Yotta Acquisition (YOTA) S-4 15 Oct 24 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2024
Document Information Line Items
Entity Registrant Name	YOTTA ACQUISITION CORPORATION
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001907730
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 68,525	$ 652,395	$ 235,864
Prepaid expenses	100,504		84,486
Income tax receivable	44,737
Other receivable			10,850
Total Current Assets	213,766	652,395	331,200
Investments held in Trust Account	8,127,916	7,921,818	116,651,461
Total Assets	8,341,682	8,574,213	116,982,661
Current Liabilities
Accounts payable and accrued expenses	788,928	1,256,576	632,531
Franchise tax payable	20,821	43,600	186,180
Income tax payable		450,960	309,931
Excise tax payable	1,121,204	1,121,204
Total Current Liabilities	4,107,953	4,532,340	1,128,642
Deferred underwriting fee payable	4,025,000	4,025,000	4,025,000
Total Liabilities	8,132,953	8,557,340	5,153,642
Commitments and Contingencies (Note 6)
Common stock, value	8,127,916	7,921,818	116,651,461
Stockholders’ Deficit
Common stock, value	321	321	321
Accumulated deficit	(7,919,508)	(7,905,266)	(4,822,763)
Total Stockholders’ Deficit	(7,919,187)	(7,904,945)	(4,822,442)
Total Liabilities, Redeemable Common Stock, and Stockholders’ Deficit	8,341,682	8,574,213	116,982,661
Related Party
Current Liabilities
Promissory notes – related party	$ 2,177,000	$ 1,660,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	726,336	726,336	11,500,000
Common stock subject to possible redemption, price per share (in Dollars per share)	$ 11.19	$ 10.91	$ 10.14
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares issued	3,218,499	3,218,499	3,218,499
Common stock, shares outstanding	3,218,499	3,218,499	3,218,499

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses	$ 151,178	$ 364,503	$ 265,613	$ 1,250,729	$ 1,499,150	$ 1,020,741
Franchise tax expenses	10,571	29,392	20,943	69,337	43,600	175,600
Loss from operations	(161,749)	(393,895)	(286,556)	(1,320,066)	(1,542,750)	(1,196,341)
Interest income	103,880	793,188	206,474	2,045,290	2,788,029	1,651,461
Other income	310,899		310,899		635,100
Income before income taxes	253,030	399,293	230,817	725,224	1,880,379	455,120
Income taxes provision	(19,594)	(160,397)	(38,961)	(414,950)	(450,960)	(309,931)
Net income	$ 233,436	$ 238,896	$ 191,856	$ 310,274	$ 1,429,419	$ 145,189
Common Stock Subject To Possible Redemption
Basic weighted average shares outstanding (in Shares)	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Diluted weighted average shares outstanding (in Shares)	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Basic net income per share (in Dollars per share)	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share (in Dollars per share)	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Common Stock
Basic weighted average shares outstanding (in Shares)	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Diluted weighted average shares outstanding (in Shares)	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Basic net income per share (in Dollars per share)	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share (in Dollars per share)	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 287	$ 24,713	$ (11,769)	$ 13,231
Balance (in Shares) at Dec. 31, 2021	2,874,999
Sale of private placement units	$ 34	3,434,966		3,435,000
Sale of private placement units (in Shares)	343,500
Proceeds allocated to Public Warrants classified as equity		690,000		690,000
Proceeds allocated to Public Rights classified as equity		8,280,000		8,280,000
Offering costs allocated to Public Warrants and Public Rights classified as equity		(527,624)		(527,624)
Remeasurement of common stock to redemption value		(11,902,055)	(4,956,183)	(16,858,238)
Net income (loss)			145,189	145,189
Balance at Dec. 31, 2022	$ 321		(4,822,763)	$ (4,822,442)
Balance (in Shares) at Dec. 31, 2022	3,218,499			3,218,499
Accretion of common stock to redemption value			(1,906,712)	$ (1,906,712)
Net income (loss)			71,378	71,378
Balance at Mar. 31, 2023	$ 321		(6,658,097)	(6,657,776)
Balance (in Shares) at Mar. 31, 2023	3,218,499
Balance at Dec. 31, 2022	$ 321		(4,822,763)	$ (4,822,442)
Balance (in Shares) at Dec. 31, 2022	3,218,499			3,218,499
Net income (loss)				$ 310,274
Balance at Jun. 30, 2023	$ 321		(7,908,957)	(7,908,636)
Balance (in Shares) at Jun. 30, 2023	3,218,499
Balance at Dec. 31, 2022	$ 321		(4,822,763)	$ (4,822,442)
Balance (in Shares) at Dec. 31, 2022	3,218,499			3,218,499
Remeasurement of common stock to redemption value			(3,390,718)	$ (3,390,718)
Capital contribution made by Sponsor related to the stockholder non-redemption agreements		446,735		446,735
Cost of raising capital related to the stockholder non-redemption agreements		(446,735)		(446,735)
Excise tax imposed on common stock redemptions			(1,121,204)	(1,121,204)
Net income (loss)			1,429,419	1,429,419
Balance at Dec. 31, 2023	$ 321		(7,905,266)	$ (7,904,945)
Balance (in Shares) at Dec. 31, 2023	3,218,499			3,218,499
Balance at Mar. 31, 2023	$ 321		(6,658,097)	$ (6,657,776)
Balance (in Shares) at Mar. 31, 2023	3,218,499
Accretion of common stock to redemption value			(726,532)	(726,532)
Excise tax liability			(763,224)	(763,224)
Net income (loss)			238,896	238,896
Balance at Jun. 30, 2023	$ 321		(7,908,957)	(7,908,636)
Balance (in Shares) at Jun. 30, 2023	3,218,499
Balance at Dec. 31, 2023	$ 321		(7,905,266)	$ (7,904,945)
Balance (in Shares) at Dec. 31, 2023	3,218,499			3,218,499
Accretion of common stock to redemption value			(102,444)	$ (102,444)
Net income (loss)			(41,580)	(41,580)
Balance at Mar. 31, 2024	$ 321		(8,049,290)	(8,048,969)
Balance (in Shares) at Mar. 31, 2024	3,218,499
Balance at Dec. 31, 2023	$ 321		(7,905,266)	$ (7,904,945)
Balance (in Shares) at Dec. 31, 2023	3,218,499			3,218,499
Net income (loss)				$ 191,856
Balance at Jun. 30, 2024	$ 321		(7,919,508)	$ (7,919,187)
Balance (in Shares) at Jun. 30, 2024	3,218,499			3,218,499
Balance at Mar. 31, 2024	$ 321		(8,049,290)	$ (8,048,969)
Balance (in Shares) at Mar. 31, 2024	3,218,499
Accretion of common stock to redemption value			(103,654)	(103,654)
Net income (loss)			233,436	233,436
Balance at Jun. 30, 2024	$ 321		$ (7,919,508)	$ (7,919,187)
Balance (in Shares) at Jun. 30, 2024	3,218,499			3,218,499

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 191,856	$ 310,274	$ 1,429,419	$ 145,189
Adjustments to reconcile net cash used in operating activities:
Interest earned on investments held in Trust Account	(206,098)	(2,042,847)	(2,781,123)	(1,651,461)
Changes in operating assets and liabilities:
Prepaid expenses	(100,504)	73,279	84,486	(84,486)
Other receivable		10,850	10,850	(10,850)
Accounts payable and accrued expenses	(467,648)	574,909	624,045	610,742
Income tax payable	(495,697)	105,019	141,029	309,931
Franchise tax payable	(22,779)	(116,843)	(142,580)	175,600
Net cash used in operating activities	(1,100,870)	(1,085,359)	(633,874)	(505,334)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account				(115,000,000)
Cash deposited in Trust Account		(1,510,100)	(1,750,100)
Cash withdrawn from Trust Account to pay taxes		919,704	1,140,505
Cash withdrawn from Trust Account to pay redeemed public stockholders		76,322,364	112,120,361
Net cash provided by investing activities		75,731,968	111,510,766	(115,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of public units through public offering				115,000,000
Proceeds from sale of private placement units				3,435,000
Repayment of promissory note to related party				(250,000)
Payment of underwriters’ commissions				(2,300,000)
Payment of deferred offering costs				(339,802)
Payment to redeemed public stockholders		(76,322,364)	(112,120,361)
Term extension fees paid by target company		635,100
Proceeds from promissory note-related party	517,000	1,265,000	1,660,000
Net cash provided by (used in) financing activities	517,000	(74,422,264)	(110,460,361)	115,545,198
Net change in cash	(583,870)	224,345	416,531	39,864
Cash, beginning of the period	652,395	235,864	235,864	196,000
Cash, end of the period	68,525	460,209	652,395	235,864
Supplemental Disclosure of Non-cash Financing Activities
Initial classification of common stock subject to redemption				106,030,000
Deferred underwriting fee				4,025,000
Remeasurement of common stock to redemption value			3,390,718	16,858,238
Franchise and income taxes paid			475,048
Accretion of common stock to redemption value	206,098	2,633,244
Excise tax payable		$ 763,224	$ 1,121,204

Description of Organization and

Description of Organization and Business Operations	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Yotta Acquisition Corporation (the “Company”) is a blank check company incorporated as a Delaware corporation on March 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company intends to focus on target businesses in and around the high technology, blockchain and other general business industries globally. As of June 30, 2024, the Company had not commenced any operations. All activities through June 30, 2024 are related to the Company’s formation and the initial public offering (“IPO” as described below in Note 3) and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is Yotta Investments LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO became effective on April 19, 2022. On April 22, 2022, the Company consummated the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $100,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 313,500 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $3,135,000, which is described in Note 4. The Company granted the underwriters a 45 -day -allotments -allotment -allotment Transaction costs amounted to $6,764,402, consisting $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees (payable only upon completion of a Business Combination) and $439,402 of other offering costs. Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Initially, the Company had until 9 months from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over -allotment -allotment On April 19, 2023, the Company held a special meeting of stockholders (the “April Special Meeting”). During the April Special Meeting, stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from April 22, 2023 to April 22, 2024 on a month -by-month -month On September 22, 2023, the Company held a special meeting of stockholders (the “September Special Meeting”). During the September Special Meeting, stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 22, 2023 to August 22, 2024 and (ii) an amendment to the Company’s Trust Agreement as amended on April 19, 2023 to provide that the time for the Company to complete its initial business combination under the Trust Agreement shall be extended from September 22, 2023 to August 22, 2024 without depositing any additional funds to the Trust Account. Additionally, the Company and the Sponsor entered into agreements with several third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its IPO (See Note 6). In connection with the stockholders’ vote at the special meeting, an aggregate of 3,358,759 shares with redemption value of approximately $35,797,997 (or $10.66 per share) of the Company’s common stock were tendered for redemption; the entire amount was paid to the redeemed public stockholders on October 16, 2023. The Company has until 28 months (or by August 22, 2024) from the closing of the IPO to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Insider Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Business Combination On October 24, 2022, the Company, NaturalShrimp Incorporated, a Nevada corporation (“NaturalShrimp” or the “Target”), and Yotta Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly -owned -owned By a letter dated August 10, 2023 (the “Termination Letter”), the Company informed NaturalShrimp that it was terminating Merger Agreement. The termination of the Merger Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which Yotta must complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion despite being notified of its obligation to do so. NaturalShrimp has not responded to the Termination Letter but previously sent a notification that it was terminating the Merger Agreement. Yotta rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate it. Moreover, pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger Agreement when it was in breach of its terms. The Company also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms of the Merger Agreement. There have been no further developments with respect to the Merger Agreement or the Termination Letter. Liquidity and Going Concern Consideration As of June 30, 2024, the Company had cash of $68,525 and a working capital deficit of $3,894,187. On each of April 21, 2023, May 19, 2023, June 20, 2023, July 21, 2023, and August 21, 2023, the Company made a deposit of $120,000 to the Trust Account and extended the time to complete a Business Combination to September 22, 2023. On September 22, 2023, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to permit an extension to August 22, 2024 without depositing any additional funds to the Trust Account. It is uncertain that the Company will be able to consummate a Business Combination by the extended date (or August 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by August 22, 2024, there will be a mandatory liquidation and subsequent dissolution. The Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties In February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian -backed As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The IR Act tax provisions had an impact on the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and September 2023; as a result, the Company recorded $1,121,204 excise tax liability as of June 30, 2024. During the second quarter 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.	Note 1 — Description of Organization and Business Operations Organization and General Yotta Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company intends to focus on target businesses in and around the high technology, blockchain and other general business industries globally. As of December 31, 2023, the Company had not commenced any operations. All activities through December 31, 2023 are related to the Company’s formation and the initial public offering (“IPO” as described below in Note 3) and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is Yotta Investments LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO became effective on April 19, 2022. On April 22, 2022, the Company consummated the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $100,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 313,500 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $3,135,000, which is described in Note 4. The Company granted the underwriters a 45 -day -allotments -allotment -allotment Transaction costs amounted to $6,764,402, consisting $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees (payable only upon completion of a Business Combination) and $439,402 of other offering costs. Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Initially, the Company had until 9 months from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over -allotment -allotment On April 19, 2023, the Company held a special meeting of stockholders (the “April Special Meeting”). During the April Special Meeting, stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from April 22, 2023 to April 22, 2024 on a month -by-month -month On September 22, 2023, the Company held a special meeting of stockholders (the “September Special Meeting”). During the September Special Meeting, stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 22, 2023 to August 22, 2024 and (ii) an amendment to the Company’s Trust Agreement as amended on April 19, 2023 to provide that the time for the Company to complete its initial business combination under the Trust Agreement shall be extended from September 22, 2023 to August 22, 2024 without depositing any additional funds to the Trust Account. Additionally, the Company and the Sponsor entered into agreements with several third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its IPO (See Note 6). In connection with the stockholders’ vote at the special meeting, an aggregate of 3,358,759 shares with redemption value of approximately $35,797,997 (or $10.66 per share) of the Company’s common stock were tendered for redemption; the entire amount was paid to the redeemed public stockholders on October 16, 2023. The Company has until 28 months (or by August 22, 2024) from the closing of the IPO to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Insider Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Business Combination On October 24, 2022, the Company, NaturalShrimp Incorporated, a Nevada corporation (“NaturalShrimp” or the “Target”), and Yotta Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly -owned -owned By a letter dated August 10, 2023 (the “Termination Letter”), the Company informed NaturalShrimp that it was terminating Merger Agreement. The termination of the Merger Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which Yotta must complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion despite being notified of its obligation to do so. NaturalShrimp has not responded to the Termination Letter but previously sent a notification that it was terminating the Merger Agreement. Yotta rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate it. Moreover, pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger Agreement when it was in breach of its terms. The Company also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms of the Merger Agreement. There have been no further developments with respect to the Merger Agreement or the Termination Letter. As of December 31, 2023, the Company recorded $635,100 representing total extension fee received from NaturalShrimp as other income in the statement of operations. Liquidity and Going Concern Consideration As of December 31, 2023, the Company had cash of $652,395 and a working capital deficit of $3,879,945. On each of April 21, 2023, May 19, 2023, June 20, 2023, July 21, 2023, and August 21, 2023, the Company made a deposit of $120,000 to the Trust Account and extended the time to complete a Business Combination to September 22, 2023. On September 22, 2023, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to permit an extension to August 22, 2024 without depositing any additional funds to the Trust Account. It is uncertain that the Company will be able to consummate a Business Combination by the extended date (or August 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by August 22, 2024, there will be a mandatory liquidation and subsequent dissolution. The Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties In February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian -backed As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The IR Act tax provisions had an impact on the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and September 2023; as a result, the Company recorded $1,121,204 excise tax liability as of December 31, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period. These financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term not Stock Compensation Expense The Company accounts for stock -based -based -classified -based The Company’s Insider Shares were granted to certain independent directors subject to a performance condition, namely the occurrence of a Business Combination. This performance condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Insider Shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no -based Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. The Company’s effective tax rate was 7.74% and 40.17% for the three months ended June 30, 2024 and 2023, respectively; and 16.88% and 57.22% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended June 30, 2024 and 2023, due to the change in valuation of deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Net (Loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company’s unaudited condensed consolidated statements of operations for subsequent periods will include a presentation of income per redeemable share and income per non -redeemable -class Net (loss) income per common share is computed by dividing net income by the weighted -average -redeemable The net income per share presented in the unaudited condensed consolidated statement of operations is based on the following: For the Three Months Ended For the Three Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 42,981 $ 190,455 $ 151,389 $ 87,507 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 5,568,076 3,218,499 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.03 $ 0.03 Six Months Ended Six Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 35,325 $ 156,531 $ 225,304 $ 84,970 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 8,534,038 3,218,499 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.03 $ 0.03 Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -classified Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $11.19 and $10.91 per share, as of June 30, 2024 and December 31, 2023, respectively, 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in Investments Held in Trust Account Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of these securities are included in the income from investments held in the Trust Account in the accompanying audited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates In preparing these consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term not Stock Compensation Expense The Company accounts for stock -based -based -classified -based The Company’s Insider Shares were granted to certain independent directors subject to a performance condition, namely the occurrence of a Business Combination. This performance condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Insider Shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no -based Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company’s consolidated statements of operations for subsequent periods will include a presentation of income per redeemable share and income per non -redeemable -class Net income per common share is computed by dividing net income by the weighted -average -redeemable The net income per share presented in the statement of operations is based on the following: For the Year Ended For the Year Ended Redeemable Non- Redeemable Non- Basic and diluted net income per share: Numerators: Allocation of net income $ 894,324 $ 535,095 $ 106,441 $ 38,748 Denominators: Basic and diluted weighted average shares outstanding 5,379,201 3,218,499 7,972,527 2,902,212 Basic and diluted net income per share $ 0.17 $ 0.17 $ 0.01 $ 0.01 Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -classified Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.91 and $10.14 per share, as of December 31, 2023 and 2022, respectively, 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in Investments Held in Trust Account Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying audited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO closed on April 22, 2022, the Company sold 10,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45 -day -allotments -allotment -tenth All of the 11,500,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of June 30, 2024 and December 31, 2023, the shares of common stock reflected on the condensed consolidated balance sheets are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (690,000 ) Proceeds allocated to Public Rights (8,280,000 ) Offering costs of Public Shares (6,236,777 ) Plus: Accretion of carrying value to redemption value 16,858,238 Common stock subject to possible redemption – December 31, 2022 116,651,461 Accretion of carrying value to redemption value 4,531,223 Cash withdrawn from Trust Account to pay franchise and income taxes (1,140,505 ) Payment to redeemed public stockholders (112,120,361 ) Common stock subject to possible redemption – December 31, 2023 7,921,818 Accretion of carrying value to redemption value 206,098 Common stock subject to possible redemption – June 30, 2024 $ 8,127,916	Note 3 — Initial Public Offering Pursuant to the IPO on April 22, 2022, the Company sold 10,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45 -day -allotments -allotment -tenth All of the 11,500,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of December 31, 2023 and 2022, the shares of common stock reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (690,000 ) Proceeds allocated to Public Rights (8,280,000 ) Offering costs of Public Shares (6,236,777 ) Plus: Accretion of carrying value to redemption value 16,858,238 Common stock subject to possible redemption – December 31, 2022 116,651,461 Accretion of carrying value to redemption value 4,531,223 Cash withdrawn from Trust Account to pay franchise and income taxes (1,140,505 ) Payment to redeemed public stockholders (112,120,361 ) Common stock subject to possible redemption – December 31, 2023 $ 7,921,818

Private Placement

Private Placement	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 313,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $3,135,000 in a private placement. Simultaneously with the closing of the over -allotment	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 313,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $3,135,000 in a private placement. Simultaneously with the closing of the over -allotment

Related Party Transactions

Related Party Transactions	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Insider Shares On December 28, 2021, the Company issued 2,875,000 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregated consideration of $25,000, or approximately $0.0087 per share. Such shares included up to 375,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over -allotment On March 7, 2022, the Sponsor surrendered 1,150,000 shares of common stock without any consideration. On April 5, 2022, the Sponsor declared a dividend, payable in shares of common stock, of two -thirds -allotment The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Promissory Note — Related Party On December 28, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest -free On January 20, 2023, the Company issued an unsecured promissory note of $575,000 (“Promissory Note 1”) to the Sponsor in exchange for its depositing such amount into the Trust Account to extend the time for the Company to complete a business combination from January 22, 2023 to April 22, 2023. On January 20, 2023, the Company deposited $1,150,000 into the Trust Account, which included $575,000 paid by NaturalShrimp pursuant to the terms of the Agreement. On February 5, 2023, the Sponsor loaned the Company $250,000 (“Promissory Note 2”) to cover expenses related to the Business Combination. On April 21, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 3”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from April 22, 2023 to May 22, 2023 and the remaining $80,000 to cover working capital needs. On May 17, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 4”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from May 22, 2023 to June 22, 2023 and the remaining $80,000 to cover working capital needs. On June 20, 2023, the Company deposited $120,000 into the Trust Account to extend the time to complete the Business Combination from June 22, 2023 to July 22, 2023. Pursuant to the terms of the Agreement, the Target paid one -half On July 18, 2023, the Company issued an unsecured promissory note of $160,000 (“Promissory Note 6”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from July 22, 2023 to August 22, 2023 and the remaining $40,000 to cover working capital needs. On August 18, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 7”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from August 22, 2023 to September 22, 2023 and the remaining $80,000 to cover working capital needs. On November 29, 2023, the Company issued an unsecured promissory note of $35,000 (“Promissory Note 8”) to the Sponsor to cover working capital needs. On January 7, 2024 and April 19, 2024, the Company issued two unsecured convertible promissory notes of up to $540,000 each time to the Sponsor (“Convertible Note 1 and Convertible Note 2”) to cover working capital needs. The holder of the Convertible Notes, in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination. The Company drew down $517,000 and $0 of the Convertible Note 1 and Convertible Note 2, respectively, as of June 30, 2024. All eight Promissory Notes and Convertible Note are interest -free Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans. Administrative Services Agreement The Company entered into an agreement, commencing on April 19, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the three and six months ended June 30, 2024, the Company incurred $30,000 and $60,000, respectively, in fees for these services. The Company paid $170,000 to the Sponsor on June 24, 2024. As of June 30, 2024 and December 31, 2023, $10,000 and $120,000 were included in accrued expenses in the accompanying balance sheets. Other Mr. Michael Lazar who has been an independent director of the board since April 2022, also is the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services. The Company incurred $2,850 for both the three and six months ended June 30, 2024, and will pay $1,000 per quarter for ongoing compliance filings. On April 26, 2024, Mr. Michael Lazar resigned from his position as a director of the board. Mr. Lazard’s resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices.	Note 5 — Related Party Transactions Insider Shares On December 28, 2021, the Company issued 2,875,000 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregated consideration of $25,000, or approximately $0.0087 per share. Such shares included up to 375,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over -allotment On March 7, 2022, the Sponsor surrendered 1,150,000 shares of common stock without any consideration. On April 5, 2022, the Sponsor declared a dividend, payable in shares of common stock, of two -thirds -allotment The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Promissory Note — Related Party On December 28, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest -free On January 20, 2023, the Company issued an unsecured promissory note of $575,000 (“Promissory Note 1”) to the Sponsor in exchange for its depositing such amount into the Trust Account to extend the time for the Company to complete a business combination from January 22, 2023 to April 22, 2023. On January 20, 2023, the Company deposited $1,150,000 into the Trust Account, which included $575,000 paid by NaturalShrimp pursuant to the terms of the Agreement. On February 5, 2023, the Sponsor loaned the Company $250,000 (“Promissory Note 2”) to cover expenses related to the Business Combination. On April 21, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 3”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from April 22, 2023 to May 22, 2023 and the remaining $80,000 to cover working capital needs. On May 17, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 4”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from May 22, 2023 to June 22, 2023 and the remaining $80,000 to cover working capital needs. On June 20, 2023, the Company deposited $120,000 into the Trust Account to extend the time to complete the Business Combination from June 22, 2023 to July 22, 2023. Pursuant to the terms of the Agreement, the Target paid one -half On July 18, 2023, the Company issued an unsecured promissory note of $160,000 (“Promissory Note 6”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from July 22, 2023 to August 22, 2023 and the remaining $40,000 to cover working capital needs. On August 18, 2023, the Company issued an unsecured promissory note of $200,000 (“Promissory Note 7”) to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company to complete a business combination from August 22, 2023 to September 22, 2023 and the remaining $80,000 to cover working capital needs. On November 29, 2023, the Company issued an unsecured promissory note of $35,000 (“Promissory Note 8”) to the Sponsor to cover working capital needs. All eight Promissory Notes are interest -free Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of December 31, 2023 and 2022, the Company had no Administrative Services Agreement The Company entered into an agreement, commencing on April 19, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of initial Business Combination. For the year ended December 31, 2023 and 2022, the Company incurred $120,000 and $80,000, respectively, in fees for these services, of which $120,000 and $80,000 were included in accrued expenses in the accompanying balance sheets as of December 31, 2023 and 2022, respectively. On January 26, 2023, the Company paid $80,000 accrued administrative support expenses in cash. Other Mr. Michael Lazar who has been an independent director of the board since April 2022, also is the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services. The Company incurred $29,359 and $18,050 for the year ended December 31, 2023 and 2022, respectively, and will pay $1,000 per quarter for ongoing compliance filings.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Insider Shares issued and outstanding as of April 19, 2022, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon the exercise of the warrants and conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement signed on April 19, 2022. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Insider 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 private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy -back Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO (including the exercise of the over -allotment -allotment Non-Redemption Agreements On September 19 -21 -Redemption -Redeemed -Redeemed -Redeemed -Redeemed -in Right of First Refusal The Company granted Chardan for a period of 18 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as book -running -handed	Note 6 — Commitments and Contingencies Registration Rights The holders of the Insider Shares issued and outstanding as of April 19, 2022, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon the exercise of the warrants and conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement signed on April 19, 2022. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Insider 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 private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy -back Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO (including the exercise of the over -allotment -allotment Non-Redemption Agreements On September 19 -21 -Redemption -Redeemed -Redeemed -Redeemed -Redeemed -in Right of First Refusal The Company has granted Chardan for a period of 18 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as book -running -handed

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Common Stock -thirds -allotment Rights -tenth -converted 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, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. As of June 30, 2024 and December 31, 2023, there were 11,843,500 rights issued and outstanding. Public Warrants In addition, if (x) the Company issues additional shares of common stock or equity -linked Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Private Warrants	Note 7 — Stockholders’ Equity Common Stock -thirds -allotment Rights -tenth -converted 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, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. Public Warrants In addition, if (x) the Company issues additional shares of common stock or equity -linked and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Price”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Private Warrants

Fair Value Measurements

Fair Value Measurements	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s consolidated 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 the assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets and liabilities that are measured at fair value on June 30, 2024 and December 31, 2023, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 8,127,916 $ 8,127,916 $ — $ — December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ — $ —	Note 8 — Fair Value Measurements The fair value of the Company’s consolidated 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 the assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31, 2023 and 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ — $ — December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 116,651,461 $ 116,651,461 $ — $ —

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: December 31, 2023 2022 Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,654 65,574 Total deferred tax asset 121,654 65,574 Valuation allowance (121,654 ) (65,574 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the Year Ended 2023 2022 Federal Current $ 450,960 $ 309,931 Deferred (56,079 ) (65,574 ) State Current $ — $ — Deferred — — Change in valuation allowance 56,079 65,574 Income tax provision $ 450,960 $ 309,931 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the Year Ended 2023 2022 Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 0.00 % 32.69 % Change in valuation allowance 2.98 % 14.41 % Effective income tax rate 23.96 % 68.10 % As of December 31, 2023 and 2022, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. 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. The change in the valuation allowance was $56,079 and $65,574 for the year ended December 31, 2023 and 2022, respectively. The provisions for U.S. federal and state income taxes were $450,960 and $309,931 for the year ended December 31, 2023 and 2022, respectively. The Company’s tax returns for the year ended December 31, 2023, 2022 and 2021 remain open and subject to examination.

Subsequent Events

Subsequent Events	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based on the review, as further disclosed in the footnotes and except as disclosed below, management did not any subsequent event requiring disclosure in the consolidated financial statements. On July 18, 2024, the Company drew down $23,000 and $37,000 from Convertible Note 1 and Convertible Note 2, respectively, to cover working capital needs. On August -owned -owned The board of directors of Yotta has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of Yotta. Pursuant to the Merger Agreement, DRIVEiT deposited $1,100,000 into Sponsor’s operating account to repay indebtedness owed to the Sponsor and $400,000 into the Company’s operating account to cover merger related transaction costs. On August	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based on the review, as further disclosed in the footnotes and except as disclosed below, management did not any subsequent event requiring disclosure in the consolidated financial statements. On January 10, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2) (the “Rule”) because the Company has not maintained a minimum Market Value of Listed Securities (“MVLS”) of at least $50 million. The Notice has no immediate effect on the listing or trading of the Company’s listed securities (the “Listed Securities”). The Company has 180 calendar days from the date of the Notice, or until July 8, 2024, to regain compliance. If at any time during this 180 day period the MVLS is at least $50 million for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market (the “Capital Market”). In order to transfer, the Company must submit an on -line

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period. These financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10 -K	Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates In preparing these consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term not	Cash and Cash Equivalents The Company considers all short -term not
Stock Compensation Expense	Stock Compensation Expense The Company accounts for stock -based -based -classified -based The Company’s Insider Shares were granted to certain independent directors subject to a performance condition, namely the occurrence of a Business Combination. This performance condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Insider Shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no -based	Stock Compensation Expense The Company accounts for stock -based -based -classified -based The Company’s Insider Shares were granted to certain independent directors subject to a performance condition, namely the occurrence of a Business Combination. This performance condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Insider Shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no -based
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. The Company’s effective tax rate was 7.74% and 40.17% for the three months ended June 30, 2024 and 2023, respectively; and 16.88% and 57.22% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended June 30, 2024 and 2023, due to the change in valuation of deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term
Net (Loss) Income Per Share	Net (Loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company’s unaudited condensed consolidated statements of operations for subsequent periods will include a presentation of income per redeemable share and income per non -redeemable -class Net (loss) income per common share is computed by dividing net income by the weighted -average -redeemable The net income per share presented in the unaudited condensed consolidated statement of operations is based on the following: For the Three Months Ended For the Three Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 42,981 $ 190,455 $ 151,389 $ 87,507 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 5,568,076 3,218,499 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.03 $ 0.03 Six Months Ended Six Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 35,325 $ 156,531 $ 225,304 $ 84,970 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 8,534,038 3,218,499 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.03 $ 0.03	Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company’s consolidated statements of operations for subsequent periods will include a presentation of income per redeemable share and income per non -redeemable -class Net income per common share is computed by dividing net income by the weighted -average -redeemable The net income per share presented in the statement of operations is based on the following: For the Year Ended For the Year Ended Redeemable Non- Redeemable Non- Basic and diluted net income per share: Numerators: Allocation of net income $ 894,324 $ 535,095 $ 106,441 $ 38,748 Denominators: Basic and diluted weighted average shares outstanding 5,379,201 3,218,499 7,972,527 2,902,212 Basic and diluted net income per share $ 0.17 $ 0.17 $ 0.01 $ 0.01
Warrants	Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -classified	Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -classified
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $11.19 and $10.91 per share, as of June 30, 2024 and December 31, 2023, respectively, 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.91 and $10.14 per share, as of December 31, 2023 and 2022, respectively, 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in
Investments Held in Trust Account	Investments Held in Trust Account Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of these securities are included in the income from investments held in the Trust Account in the accompanying audited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over -allotment -7 The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying audited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.	Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of Net Income Per Share Presented in the Statement of Operations	The net income per share presented in the unaudited condensed consolidated statement of operations is based on the following: For the Three Months Ended For the Three Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 42,981 $ 190,455 $ 151,389 $ 87,507 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 5,568,076 3,218,499 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.03 $ 0.03 Six Months Ended Six Months Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per share: Numerators: Allocation of net income $ 35,325 $ 156,531 $ 225,304 $ 84,970 Denominators: Basic and diluted weighted average shares outstanding 726,336 3,218,499 8,534,038 3,218,499 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.03 $ 0.03	The net income per share presented in the statement of operations is based on the following: For the Year Ended For the Year Ended Redeemable Non- Redeemable Non- Basic and diluted net income per share: Numerators: Allocation of net income $ 894,324 $ 535,095 $ 106,441 $ 38,748 Denominators: Basic and diluted weighted average shares outstanding 5,379,201 3,218,499 7,972,527 2,902,212 Basic and diluted net income per share $ 0.17 $ 0.17 $ 0.01 $ 0.01

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Initial Public Offering [Abstract]
Schedule of Shares of Common Stock Reflected on the Balance Sheets are Reconciled	As of June 30, 2024 and December 31, 2023, the shares of common stock reflected on the condensed consolidated balance sheets are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (690,000 ) Proceeds allocated to Public Rights (8,280,000 ) Offering costs of Public Shares (6,236,777 ) Plus: Accretion of carrying value to redemption value 16,858,238 Common stock subject to possible redemption – December 31, 2022 116,651,461 Accretion of carrying value to redemption value 4,531,223 Cash withdrawn from Trust Account to pay franchise and income taxes (1,140,505 ) Payment to redeemed public stockholders (112,120,361 ) Common stock subject to possible redemption – December 31, 2023 7,921,818 Accretion of carrying value to redemption value 206,098 Common stock subject to possible redemption – June 30, 2024 $ 8,127,916	As of December 31, 2023 and 2022, the shares of common stock reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (690,000 ) Proceeds allocated to Public Rights (8,280,000 ) Offering costs of Public Shares (6,236,777 ) Plus: Accretion of carrying value to redemption value 16,858,238 Common stock subject to possible redemption – December 31, 2022 116,651,461 Accretion of carrying value to redemption value 4,531,223 Cash withdrawn from Trust Account to pay franchise and income taxes (1,140,505 ) Payment to redeemed public stockholders (112,120,361 ) Common stock subject to possible redemption – December 31, 2023 $ 7,921,818

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value	The following tables present information about the Company’s assets and liabilities that are measured at fair value on June 30, 2024 and December 31, 2023, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 8,127,916 $ 8,127,916 $ — $ — December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ — $ —	The following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31, 2023 and 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ — $ — December 31, Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 116,651,461 $ 116,651,461 $ — $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Company’s Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2023 2022 Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,654 65,574 Total deferred tax asset 121,654 65,574 Valuation allowance (121,654 ) (65,574 ) Deferred tax asset, net of allowance $ — $ —
Shedule of Income Tax Provision Consists	The income tax provision consists of the following: For the Year Ended 2023 2022 Federal Current $ 450,960 $ 309,931 Deferred (56,079 ) (65,574 ) State Current $ — $ — Deferred — — Change in valuation allowance 56,079 65,574 Income tax provision $ 450,960 $ 309,931
Schedule of Company’s Statutory Income Tax Rate to the Company’s Effective Income Tax Rate	A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the Year Ended 2023 2022 Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 0.00 % 32.69 % Change in valuation allowance 2.98 % 14.41 % Effective income tax rate 23.96 % 68.10 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 22, 2023	Apr. 19, 2023	Sep. 22, 2023	Apr. 19, 2023	Apr. 27, 2022	Apr. 22, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 07, 2024	Aug. 21, 2023	Jul. 21, 2023	Jun. 20, 2023	May 19, 2023	May 17, 2023	Apr. 21, 2023	Jan. 20, 2023	Aug. 16, 2022
Description of Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)											$ 0.1
Transaction costs											$ 6,764,402
Underwriting fees											2,300,000
Deferred underwriting fees									$ 4,025,000		4,025,000
Other offering costs											439,402
Gross proceed					$ 115,000,000							$ 3,435,000
Fair market value									80%		80%
Business combination, percentage of voting securities											50%
Deposit		$ 120,000		$ 120,000			$ 1,000,000		$ 1,000,000		$ 1,000,000			$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 1,150,000
Aggregate value									2,000,000		2,000,000
Stockholders vote (in Shares)	3,358,759	7,414,905	3,358,759	7,414,905
Redemption value	$ 35,797,997		$ 35,797,997	$ 76,322,364
Termination fee											3,000,000
Other income							310,899		310,899		635,100
Cash							68,525		68,525		652,395
Working capital deficit							3,894,187		3,894,187		3,879,945
Excise tax payable							1,121,204		1,121,204		$ 1,121,204
Underwriting fees									2,300,000
Offering costs							439,402		439,402
Aggregate shares (in Shares)	3,358,759	7,414,905
Redemption value	$ 10.66			$ 76,322,364
Common stock, price per share (in Dollars per share)		$ 10.29		$ 10.29									$ 10
Termination fee									3,000,000
Excise tax																					1%
Fair market value percentage																					1%
Business combination [Member]
Description of Organization and Business Operations [Line Items]
Transaction costs							$ 6,764,402		$ 6,764,402
Outstanding voting securities percentage							50%		50%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)						10,000,000
Price per unit (in Dollars per share)						$ 10
Gross proceeds						$ 100,000,000
IPO [Member] | Business combination [Member]
Description of Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)							$ 10		$ 10
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)					30,000	313,500
Price per unit (in Dollars per share)					$ 10	$ 10
Gross proceeds						$ 3,135,000
Private Placement [Member] | Underwriters [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)					30,000
Price per unit (in Dollars per share)					$ 10		10		$ 10		$ 10
Gross proceeds					$ 300,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)					1,500,000	1,500,000			1,500,000
Price per unit (in Dollars per share)							0.1		$ 0.1
Gross proceeds					$ 15,000,000
Deposit											$ 1,150,000
Aggregate value									$ 2,300,000		$ 2,300,000
Over-Allotment Option [Member] | Underwriters [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)					1,500,000	1,500,000
Price per unit (in Dollars per share)					$ 10
Gross proceeds					$ 15,000,000
Public Units [Member]
Description of Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)					$ 10		10		$ 10
Public Units [Member] | Third party [Member]
Description of Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)							$ 10		$ 10
Underwriters [Member]
Description of Organization and Business Operations [Line Items]
Deposit							$ 1,150,000		$ 1,150,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 27, 2022	Jan. 28, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies [Abstract]
Cash			$ 68,525		$ 68,525		$ 652,395	$ 235,864
Cash equivalents
Stock-based compensation expense
Shares granted (in Shares)		16,666
Estimated fair value		$ 123,900
Price per share (in Dollars per share)		$ 7.38
Unrecognized tax benefits
Accrued interest and penalties
Federal depository insurance coverage			$ 250,000		$ 250,000		$ 250,000
Diluted per share (in Shares)					11,843,500		11,843,500
Redemption value per share (in Dollars per share)			$ 11.19		$ 11.19		$ 10.91	$ 10.14
Trust account	$ 115,000,000							$ 3,435,000
Effective tax rate			7.74%	40.17%	16.88%	57.22%	23.96%	68.10%
Statutory tax rate			21%	21%			21%	21%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Net Income Per Share Presented in the Statement of Operations - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Redeemable Shares [Member]
Numerators:
Allocation of net income	$ 42,981	$ 151,389	$ 35,325	$ 225,304	$ 894,324	$ 106,441
Denominators:
Basic weighted average shares outstanding	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Diluted weighted average shares outstanding	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Basic net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Non Redeemable Shares [Member]
Numerators:
Allocation of net income	$ 190,455	$ 87,507	$ 156,531	$ 84,970	$ 535,095	$ 38,748
Denominators:
Basic weighted average shares outstanding	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Diluted weighted average shares outstanding	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Basic net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended		6 Months Ended
	Apr. 27, 2022	Apr. 22, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Initial Public Offering [Line Items]
Price per Unit (in Dollars per share)				$ 0.1
Common stock, shares issued			3,218,499	3,218,499	3,218,499
Public right	1		11,843,500	11,843,500
Common stock, per share (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
IPO [Member]
Initial Public Offering [Line Items]
Number units issued		10,000,000
Price per Unit (in Dollars per share)		$ 10
gross proceeds (in Dollars)		$ 100,000,000
Sale of units in initial public offering		11,500,000
Sale of shares		11,500,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number units issued	1,500,000	1,500,000	1,500,000
Price per Unit (in Dollars per share)			$ 0.1
gross proceeds (in Dollars)	$ 15,000,000
Over-Allotment Option [Member] | Underwriters [Member]
Initial Public Offering [Line Items]
Number units issued	1,500,000	1,500,000
Price per Unit (in Dollars per share)	$ 10
gross proceeds (in Dollars)	$ 15,000,000
Public Right [Member]
Initial Public Offering [Line Items]
Common stock, shares issued	1
Public Warrant [Member]
Initial Public Offering [Line Items]
Common stock, shares issued	1
Redeemable warrant	1
Common stock, per share (in Dollars per share)	$ 11.5

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Shares of Common Stock Reflected on the Balance Sheets are Reconciled - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Shares of Common Stock Reflected on the Balance Sheets are Reconciled [Abstract]
Gross proceeds			$ 115,000,000
Less:
Proceeds allocated to Public Warrants			(690,000)
Proceeds allocated to Public Rights			(8,280,000)
Offering costs of Public Shares			(6,236,777)
Accretion of carrying value to redemption value	$ 206,098	$ 4,531,223	16,858,238
Common stock subject to possible redemption		7,921,818	$ 116,651,461
Cash withdrawn from Trust Account to pay franchise and income taxes		(1,140,505)
Payment to redeemed public stockholders		$ (112,120,361)

Private Placement (Details)

Private Placement (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Apr. 27, 2022	Apr. 22, 2022
Private Placement [Member]
Private Placement [Line Items]
Purchased aggregate shares	313,500	313,500
Purchase of stock, price per unit (in Dollars per share)	$ 10	$ 10
Generating total proceeds (in Dollars)	$ 3,135,000	$ 3,135,000
Price per unit (in Dollars per share)			$ 10	$ 10
Common stock, price per share (in Dollars per share)	$ 11.5	$ 11.5
Private Placement [Member] | Underwriters [Member]
Private Placement [Line Items]
Purchased aggregate shares	30,000	30,000
Price per unit (in Dollars per share)	$ 10	$ 10	$ 10
Generating total proceeds (in Dollars)	$ 300,000	$ 300,000
Private Share [Member]
Private Placement [Line Items]
Private Share	1
Private right	1
Private warrant [Member]
Private Placement [Line Items]
Redeemable warrant	1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended						3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 07, 2022	Dec. 28, 2021	Sep. 22, 2023	Aug. 22, 2023	Jun. 22, 2023	May 22, 2023	Apr. 22, 2022	Apr. 19, 2022	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 07, 2024	Nov. 29, 2023	Aug. 21, 2023	Aug. 18, 2023	Jul. 21, 2023	Jul. 18, 2023	Jun. 20, 2023	May 19, 2023	May 17, 2023	Apr. 21, 2023	Apr. 19, 2023	Feb. 05, 2023	Jan. 26, 2023	Jan. 20, 2023
Related Party Transactions [Line Items]
Common stock, shares issued (in Shares)									3,218,499	3,218,499		3,218,499	3,218,499
Common stock, shares outstanding (in Shares)									3,218,499	3,218,499		3,218,499	3,218,499
Outstanding balance													$ 250,000
Deposited									$ 1,000,000	$ 1,000,000		1,000,000				$ 120,000		$ 120,000		$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000			$ 1,150,000
Trust account																											575,000
Cover working capital			$ 80,000	$ 40,000	$ 80,000
Promissory notes to related party												1,660,000	0
Working capital loans										0	$ 0
Administrative expenses								$ 10,000	30,000	$ 60,000		120,000	80,000
Fees paid												120,000	80,000
Accrued administrative support expenses																										$ 80,000
Initial public offering filings fee												29,359	$ 18,050
Periodic compliance filings fee												1,000
Insider shares percentgae										50%
Working capital						$ 80,000
Price per share (in Dollars per share)														$ 10										$ 10.29
Paid to sponsor										$ 170,000
Accrued expenses									10,000	10,000		120,000
Incurred amoount									2,850	2,850
Initial Stockholders [Member]
Related Party Transactions [Line Items]
Ownership percentage		20%
Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate amount																									$ 250,000		575,000
Notes payable									$ 2,177,000	$ 2,177,000
Convertible Notes [Member]
Related Party Transactions [Line Items]
Notes payable												$ 1,660,000
Business combination [Member]
Related Party Transactions [Line Items]
Business combination, Share Price (in Dollars per share)									$ 12.5	$ 12.5		$ 12.5
Business Combination [Member]
Related Party Transactions [Line Items]
Business combination remaining percentage									50%	50%		50%
Stockholders [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)		2,875,000
Aggregated consideration		$ 25,000
Price per share (in Dollars per share)		$ 0.0087
Shares forfeiture (in Shares)		375,000
Convertible Notes Payable 1 [Member]
Related Party Transactions [Line Items]
Convertible note									$ 517,000	$ 517,000
Convertible Notes Payable 2 [Member]
Related Party Transactions [Line Items]
Convertible note									$ 0	0
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Incurred amoount										$ 1,000
Sponsor [Member]
Related Party Transactions [Line Items]
Surrendered shares (in Shares)	1,150,000
Common stock, shares issued (in Shares)	1,150,000
Deposited																	$ 120,000		$ 120,000	60,000			120,000
Cover working capital						$ 80,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate amount		$ 500,000												$ 540,000	$ 35,000		$ 200,000		$ 160,000	$ 40,000		$ 200,000	$ 200,000		$ 250,000		$ 575,000
Insider Shares [Member]
Related Party Transactions [Line Items]
Common stock, shares issued (in Shares)									3,218,499	3,218,499		3,218,499
Common stock, shares outstanding (in Shares)									3,218,499	3,218,499		3,218,499
IPO [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)							10,000,000
Aggregated consideration							$ 100,000,000
Outstanding balance							$ 250,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended	6 Months Ended	12 Months Ended
	Sep. 22, 2023	Apr. 19, 2023	Apr. 27, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 07, 2024
Commitments and Contingencies [Line Items]
Gross proceeds (in Dollars)						$ 115,000,000
Aggregate shares of Common Stock	3,358,759	7,414,905
Aggregate fair value (in Dollars)				$ 2,000,000	$ 2,000,000
Price per share (in Dollars per share)		$ 10.29					$ 10
Non Redeemable Shares [Member]
Commitments and Contingencies [Line Items]
Aggregate shares of Common Stock				299,340	299,340
Aggregate fair value (in Dollars)				$ 446,735	$ 446,735
Price per share (in Dollars per share)				$ 1.49	$ 1.49
Non Redeemable Shares [Member] | Sponsor [Member]
Commitments and Contingencies [Line Items]
Aggregate shares of Common Stock				299,340	299,340
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Additional units			1,500,000	1,500,000	1,500,000
Gross proceeds (in Dollars)				$ 4,025,000	$ 4,025,000
Aggregate fair value (in Dollars)				$ 2,300,000	$ 2,300,000
IPO [Member]
Commitments and Contingencies [Line Items]
Underwriting discount percentage				2%	2%
Gross proceeds (in Dollars)				$ 2,300,000	$ 2,300,000
Deferred fee				3.50%	3.50%

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jan. 07, 2024	Apr. 19, 2023	Dec. 31, 2022	Apr. 27, 2022	Mar. 31, 2022
Stockholders’ Deficit [Line Items]
Common stock, shares authorized	50,000,000	50,000,000			50,000,000
Common stock, shares par value (in Dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares issued	3,218,499	3,218,499			3,218,499
Common stock, shares outstanding	3,218,499	3,218,499			3,218,499
Price per share (in Dollars per share)			$ 10	$ 10.29
Market price rate	115%	115%
Market value percentage	165%	165%
Common stock equals or exceeds, price per share (in Dollars per share)		$ 0.1
Warrants issued and outstanding	11,843,500	11,843,500				1
Initial business combination [Member]
Stockholders’ Deficit [Line Items]
Effective issue price (in Dollars per share)	$ 9.2	$ 9.2
Warrant [Member]
Stockholders’ Deficit [Line Items]
Price per share (in Dollars per share)		$ 11.5
Initial business combination days		90 days
Equity proceeds percentage		60%
Redemption trigger price		16.50%
Price of warrant (in Dollars per share)		$ 0.01
Trading days		10 days
Warrants
Stockholders’ Deficit [Line Items]
Price per share (in Dollars per share)	$ 11.5
Initial business combination days	90 days
Equity proceeds percentage	60%
Redemption trigger price	16.50%
Price of warrant (in Dollars per share)	$ 0.01
Trading days	10 days
Sponsor [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares issued							1,150,000
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock equals or exceeds, price per share (in Dollars per share)		$ 16.5
Market price [Member]
Stockholders’ Deficit [Line Items]
Price per share (in Dollars per share)	$ 9.2	$ 9.2
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares par value (in Dollars per share)	$ 16.5
Private warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants issued and outstanding	11,843,500	11,843,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Assets
Assets	$ 8,127,916	$ 7,921,818	$ 116,651,461
Level 1 [Member]
Assets
Assets	8,127,916	7,921,818	116,651,461
Level 2 [Member]
Assets
Assets
Level 3 [Member]
Assets
Assets

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Change in valuation allowance					$ 56,079	$ 65,574
Income taxes provision	$ 19,594	$ 160,397	$ 38,961	$ 414,950	$ 450,960	$ 309,931

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Company’s Net Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax asset
Net operating loss carryforward
Startup/Organization Expenses	121,654	65,574
Total deferred tax asset	121,654	65,574
Valuation allowance	(121,654)	(65,574)
Deferred tax asset, net of allowance

Income Taxes (Details) - Shedul

Income Taxes (Details) - Shedule of Income Tax Provision Consists - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Federal
Current					$ 450,960	$ 309,931
Deferred					(56,079)	(65,574)
State
Current
Deferred
Change in valuation allowance					56,079	65,574
Income tax provision	$ 19,594	$ 160,397	$ 38,961	$ 414,950	$ 450,960	$ 309,931

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Company’s Statutory Income Tax Rate to the Company’s Effective Income Tax Rate	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company Statutory Income Tax Rate to the Company Effective Income Tax Rate [Abstract]
Income at U.S. statutory rate	21%	21%			21%	21%
State taxes, net of federal benefit					0%	0%
Transaction costs					0%	32.69%
Change in valuation allowance					2.98%	14.41%
Effective income tax rate	7.74%	40.17%	16.88%	57.22%	23.96%	68.10%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)					6 Months Ended	12 Months Ended
	Aug. 22, 2024	Aug. 20, 2024	Sep. 22, 2023	Apr. 19, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Jul. 18, 2024	Jul. 08, 2024	Jan. 10, 2024
Subsequent Events [Line Items]
Market value of listed securities									$ 50,000,000
Payment for fee						$ 120,000	$ 80,000
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Deposit					$ 1,100,000
Repay indebtedness					400,000
Shares of common stock sold (in Dollars per share)						$ 0.1
Aggregate shares (in Shares)			3,358,759	7,414,905
Convertible Notes Payable 1 [Member]
Subsequent Events [Line Items]
Convertible note					517,000
Convertible Notes Payable 2 [Member]
Subsequent Events [Line Items]
Convertible note					$ 0
Subsequent Event [Member]
Subsequent Events [Line Items]
Market value of listed securities										$ 50,000,000
Total consideration		$ 100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock value		$ 10
Deposit	$ 18,564.2
Shares of common stock sold (in Dollars per share)	$ 0.04
Aggregate shares (in Shares)	262,231
Redemption value	$ 2,956,393.95
Redemption value per share (in Dollars per share)	$ 11.27
Subsequent Event [Member] | Convertible Notes Payable 1 [Member]
Subsequent Events [Line Items]
Convertible note								$ 23,000
Subsequent Event [Member] | Convertible Notes Payable 2 [Member]
Subsequent Events [Line Items]
Convertible note								$ 37,000
Capital Market [Member]
Subsequent Events [Line Items]
Payment for fee						$ 5,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Net Income per Share Presented in the Unaudited Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Redeemable Shares [Member]
Numerators:
Allocation of net income	$ 42,981	$ 151,389	$ 35,325	$ 225,304	$ 894,324	$ 106,441
Denominators:
Basic weighted average shares outstanding	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Diluted weighted average shares outstanding	726,336	5,568,076	726,336	8,534,038	5,379,201	7,972,527
Basic net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Non Redeemable Shares [Member]
Numerators:
Allocation of net income	$ 190,455	$ 87,507	$ 156,531	$ 84,970	$ 535,095	$ 38,748
Denominators:
Basic weighted average shares outstanding	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Diluted weighted average shares outstanding	3,218,499	3,218,499	3,218,499	3,218,499	3,218,499	2,902,212
Basic net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01
Diluted net income per share	$ 0.06	$ 0.03	$ 0.05	$ 0.03	$ 0.17	$ 0.01

Initial Public Offering (Deta_3

Initial Public Offering (Details) - Schedule of Shares of Common Stock Reflected on the Condensed Consolidated Balance Sheets - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Condensed Balance Sheet Statements, Captions [Line Items]
Gross proceeds			$ 115,000,000
Less:
Proceeds allocated to Public Warrants			(690,000)
Proceeds allocated to Public Rights			(8,280,000)
Offering costs of Public Shares			(6,236,777)
Plus:
Accretion of carrying value to redemption value	$ 206,098	4,531,223	16,858,238
Common stock subject to possible redemption	$ 8,127,916	7,921,818	116,651,461
Cash withdrawn from Trust Account to pay franchise and income taxes		(1,140,505)
Payment to redeemed public stockholders		$ (112,120,361)
Public Warrants [Member]
Less:
Proceeds allocated to Public Warrants			(690,000)
Public Rights [Member]
Less:
Proceeds allocated to Public Rights			$ (8,280,000)

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Assets
Assets	$ 8,127,916	$ 7,921,818	$ 116,651,461
Level 1 [Member]
Assets
Assets	8,127,916	7,921,818	116,651,461
Level 2 [Member]
Assets
Assets
Level 3 [Member]
Assets
Assets