Yotta Acquisition (YOTA) 10-K 15 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Apr. 15, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41357
Entity Registrant Name	Yotta Acquisition Corporation
Entity Central Index Key	0001907730
Entity Tax Identification Number	85-3374167
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(212)
Local Phone Number	612-1400
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 42,810
Entity Common Stock, Shares Outstanding		3,944,835
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	East Hanover, NJ
Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right
Trading Symbol	YOTAU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	YOTA
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	YOTAW
Security Exchange Name	NASDAQ
One Right to receive 1/10th of one share of Common Stock
Title of 12(b) Security	One Right to receive 1/10th of one share of Common Stock
Trading Symbol	YOTAR
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 652,395	$ 235,864
Prepaid expenses		84,486
Other receivable		10,850
Total Current Assets	652,395	331,200
Investments held in Trust Account	7,921,818	116,651,461
Total Assets	8,574,213	116,982,661
Current Liabilities
Accrued expenses	1,256,576	632,531
Franchise tax payable	43,600	186,180
Income tax payable	450,960	309,931
Excise tax payable	1,121,204
Promissory notes - related party	1,660,000	0
Total Current Liabilities	4,532,340	1,128,642
Deferred underwriting fee payable	4,025,000	4,025,000
Total Liabilities	8,557,340	5,153,642
Common stock subject to possible redemption, 726,336 shares and 11,500,000 shares at redemption value of $10.91 and $10.14 per share as of December 31, 2023 and 2022, respectively	7,921,818	116,651,461
Stockholders’ Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,218,499 shares issued and outstanding (excluding 726,336 shares and 11,500,000 shares subject to possible redemption as of December 31, 2023 and 2022, respectively)	321	321
Accumulated deficit	(7,905,266)	(4,822,763)
Total Stockholders’ Deficit	(7,904,945)	(4,822,442)
Total Liabilities, Redeemable Common Stock, and Stockholders’ Deficit	$ 8,574,213	$ 116,982,661

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	726,336	11,500,000
Common stock subject to possible redemption, price per share	$ 10.91	$ 10.14
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	3,218,499	3,218,499
Common stock, shares outstanding	3,218,499	3,218,499

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
General and administrative expenses	$ 1,499,150	$ 1,020,741
Franchise tax expenses	43,600	175,600
Loss from operations	(1,542,750)	(1,196,341)
Interest income	2,788,029	1,651,461
Other income	635,100
Income before income taxes	1,880,379	455,120
Income taxes provision	(450,960)	(309,931)
Net income	$ 1,429,419	$ 145,189
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption	5,379,201	7,972,527
Basic and diluted net income per share, common stock subject to possible redemption	$ 0.17	$ 0.01
Basic and diluted weighted average shares outstanding, common stock	3,218,499	2,902,212
Basic and diluted net income per share, common stock	$ 0.17	$ 0.01

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 287	$ 24,713	$ (11,769)	$ 13,231
Beginning balance, 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, 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 for the year			145,189	145,189
Ending balance, value at Dec. 31, 2022	$ 321		(4,822,763)	(4,822,442)
Ending balance, shares at Dec. 31, 2022	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 for the year			1,429,419	1,429,419
Ending balance, value at Dec. 31, 2023	$ 321		$ (7,905,266)	$ (7,904,945)
Ending balance, shares at Dec. 31, 2023	3,218,499

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 1,429,419	$ 145,189
Adjustments to reconcile net cash used in operating activities:
Interest earned on investment held in Trust Account	(2,781,123)	(1,651,461)
Changes in operating assets and liabilities:
Prepaid expenses	84,486	(84,486)
Other receivable	10,850	(10,850)
Accounts payable and accrued expenses	624,045	610,742
Income tax payable	141,029	309,931
Franchise tax payable	(142,580)	175,600
Net cash used in operating activities	(633,874)	(505,334)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		(115,000,000)
Cash deposited in Trust Account	(1,750,100)
Cash withdrawn from Trust Account to pay taxes	1,140,505
Cash withdrawn from Trust Account to pay redeemed public stockholders	112,120,361
Net cash provided by (used in) investing activities	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	(112,120,361)
Proceeds from promissory note- related party	1,660,000
Net cash (used in) provided by financing activities	(110,460,361)	115,545,198
Net change in cash	416,531	39,864
Cash, beginning of the year	235,864	196,000
Cash, end of the year	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
Excise tax payable	$ 1,121,204

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Accounting Policies [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 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 income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. 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 10.00 100,000,000 313,500 10.00 3,135,000 The Company granted the underwriters a 45-day option to purchase up to 1,500,000 1,500,000 10.00 15,000,000 30,000 10.00 300,000 Transaction costs amounted to $ 6,764,402 2,300,000 4,025,000 439,402 Upon the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over-allotment option and the sale of the additional Private Units on April 27, 2022, a total of $ 115,000,000 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 50 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially 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 will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 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 0.10 2,000,000 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 basis and (ii) an amendment to the Investment Management Trust Agreement (the “Trust Agreement”) with Continental Stock Transfer & Trust Company giving the Company’s right to extend the time to complete a business combination twelve times for an additional one month each time from April 22, 2023 to April 22, 2024 by depositing $ 120,000 7,414,905 76,322,364 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 35,797,997 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 subsidiary of the Company, entered into a Merger Agreement (the “Agreement”), pursuant to which Merger Sub would merge with and into the NaturalShrimp (the “Business Combination”) with the Target as the surviving corporation of the Business Combination and becoming a wholly-owned subsidiary of the Company. 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 $ 3 635,100 Liquidity and Going Concern Consideration As of December 31, 2023, the Company had cash of $ 652,395 3,879,945 120,000 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, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by August 22, 2024, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution as well as liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. 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 Palestinian forces began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries including Lebanon and Iran. 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 financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% 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 shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. 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

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 652,395 235,864 no Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. 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 16,666 123,900 7.38 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 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 nature. 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 share following the two-class method of income per share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share is the same as basic net income per share for the period presented. Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net income per share. The Company has not considered the effect of the warrants sold in the IPO and private placement to purchase an aggregate of 11,843,500 The net income per share presented in the statement of operations is based on the following: Basic and diluted net loss per share For the For the December 31, Redeemable Non-redeemable Redeemable shares Non-redeemable 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 or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As discussed in Note 7, it was determined that they were equity-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 10.14 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 option and the sale of the additional Private Units on April 27, 2022, an amount of $ 115,000,000 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, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. 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	12 Months Ended
	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO on April 22, 2022, the Company sold 10,000,000 10.00 100,000,000 1,500,000 1,500,000 10.00 15,000,000 All of the 11,500,000 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. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2023 and 2022, the shares of common stock reflected on the balance sheets are reconciled in the following table. Schedule of reconciliation of common stock reflected on balance sheet 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	12 Months Ended
	Dec. 31, 2023
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 313,500 10.00 3,135,000 30,000 10.00 300,000 11.50

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Insider Shares On December 28, 2021, the Company issued 2,875,000 25,000 0.0087 375,000 On March 7, 2022, the Sponsor surrendered 1,150,000 3,218,499 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 day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 28, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $ 500,000 250,000 On January 20, 2023, the Company issued an unsecured promissory note of $ 575,000 1,150,000 575,000 On February 5, 2023, the Sponsor loaned the Company $ 250,000 On April 21, 2023, the Company issued an unsecured promissory note of $ 200,000 120,000 80,000 On May 17, 2023, the Company issued an unsecured promissory note of $ 200,000 120,000 80,000 On June 20, 2023, the Company deposited $ 120,000 On June 20, 2023, the Company issued an unsecured promissory note of $ 40,000 60,000 On July 18, 2023, the Company issued an unsecured promissory note of $ 160,000 120,000 40,000 On August 18, 2023, the Company issued an unsecured promissory note of $ 200,000 120,000 80,000 On November 29, 2023, the Company issued an unsecured promissory note of $ 35,000 All eight Promissory Notes are interest-free and payable after the date on which the Company consummates an initial business combination. As of December 31, 2023 and 2022, $ 1,660,000 0 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 $ 10,000 120,000 80,000 120,000 80,000 80,000 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 18,050 1,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights 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” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up to 1,500,000 1,500,000 The underwriters were paid a cash underwriting discount of 2.0 2,300,000 3.5 4,025,000 Non-Redemption Agreements On September 19-21, 2023, the Company and its Sponsor entered into agreements (“Non-Redemption Agreements”) with several third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its IPO (“Non-Redeemed Shares”) at the September Special Meeting at which a proposal to approve an extension of time for the Company to complete its initial business combination by August 22, 2024. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third parties an aggregate of 299,340 299,340 446,735 1.49 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 manager, with at least 30% of the economics, or, in the case of a “three-handed” deal 20% of the economics, for any and all future public and private equity and debt offerings.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Common Stock 50,000,000 0.0001 3,218,499 Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, 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 11.50 90 In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 16.50 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. 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 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	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [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 December 31, 2023 and 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements, recurring and nonrecurring December 31, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ - $ - December 31, 2022 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 Tax Disclosure [Abstract]
Income Taxes	Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: Schedule of deferred tax assets 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: Schedule of income tax provision For the December 31, 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): Schedule of effective income tax rate For the December 31, 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 65,574 The provisions for U.S. federal and state income taxes were $ 450,960 309,931

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 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 5,000

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 652,395 235,864 no
Stock Compensation Expense	Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. 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 16,666 123,900 7.38
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. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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
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 nature.
Net Income Per Share	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 share following the two-class method of income per share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share is the same as basic net income per share for the period presented. Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net income per share. The Company has not considered the effect of the warrants sold in the IPO and private placement to purchase an aggregate of 11,843,500 The net income per share presented in the statement of operations is based on the following: Basic and diluted net loss per share For the For the December 31, Redeemable Non-redeemable Redeemable shares Non-redeemable 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 or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As discussed in Note 7, it was determined that they were equity-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 $ 10.91 10.14
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 option and the sale of the additional Private Units on April 27, 2022, an amount of $ 115,000,000 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, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. 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_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basic and diluted net loss per share	Basic and diluted net loss per share For the For the December 31, Redeemable Non-redeemable Redeemable shares Non-redeemable 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)	12 Months Ended
	Dec. 31, 2023
Initial Public Offering
Schedule of reconciliation of common stock reflected on balance sheet	Schedule of reconciliation of common stock reflected on balance sheet 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)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair value measurements, recurring and nonrecurring	Fair value measurements, recurring and nonrecurring December 31, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in Trust Account $ 7,921,818 $ 7,921,818 $ - $ - December 31, 2022 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 Tax Disclosure [Abstract]
Schedule of deferred tax assets	Schedule of deferred tax assets 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 $ - $ -
Schedule of income tax provision	Schedule of income tax provision For the December 31, 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 effective income tax rate	Schedule of effective income tax rate For the December 31, 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 Narrative) - USD ($)	1 Months Ended				12 Months Ended
	Sep. 22, 2023	Apr. 19, 2023	Apr. 27, 2022	Apr. 22, 2022	Dec. 31, 2023	Dec. 31, 2022	Aug. 21, 2023	Jul. 21, 2023	Jun. 20, 2023	May 19, 2023	May 17, 2023	Apr. 21, 2023	Jan. 20, 2023
Subsidiary, Sale of Stock [Line Items]
Transaction costs					$ 6,764,402
Underwriting fees					2,300,000
Deferred underwriting fees					4,025,000
Other offering costs					$ 439,402
Proceeds from IPO and Private Placement			$ 115,000,000
Percentage of asset held in trust account					80%
Business combination, percentage of voting securities					50%
Net tangible assets					$ 5,000,001
Deposits		$ 120,000			$ 1,000,000		$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 1,150,000
Share Price					$ 0.10
Aggregate amount					$ 2,000,000
Stockholders vote	3,358,759	7,414,905
Redemption value	$ 35,797,997	$ 76,322,364
Termination fee					3,000,000
Other Income					635,100
Cash					652,395
Working capital deficit					3,879,945
Excise tax payable					$ 1,121,204
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering				10,000,000
Sale of units per share				$ 10
Sale of units in initial public offering aggragate amount				$ 100,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering				313,500
Sale of units per share				$ 10
Sale of units in initial public offering aggragate amount				$ 3,135,000
Private Placement [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			30,000
Sale of units per share			$ 10
Sale of units in initial public offering aggragate amount			$ 300,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			1,500,000	1,500,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			1,500,000	1,500,000
Sale of units per share			$ 10
Sale of units in initial public offering aggragate amount			$ 15,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Allocation of net income	$ 1,429,419	$ 145,189
Redeemable Shares [Member]
Allocation of net income	$ 894,324	$ 106,441
Basic and diluted weighted average shares outstanding	5,379,201	7,972,527
Basic and diluted net income per share	$ 0.17	$ 0.01
Non Redeemable Shares [Member]
Allocation of net income	$ 535,095	$ 38,748
Basic and diluted weighted average shares outstanding	3,218,499	2,902,212
Basic and diluted net income per share	$ 0.17	$ 0.01

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 27, 2022	Jan. 28, 2022	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash			$ 652,395	$ 235,864
Cash equivalents			0	0
Stock based compensation expense			0	0
Number of shares granted		16,666
Fair value of shares granted		$ 123,900
Fair value of shares granted per share		$ 7.38
Unrecognized tax benefits			0	0
Accrued interest and penalties			0	$ 0
Federal Depository Insurance coverage			$ 250,000
Antidilutive shares			11,843,500
Common stock subject to possible redemption, price per share			$ 10.91	$ 10.14
Proceeds from IPO and Private Placement	$ 115,000,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Initial Public Offering
Gross proceeds		$ 115,000,000
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	$ 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)

Initial Public Offering (Deta_2

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended
	Apr. 27, 2022	Apr. 22, 2022
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		10,000,000
Sale of units per share		$ 10
Sale of units in initial public offering aggragate amount		$ 100,000,000
Sale of units in initial public offering		11,500,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	1,500,000	1,500,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	1,500,000	1,500,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 15,000,000

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member] - USD ($)	1 Months Ended
	Apr. 27, 2022	Apr. 22, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		313,500
Sale of units per share		$ 10
Sale of units in initial public offering aggragate amount		$ 3,135,000
Warrant exercisable		$ 11.50
Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	30,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 300,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended							3 Months Ended		12 Months Ended
	Mar. 07, 2022	Sep. 22, 2023	Aug. 22, 2023	Jun. 22, 2023	May 22, 2023	Apr. 22, 2022	Apr. 19, 2022	Dec. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	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 Transaction [Line Items]
Common stock, shares issued									3,218,499	3,218,499	3,218,499	3,218,499
Common stock, shares outstanding									3,218,499	3,218,499	3,218,499	3,218,499
Principal amount																							$ 250,000		$ 575,000
Repayment of promissory note related party												$ 250,000
Deposits									$ 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	$ 80,000
Promissory note - related party									1,660,000	$ 0	1,660,000	0
Working capital loans											0	0
Administrative Fees Expense							$ 10,000		120,000	80,000
Accrued expenses									$ 120,000	$ 80,000	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
Sponsor [Member]
Related Party Transaction [Line Items]
Principal amount													$ 35,000		$ 200,000		$ 160,000	40,000		$ 200,000	$ 200,000
Deposits															$ 120,000		$ 120,000	$ 60,000
Insider Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued									3,218,499		3,218,499
Common stock, shares outstanding									3,218,499		3,218,499
IPO [Member]
Related Party Transaction [Line Items]
Repayment of promissory note related party						$ 250,000
Stockholders [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture						375,000
Sponsor [Member]
Related Party Transaction [Line Items]
Surrendered shares	1,150,000
Principal amount								$ 500,000
Stockholders [Member]
Related Party Transaction [Line Items]
Shares issued								2,875,000
Aggregate value of shares								$ 25,000
Share Price								$ 0.0087

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 27, 2022	Apr. 22, 2022	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from Initial Public Offering				$ 115,000,000
Gross proceeds from Initial Public Offering				$ 115,000,000
Share price			$ 0.10
Non Redeemable Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of shares			299,340
Conversion of shares, value			$ 446,735
Share price			$ 1.49
Non Redeemable Shares [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of shares			299,340
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	1,500,000	1,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		10,000,000
Percentage of cash underwritng commission			2%
Proceeds from Initial Public Offering			$ 2,300,000
Percentage of underwriting deferred Commission			3.50%
Gross proceeds from Initial Public Offering			$ 4,025,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	3,218,499	3,218,499
Common stock, shares outstanding	3,218,499	3,218,499
Share Price	$ 0.10
Warrants
Class of Warrant or Right [Line Items]
Share Price	$ 11.50
Class of warrants or rights period within the registration shall be effective from the consummation of business combination	90 days
Volume weighted average price per share	$ 9.20
Percentage of funds raised to be used for consummating business combination	60%
Class of warrants or rights redemption price per share	$ 16.50
Warrant price	$ 0.01
Number of consecutive trading days for determining the volume weighted average price of share	10 days

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Cash [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 7,921,818	$ 116,651,461
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	7,921,818	116,651,461
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
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 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	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	$ 450,960	$ 309,931

Income Taxes (Details 2)

Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income at U.S. statutory rate	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	23.96%	68.10%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 56,079	$ 65,574
Income tax expenses	$ 450,960	$ 309,931

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 10, 2024
Subsequent Event [Line Items]
Market Value of Listed Securities	$ 50,000,000
Payment for fee	$ 5,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Market Value of Listed Securities		$ 50,000,000