Price of per unit | $ 10 | $ 10 | ||
Minimum [Member] | ||||
Initial Public Offering [Line Items] | ||||
Trading days | 20 days | |||
Maximum [Member] | ||||
Initial Public Offering [Line Items] | ||||
Trading days | 30 days | |||
Business Combination [Member] | ||||
Initial Public Offering [Line Items] | ||||
Expiration period | 5 years | |||
[1] Includes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Price per share | $ / shares | $ 1 |
Private Placement [Member] | |
Private Placement [Line Items] | |
Aggregate purchase price | $ | $ 2,457,000 |
Sponsor [Member] | Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Number of shares purchased an aggregate | shares | 2,457,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||
Number of days granted | 45 | |
Number of units sold | 35,000 | |
Underwriting discount | 0.85% | |
Gross proceeds | $ 586,500 | |
Percentage of deferred underwriting discount | 3.65% | |
Initial Public Offering [Member] | ||
Commitments and Contingencies [Line Items] | ||
Number of units sold | 915,000 | |
Payable of initial business combination | $ 2,518,500 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Number of units sold | 800,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 29, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |||||||
Aggregate shares | 35,000 | ||||||
Aggregate purchase price (in Dollars) | |||||||
Shares subject to forfeiture | 32,200 | ||||||
Share holders, Percentage | 22% | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate shares | 800,000 | ||||||
Related Party [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Promissory outstanding (in Dollars) | $ 557,781 | $ 557,781 | $ 670,780 | ||||
Founder Shares [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate shares | 32,200 | 1,932,000 | 2,875,000 | ||||
Shares returned | 943,000 | 2,875,000 | |||||
Founder Shares [Member] | Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Aggregate shares | 5,750,000 | ||||||
Aggregate purchase price (in Dollars) | $ 25,000 | ||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Shares subject to forfeiture | 32,200 | ||||||
Founder Shares [Member] | Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Sponsor shares | 1,964,200 | ||||||
Chief Executive Officer [Member] | Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Principal amount (in Dollars) | $ 1,500,000 | ||||||
Administrative Service Agreement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Expenses per month (in Dollars) | $ 12,000 | ||||||
Expenses incurred and paid (in Dollars) | $ 2,400 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Stockholders Deficit [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, shares authorized | [1] | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | [1] | 1,999,200 | 1,932,000 |
Common stock, shares outstanding | [1] | 1,999,200 | 1,932,000 |
Common stock subject to possible redemption | 6,900,000 | ||
Common stock subject to forfeiture | 32,200 | ||
Percentage of issued and outstanding | 22% | ||
Period ending on anniversary | 180 days | ||
Number of shares issued per unit | 1 | ||
Representative Shares | 35,000 | ||
Effective date, term | 180 days | ||
Threshold period for not to after completion of initial business combination | 30 days | ||
Public warrants exercisable term from the closing of the initial public offering | 12 months | ||
Price of per warrant (in Dollars per share) | $ 0.01 | ||
IPO [Member] | |||
Stockholders Deficit [Line Items] | |||
Representative Shares | 915,000 | ||
Effective date, term | 180 days | ||
Common Stock [Member] | |||
Stockholders Deficit [Line Items] | |||
Common stock, shares issued | 1,999,200 | 1,932,000 | |
Common stock, shares outstanding | 1,999,200 | 1,932,000 | |
Common stock subject to possible redemption | 10 | ||
Number of shares issued per unit | 1 | ||
Representative Shares | 32,200 | ||
Representative Shares [Member] | IPO [Member] | |||
Stockholders Deficit [Line Items] | |||
Effective date, term | 180 days | ||
Public Warrants [Member] | |||
Stockholders Deficit [Line Items] | |||
Threshold period for not to after completion of initial business combination | 30 days | ||
Public warrants expiration term | 5 years | ||
Price of per warrant (in Dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 years | ||
Exceeds per share (in Dollars per share) | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Redemption period, term | 30 days | ||
Sale of warrants outstanding | 6,900,000 | ||
Private Warrants [Member] | |||
Stockholders Deficit [Line Items] | |||
Sale of warrants outstanding | 2,457,000 | ||
[1] Includes an aggregate of 32,200 and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6). |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Abstract] | ||
U.S. federal net operating loss carryovers | $ 4,306 | $ 4,480 |
Change in the valuation allowance | $ 64,668 | $ 16,145 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Deferred Tax Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Net Deferred Tax Liabilities [Abstract] | ||
Net operating loss carryforward | $ 1,962 | $ 1,058 |
Startup Costs | 80,501 | 16,737 |
Total deferred tax assets | 82,463 | 17,795 |
Valuation allowance | (82,463) | (17,795) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ (226) | |
Deferred | (64,668) | $ (16,145) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 64,668 | 16,145 |
Income tax provision | $ (226) |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of The Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Valuation allowance | (20.90%) | (20.70%) |
Income tax provision | 0.10% | 0.30% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value of Hierarchy of Valuation Inputs | Dec. 31, 2023 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Schedule of Fair Value of Hierarchy of Valuation Inputs [Line Items] | |
Cash held in Trust Account | $ 69,000,000 |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of Fair Value of Hierarchy of Valuation Inputs [Line Items] | |
Over-allotment option | 11,135 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Schedule of Fair Value of Hierarchy of Valuation Inputs [Line Items] | |
Fair value of Public Warrants and Rights for common stock subject to possible redemption allocation | 43,470 |
Fair Value, Inputs, Level 3 [Member] | Public Rights [Member] | |
Schedule of Fair Value of Hierarchy of Valuation Inputs [Line Items] | |
Fair value of Public Warrants and Rights for common stock subject to possible redemption allocation | $ 3,283,710 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Valuation of the Public Warrants and Rights | Dec. 29, 2023 |
Measurement Input, Share Price [Member] | |
Schedule of Valuation of the Public Warrants and Rights [Line Items] | |
Valuation of warrants and rights | 9.52 |
Measurement Input, Expected Term [Member] | |
Schedule of Valuation of the Public Warrants and Rights [Line Items] | |
Valuation of warrants and rights | 2.38 |
Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Valuation of the Public Warrants and Rights [Line Items] | |
Valuation of warrants and rights | 4.07 |
Measurement Input, Option Volatility [Member] | |
Schedule of Valuation of the Public Warrants and Rights [Line Items] | |
Valuation of warrants and rights | 3.27 |