Thunder Power (AIEV) S-4/A 8 Apr 24 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	Feutune Light Acquisition Corporation
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001912582
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash	$ 18,330	$ 546,632
Prepaid expenses	45,726	168,491
Total current assets	64,056	715,123
Cash and Marketable securities held in Trust Account	54,075,630	100,525,498
Total Assets	54,139,686	101,240,621
Current liabilities:
Accrued expenses	97,513	91,776
Franchise tax payable	36,381	56,918
Income taxes payable	35,748	396,253
Excise tax payable	502,251
Loan from related parties	2,162,500
Total Current Liabilities	2,834,393	544,947
Deferred underwriters’ discount	3,421,250	3,421,250
Total Liabilities	6,255,643	3,966,197
Commitments and Contingencies
Class A common stock subject to possible redemption, 4,983,493 shares and 9,775,000 shares at conversion value of $10.84 and $10.24 per share as of December 31, 2023 and December 31, 2022, respectively	54,003,501	100,072,326
Stockholders’ Deficit:
Preferred stock, value
Additional paid-in capital
Accumulated deficit	(6,119,758)	(2,798,202)
Total Stockholders’ Deficit	(6,119,458)	(2,797,902)
Total Liabilities, Temporary Equity and Stockholders’ Deficit	54,139,686	101,240,621
Class A Common Stock
Current liabilities:
Class A common stock subject to possible redemption, 4,983,493 shares and 9,775,000 shares at conversion value of $10.84 and $10.24 per share as of December 31, 2023 and December 31, 2022, respectively	54,003,501	100,072,326
Stockholders’ Deficit:
Common stock, value	56	56
Class B Common Stock
Stockholders’ Deficit:
Common stock, value	$ 244	$ 244

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, shares	4,983,493	9,775,000
Conversion value, per share (in Dollars per share)	$ 10.84	$ 10.24
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	558,875	558,875
Common stock, shares outstanding	558,875	558,875
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	4,500,000	4,500,000
Common stock, shares issued	2,443,750	2,443,750
Common stock, shares outstanding	2,443,750	2,443,750

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Formation and operating costs	$ 451,461	$ 1,167,531
Franchise tax expenses	56,918	82,046
Loss from Operations	(508,379)	(1,249,577)
Other income
Interest earned on investment held in Trust Account	1,309,248	3,664,204
Income before income taxes	800,869	2,414,627
Income taxes provision	396,253	1,077,692
Net Income	$ 404,616	$ 1,336,935
Basic weighted average shares outstanding (in Shares)	5,452,529	7,240,883
Basic net loss per share (in Dollars per share)	$ 0.67	$ 0.3
Feutune Light Acquisition Corporation
Other income
Basic weighted average shares outstanding (in Shares)	2,614,542	3,002,625
Basic net loss per share (in Dollars per share)	$ (1.25)	$ (0.28)

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Diluted weighted average shares outstanding	5,452,529	7,240,883
Diluted net income (loss) per share	$ 0.67	$ 0.30
Feutune Light Acquisition Corporation
Diluted weighted average shares outstanding	2,614,542	3,002,625
Diluted net income (loss) per share	$ (1.25)	$ (0.28)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 18, 2022
Balance (in Shares) at Jan. 18, 2022
Founder shares issued to initial stockholder		$ 244	24,756		25,000
Founder shares issued to initial stockholder (in Shares)		2,443,750
Sale of public units through public offering	$ 978		97,749,022		97,750,000
Sale of public units through public offering (in Shares)	9,775,000
Sale of private placement shares	$ 50		4,988,700		4,988,750
Sale of private placement shares (in Shares)	498,875
Issuance of representative shares	$ 6		72,169		72,175
Issuance of representative shares (in Shares)	60,000
Offering costs			(5,966,117)		(5,966,117)
Reclassification of common stock subject to redemption	$ (978)		(95,422,572)		(95,423,550)
Reclassification of common stock subject to redemption (in Shares)	(9,775,000)
Allocation of offering costs to common stock subject to redemption			5,824,123		5,824,123
Remeasurement of carrying value to redemption value			(7,270,081)	(3,202,818)	(10,472,899)
Additional amount deposited into trust for extensions
Excise tax payable attributable to redemption
Net Income				404,616	404,616
Balance at Dec. 31, 2022	$ 56	$ 244		(2,798,202)	(2,797,902)
Balance (in Shares) at Dec. 31, 2022	558,875	2,443,750
Remeasurement of carrying value to redemption value				(2,478,740)	(2,478,740)
Additional amount deposited into trust for extensions				(1,677,500)	(1,677,500)
Excise tax payable attributable to redemption				(502,251)	(502,251)
Net Income				1,336,935	1,336,935
Balance at Dec. 31, 2023	$ 56	$ 244		$ (6,119,758)	$ (6,119,458)
Balance (in Shares) at Dec. 31, 2023	558,875	2,443,750

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Cash Flows from Operating Activities:
Net Income	$ 404,616	$ 1,336,935
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account	(1,309,248)	(3,664,204)
Prepaid expenses	(168,491)	122,765
Accrued expenses	91,776	5,737
Franchise tax payable	56,918	(20,537)
Income taxes payable	396,253	(360,505)
Net Cash Used in Operating Activities	(528,176)	(2,579,809)
Cash Flows from Investing Activities:
Purchase of investment held in trust account	(99,216,250)	(1,453)
Investment of cash in Trust Account for extension loans		(1,677,500)
Cash withdrawn from trust to pay taxes		1,567,960
Cash withdrawn from Trust Account in connection with redemption		50,225,065
Net Cash Provided by (Used in) Investing Activities	(99,216,250)	50,114,072
Cash Flows from Financing Activities:
Proceeds from issuance of founder shares	25,000
Proceeds from issuance of promissory note to related parties	280,000
Proceeds from extension loans		1,677,500
Proceeds from working capital loans		485,000
Payment of promissory note to related party	(280,000)
Proceed from public offering	97,750,000
Proceeds from private placement	4,988,750
Payment of underwriter discount	(1,955,000)
Payment of deferred offering costs	(517,692)
Redemption of Class A Common Stock		(50,225,065)
Net Cash (Used in) Provided by Financing Activities	100,291,058	(48,062,565)
Net Change in Cash	546,632	(528,302)
Cash at Beginning of Period		546,632
Cash at End of Period	546,632	18,330
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes		1,463,923
Cash paid for interest
Non-cash Financing Activities:
Deferred underwriters’ marketing fees	3,421,250
Issuance of representative shares	72,175
Change in value of common stock subject to redemption	95,423,550
Allocation of offering costs to common stock subject to redemption	5,824,123
Remeasurement of carrying value to redemption value	10,472,899	2,478,740
Additional amount deposited into trust for extensions		1,677,500
Excise tax payable attributable to redemption		$ 502,251

Organization and Business Opera

Organization and Business Operation	12 Months Ended
	Dec. 31, 2023
Organization and Business Operation [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation Feutune Light Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company on January 19, 2022. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) as discussed below. The Company has selected December 31 as its fiscal year end. On July 3, 2023, the Company incorporated Feutune Light Merger Sub, Inc, (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of the Company. As of December 31, 2023, there has been no activity in Merger Sub. As of December 31, 2023 and 2022, the Company had not commenced any operations. For the period from January 19, 2022 (inception) through December 31, 2023, the Company’s efforts have been limited to organizational activities, as activities related to the initial public offering (“IPO”) and Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s IPO became effective on June 15, 2022. On June 21, 2022, the Company consummated the IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over -allotment -tenth Substantially concurrently with the closing of the IPO, the Company completed the sale in a private placement (the “Private Placement”) of 498,875 units (the “Private Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”) and 20,000 The Company also issued 60,000 representative shares (the “Representative Shares”) to US Tiger, a representative of the underwriters of the IPO, as part of representative compensation. The Representative Shares are identical to the Public Shares included in the IPO except that the representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative Shares and Private Shares it owns in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account (as defined below) with respect to the Representative Shares and Private Shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below). Transaction costs amounted to $5,966,117, consisting of $5,376,250 of underwriting fees, $517,692 of other offering cost and of $72,175 fair value of the 60,000 Representative Shares as part of the transaction costs. Following the consummation of the IPO, cash of $1,029,523 were held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction -transaction Following the closing of the IPO, $99,216,250 ($10.15 per Public Unit) from the proceed of the IPO and the proceeds from the sale of the Private Placement Units was held in a U.S. -based -7 -initial -month -month -month On March 21, 2023, an aggregate of $977,500 (the “Extension Payment”) was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial Business Combination by three months from March 21, 2023 to June 21, 2023 (the “Extension”). In connection with the Extension Payment, the Company issued an unsecured promissory note (the “Note”) to the Sponsor. The Note is non -interest determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $10.00. $600,000 of the Extension Payment was deposited by the Company’s Sponsor and $377,500 was deposited by the Company from its working capital account in lieu of the Sponsor, pursuant to a non -interest -term -Term -Term On June 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company until June 21, 2023 to consummate an initial Business Combination and to elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one -month -month From June to September 2023, four $100,000 Monthly Extension Payment were deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023 to October 21, 2023. Among the four $100,000 Monthly Extension Payments, the $100,000 deposited on July 20, 2023 (the “July Monthly Extension Payment”) was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement was repaid by the Sponsor to the Company in September 2023. From October to December 2023, three Monthly Extension Payments was deposited into the Trust Account by TPH (as defined below) which enabled the Company to extend the date by which it has to consummate its initial Business Combination by three months from October 21, 2023 to January 21, 2024. In connection with the four Monthly Extension Payments, the Company issued four unsecured promissory notes of $100,000 to the Sponsor to evidence the payments made by the Sponsor for the Monthly Extension Payment. In connection with the October to December Monthly Extension Payments, and pursuant to the Merger Agreement (as defined below), the Company issued three unsecured promissory notes of $100,000 each to TPH to evidence the payment made for the October to December Monthly Extension Payments. The notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the notes may be accelerated. The payee of the notes, the Sponsor, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of December 31, 2023, the Company has until January 21, 2024 to consummate its initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination by January 21, 2024, the Company may, but is not obligated to, extend the period of time to consummate its initial Business Combination for up to four more times by an additional one -month The shares of Class A Common Stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business Combination and, solely if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company currently has until December 21, 2024 which is the current maximum extension to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial 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 There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants and Rights, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers (the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Merger Agreement On October 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Thunder Power Holdings Limited, a British Virgin Islands company (“TPH”), and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). TPH is a technology innovator and manufacturer of premium electric vehicles (“EVs”). TPH is dedicated to creating electric vehicles that deliver a premium driving experience combined with a high degree of personalization and has developed and is planning to manufacture a family of EVs suited to various stages of life and driving environments. Pursuant to the Merger Agreement, TPH will be merged with and into Merger Sub (the “Merger”), with the Merger Sub surviving the Merger as a direct wholly owned subsidiary of the Company. Liquidity and Capital Resources and Going Concern As of December 31, 2023, the Company had cash of $18,330 and a working capital deficit of $2,268,086. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete its Business Combination. The Company may withdraw interest from the Trust Account to pay taxes, if any. To the extent that the Company’s share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Company Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would 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. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. If the estimate of the costs of identifying a target business, undertaking in -depth In addition, under the Company’s currently effective amended and restated certificate of incorporation, as of December 31, 2023, the Company has until January 21, 2024, or December 21, 2024 upon maximum extension, to complete the initial Business Combination. The Company may seek approval from its stockholders holding no less than 65% or more of the votes to approve to extend the completion period. If the Company fails to obtain approval from the stockholders for such extension or the Company does not seek such extension, the Company will cease all operations. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period and that the Company will obtain enough votes to extend the Combination Period. In connection with the Company’s assessment of going concern considerations in accordance with the Accounting Standards Update (“ASU”) 2014 -15

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Significant accounting policies	Note 2 — Significant accounting policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US 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. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Merger Sub, over which the Company exercises control. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short -term Cash and Marketable securities held in Trust Account At December 31, 2023 and December 31, 2022, $54,075,630 and $100,525,498, respectively of the assets held in the Trust Account were held in money market funds, which are invested in short term U.S. Treasury securities. All of 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 investments held in Trust Account are accounted as interest income in the accompanying statement of operations. Interest income for the year ended December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $3,664,204 and $1,309,248, respectively. Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term 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 equity 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 as liabilities 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 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023, common stock subject to possible redemption are presented at redemption value of $10.84 per share as temporary equity, outside of the shareholders’ equity 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 redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. As discussed in Note 1, in connection with the votes to approve the Charter Amendment, 4,791,507 Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 Other Assets and Deferred Costs — SEC Materials -10-S99 Expenses of Offering Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net income (loss) per share presented in the statement of operations is based on the following: For the Year For the Net income $ 1,336,935 $ 404,616 Accretion of carrying value to redemption value (4,156,240 ) (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (2,819,305 ) $ (10,068,283 ) For the Year Ended For the Period From Redeemable Non- Total Redeemable Non- Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,992,897) $ (826,408) $ (2,819,305) $ (6,805,147) $ (3,263,136) $ (10,068,283) Accretion of carrying value to redemption value 4,156,240 — 4,156,240 10,472,899 — 10,472,899 Allocation of net income (loss) $ 2,163,343 $ (826,408 ) $ 1,336,935 $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 7,240,883 3,002,625 5,452,529 2,614,542 Basic and diluted net income (loss) per share $ 0.30 $ (0.28 ) $ 0.67 $ (1.25 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2023, the balance in this account was fully covered by the Federal Deposit Insurance Corporation (FDIC) limit. 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 consolidated 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New Jersey state tax laws. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA 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 IRA 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 Company’s initial Business Combination, extension or otherwise, (ii) the structure of the Company’s initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Company’s initial Business Combination (or otherwise issued not in connection with the Company’s initial Business Combination but issued within the same taxable year of the Company’s initial 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 the Company’s initial Business Combination and in the Company’s ability to complete its initial Business Combination. As a result of the 4,791,507 Because the Company did not complete a Business Combination by December 31, 2023, any additional redemption or other repurchase that occurs in connection with an initial Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. Stock-Based Compensation The sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based -based Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Investments Held in Trust Accou

Investments Held in Trust Account	12 Months Ended
	Dec. 31, 2023
Investments Held in Trust Account [Abstract]
Investments Held in Trust Account	Note 3 — Investments Held in Trust Account As of December 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $54,075,630 and $100,525,498, respectively, in money market funds which are invested in short term U.S. Treasury Securities. Interest income for the year ended December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $3,664,204 and $1,309,248, respectively. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 54,075,630 Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,525,498

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 9,775,000 Public Units at $10.00 per Public Unit (with the underwriters’ over -allotment five All of the 9,775,000 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 Securities and Exchange Commission (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 December 31, 2022, the common stock reflected on the balance sheet is reconciled in the following table. As of December 31, 2023 As of December 31, 2022 Gross proceeds $ 97,750,000 $ 97,750,000 Less: Proceeds allocated to Warrants issued in IPO (1,055,700 ) (1,055,700 ) Proceeds allocated to Rights issued in IPO (1,270,750 ) (1,270,750 ) Offering costs of Public Units (5,824,123 ) (5,824,123 ) Redemption (50,225,065 ) — Plus: Accretion of carrying value to redemption value 14,629,139 10,472,899 Common stock subject to possible redemption $ 54,003,501 $ 100,072,326

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $10.00 per unit including 478,875 units to the Company’s Sponsor, and 20,000 units to US Tiger for aggregate proceeds to the Company of $4,988,750. Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right. The Sponsor will be permitted to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. The Founder Shares and Private Shares are identical to the Public Shares. However, the Company’s founders have agreed (A) to vote their Founder Shares and Private Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below) that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On February 2, 2022, the Sponsor acquired 2,443,750 Class B common stock (“Founder Shares”) of for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of December 31, 2023 and 2022, there were 2,443,750 Founder Shares issued and outstanding. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the number of Class A Common Stock and Class B Common Stock (defined below in Note 7) issued and outstanding upon completion of the IPO. The founders have agreed not to transfer, assign or sell 50% its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $10.00 per unit including 478,875 The sale of the Founder Shares to the Company’s management and directors is within the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based -based Representative Shares The Company also issued 60,000 Representative Shares to US Tiger as part of representative compensation. The Representative Shares are identical to the Public Shares except that US Tiger has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, US Tiger has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. Promissory Note — Related Parties On February 2, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non -interest On March 21, 2023, the Extension Payment was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial Business Combination by three months from March 21, 2023 to June 21, 2023. In connection with the Extension Payment, the Company issued the Note to the Sponsor. The Note is non -interest -Term -Term Following the Special Meeting, as of December 31, 2023, four Monthly Extension Payments were deposited into the Trust Account for the public stockholders as of December 31, 2023 by the Sponsor, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023 to October 21, 2023. In connection with the four Monthly Extension Payments, the Company issued four notes to the Sponsor. From October to December 2023, three Monthly Extension Payments was deposited into the Trust Account by TPH which enabled the Company to extend the date by which it has to consummate its initial Business Combination by three months from October 21, 2023 to January 21, 2024. In connection with the October to December Monthly Extension Payments, the Company issued three unsecured promissory notes of $100,000 each to TPH to evidence the payment made for the October to December Monthly Extension Payments. The notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the notes may be accelerated. The payee of the notes, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of December 31, 2023 and December 31, 2022, the Company had total of $1,377,500 and nil nil Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would 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. Up to $3,000,000 of such loans may be converted upon consummation of the Business Combination into Private Placement Units at a price of $10.00 per unit (the “Working Capital Units”). If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Such Working Capital Units converted from loan would be identical to the Private Placement Units sold in the Private Placement. In addition to the promissory notes in relation to the Monthly Extension Payments, the Company also borrowed $485,000 from the Sponsor for working capital purposes. As of December 31, 2023 and December 31, 2022, the Company had total loan from related parties amounted to $2,162,500 and nil

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments & Contingencies [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Risks and Uncertainties Management continuously evaluates the impact of the COVID -19 Registration Rights The holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June 15, 2022, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,275,000 units in the IPO. The Company paid an underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,955,000 to the underwriters at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $3,421,250 until the closing of the Business Combination. In addition, the Company issued 60,000 Representative Shares to US Tiger upon the closing of the IPO.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Stockholders’ Equity [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock no Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B Common Stock will automatically convert into shares of the Class A Common Stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one -for-one -dilution Rights -tenth -tenth As of December 31, 2023 and December 31, 2022, 10,273,875 Rights were outstanding. Warrants five The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement signed on June 15, 2022 (the “warrant agreement”). No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity -linked The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant: • • -day • -trading The Company accounted for the 9,775,000 Warrants issued in the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815 -40 -free 1.38 The Company accounted for the 498,875 Warrants issued in the Private Placement as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815 -40 -free 1.38 As of December 31, 2023 and December 31, 2022, 10,273,875 Warrants were outstanding.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	Note 9 — Income Taxes The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. The income tax provision (benefit) for the year ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31, 2022 were as follows: For the Year 2023 For the 2022 Current Federal $ 665,744 $ 233,530 State 411,948 162,723 Deferred Federal (238,881 ) (69,606 ) State (102,378 ) (29,831 ) Change in valuation allowance 341,259 99,437 Income tax provision $ 1,077,692 $ 396,253 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the year ended 2023 For the 2022 U.S. statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 9.2 % 11.5 % Permanent difference 0.3 % 4.5 % Change in valuation allowance 14.1 % 12.5 % Effective tax rate 44.6 % 49.5 % The Company’s net deferred tax assets at December 31, 2023 and December 31, 2022 were as follows: December 31, 2023 December 31, 2022 Deferred tax assets(liability): Start up cost $ 440,696 $ 99,437 Valuation allowance (440,696 ) (99,437 ) Deferred tax assets, net $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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.

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 through the date the financial statement is issued. Other than the events below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 19, 2024 and February 21, 2024, two Monthly Extension Payments of $100,000 were deposited into the Trust Account which enabled the Company to extend the date by which it has to consummate its initial Business Combination from January 21, 2024 to March 21, 2024. In connection with the Monthly Extension Payments, and pursuant to the Merger Agreement, on October 26, 2023, the Company issued two unsecured promissory notes of $100,000 each to TPH to evidence the payment made for the January and February Monthly Extension Payments. On March 1, 2024, the Company filed a notice of special meeting of stockholders, according to which a special meeting of stockholders is to be held virtually on March 18, 2024 at 11:30 a.m., Eastern Time, where the Company’s stockholders will vote to approve the amendment of the Current Charter to allow the Company until March 21, 2024 to consummate an initial business combination and to elect to extend the period to consummate an initial business combination up to nine times, each by an additional one -month On March -month -month On March

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US 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.
Principles of consolidation	Principles of consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Merger Sub, over which the Company exercises control. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash	Cash The Company considers all short -term
Cash and Marketable securities held in Trust Account	Cash and Marketable securities held in Trust Account At December 31, 2023 and December 31, 2022, $54,075,630 and $100,525,498, respectively of the assets held in the Trust Account were held in money market funds, which are invested in short term U.S. Treasury securities. All of 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 investments held in Trust Account are accounted as interest income in the accompanying statement of operations. Interest income for the year ended December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $3,664,204 and $1,309,248, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term
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 equity 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 as liabilities 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
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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023, common stock subject to possible redemption are presented at redemption value of $10.84 per share as temporary equity, outside of the shareholders’ equity 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 redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. As discussed in Note 1, in connection with the votes to approve the Charter Amendment, 4,791,507
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 Other Assets and Deferred Costs — SEC Materials -10-S99 Expenses of Offering
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net income (loss) per share presented in the statement of operations is based on the following: For the Year For the Net income $ 1,336,935 $ 404,616 Accretion of carrying value to redemption value (4,156,240 ) (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (2,819,305 ) $ (10,068,283 ) For the Year Ended For the Period From Redeemable Non- Total Redeemable Non- Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,992,897) $ (826,408) $ (2,819,305) $ (6,805,147) $ (3,263,136) $ (10,068,283) Accretion of carrying value to redemption value 4,156,240 — 4,156,240 10,472,899 — 10,472,899 Allocation of net income (loss) $ 2,163,343 $ (826,408 ) $ 1,336,935 $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 7,240,883 3,002,625 5,452,529 2,614,542 Basic and diluted net income (loss) per share $ 0.30 $ (0.28 ) $ 0.67 $ (1.25 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2023, the balance in this account was fully covered by the Federal Deposit Insurance Corporation (FDIC) limit.
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 consolidated 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New Jersey state tax laws. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA 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 IRA 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 Company’s initial Business Combination, extension or otherwise, (ii) the structure of the Company’s initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Company’s initial Business Combination (or otherwise issued not in connection with the Company’s initial Business Combination but issued within the same taxable year of the Company’s initial 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 the Company’s initial Business Combination and in the Company’s ability to complete its initial Business Combination. As a result of the 4,791,507 Because the Company did not complete a Business Combination by December 31, 2023, any additional redemption or other repurchase that occurs in connection with an initial Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury.
Stock-Based Compensation	Stock-Based Compensation The sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based -based
Related parties	Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of Net Income (Loss) Per Share	The net income (loss) per share presented in the statement of operations is based on the following: For the Year For the Net income $ 1,336,935 $ 404,616 Accretion of carrying value to redemption value (4,156,240 ) (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (2,819,305 ) $ (10,068,283 )
Schedule of Basic and Diluted Net Income/(loss) Per Share	For the Year Ended For the Period From Redeemable Non- Total Redeemable Non- Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,992,897) $ (826,408) $ (2,819,305) $ (6,805,147) $ (3,263,136) $ (10,068,283) Accretion of carrying value to redemption value 4,156,240 — 4,156,240 10,472,899 — 10,472,899 Allocation of net income (loss) $ 2,163,343 $ (826,408 ) $ 1,336,935 $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 7,240,883 3,002,625 5,452,529 2,614,542 Basic and diluted net income (loss) per share $ 0.30 $ (0.28 ) $ 0.67 $ (1.25 )

Investments Held in Trust Acc_2

Investments Held in Trust Account (Tables)	12 Months Ended
	Dec. 31, 2023
Investments Held in Trust Account [Abstract]
Schedule of Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 54,075,630 Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,525,498

Initial Public Offering (Tables

Initial Public Offering (Tables)	12 Months Ended
	Dec. 31, 2023
Initial Public Offering [Abstract]
Schedule of Common Stock Reflected on the Balance Sheet	As of December 31, 2023, and December 31, 2022, the common stock reflected on the balance sheet is reconciled in the following table. As of December 31, 2023 As of December 31, 2022 Gross proceeds $ 97,750,000 $ 97,750,000 Less: Proceeds allocated to Warrants issued in IPO (1,055,700 ) (1,055,700 ) Proceeds allocated to Rights issued in IPO (1,270,750 ) (1,270,750 ) Offering costs of Public Units (5,824,123 ) (5,824,123 ) Redemption (50,225,065 ) — Plus: Accretion of carrying value to redemption value 14,629,139 10,472,899 Common stock subject to possible redemption $ 54,003,501 $ 100,072,326

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Income Tax Provision (Benefit)	The income tax provision (benefit) for the year ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31, 2022 were as follows: For the Year 2023 For the 2022 Current Federal $ 665,744 $ 233,530 State 411,948 162,723 Deferred Federal (238,881 ) (69,606 ) State (102,378 ) (29,831 ) Change in valuation allowance 341,259 99,437 Income tax provision $ 1,077,692 $ 396,253
Schedule of Income Tax Rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the year ended 2023 For the 2022 U.S. statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 9.2 % 11.5 % Permanent difference 0.3 % 4.5 % Change in valuation allowance 14.1 % 12.5 % Effective tax rate 44.6 % 49.5 %
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets at December 31, 2023 and December 31, 2022 were as follows: December 31, 2023 December 31, 2022 Deferred tax assets(liability): Start up cost $ 440,696 $ 99,437 Valuation allowance (440,696 ) (99,437 ) Deferred tax assets, net $ — $ —

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)				1 Months Ended	11 Months Ended	12 Months Ended
	Jun. 16, 2023	Mar. 21, 2023	Jun. 21, 2022	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Jul. 20, 2023
Organization and Business Operation [Line Items]
Sale of units (in Shares)						478,875
Generating gross proceeds					$ 4,988,750
Transaction costs						5,966,117
Underwriting fees						5,376,250
Other offering cost						517,692
Fair value						72,175
Cash					546,632	$ 18,330
Percentage of fair market value						80%
Trust account for deposit amount		$ 977,500				$ 977,500
Deposit into the trust account per share (in Dollars per share)						$ 0.1
Outstanding principal amount payable						$ 10
Extension Payment Deposited						600,000
Working capital deficit						$ 377,500
Public shares	$ 100,000
Trust account per share (in Dollars per share)	$ 0.04
Common stock redemption (in Shares)						4,791,507
Extension payment						$ 100,000
Tangible assets						5,000,001
Interest to pay dissolution expenses						$ 50,000
Business combination redemption percentage						100%
Public share (in Dollars per share)						$ 10.15
Repayment of loan						$ 300,000
Stockholders holding percentage						65%
IPO [Member]
Organization and Business Operation [Line Items]
Consummated units (in Shares)			9,775,000
Additional units (in Shares)						1,275,000
Representative shares (in Shares)						60,000
Cash						$ 1,029,523
Closing initial public offering						$ 99,216,250
Public units price per share (in Dollars per share)						$ 10.15
Over-Allotment Option [Member]
Organization and Business Operation [Line Items]
Additional units (in Shares)			1,275,000
Private Placement [Member]
Organization and Business Operation [Line Items]
Sale of units (in Shares)						498,875
Price per share (in Dollars per share)						$ 10
Generating gross proceeds						$ 4,988,750
Common stock, description						Each Private Placement Unit consists of one share of Class A common stock (the “Private Shares”), one Warrant, and one Right.
Initial business combination per share (in Dollars per share)						$ 10
Stock per share (in Dollars per share)						10
Outstanding principal amount payable (in Dollars per share)						9.76
Class A Common Stock [Member]
Organization and Business Operation [Line Items]
Consummated units (in Shares)				4,791,507
Price per share (in Dollars per share)					$ 0.0001	0.0001
Exercise price (in Dollars per share)						11.5
Offering price (in Dollars per share)						$ 10
Gross proceeds						$ 97,750,000
Price per share (in Dollars per share)			$ 11.5
Monthly Extension Payment [Member]
Organization and Business Operation [Line Items]
Deposited into the trust account						100,000
Deposits carrying value							$ 100,000
Unsecured promissory note						100,000
Liquidity and Capital Resources and Going Concern [Member]
Organization and Business Operation [Line Items]
Working capital deficit						$ 2,268,086
Business Combination [Member]
Organization and Business Operation [Line Items]
Price per share (in Dollars per share)						$ 10
Outstanding voting securities percentage						50%
Business combination redemption percentage						100%
Stock per share (in Dollars per share)		$ 0.1
Tangible assets						$ 5,000,001
Repayment of loan						$ 3,000,000
Business Combination [Member] | IPO [Member]
Organization and Business Operation [Line Items]
Business combination redemption percentage						100%
Private Placement [Member]
Organization and Business Operation [Line Items]
Sale of units (in Shares)						478,875
U.S. Tiger Securities, Inc [Member]
Organization and Business Operation [Line Items]
Sponsor shares (in Shares)						20,000
Representative shares (in Shares)						60,000
Sponsor [Member]
Organization and Business Operation [Line Items]
Stock per share (in Dollars per share)						$ 10
Unsecured promissory note						$ 100,000
Outstanding principal amount payable (in Dollars per share)						$ 10
Repayment of loan						$ 1,377,500

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)		1 Months Ended	11 Months Ended	12 Months Ended
	Aug. 16, 2022	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2023
Significant Accounting Policies [Line Items]
Cash and Cash Equivalents, at Carrying Value			$ 546,632	$ 18,330
Assets held in trust account			100,525,498	54,075,630
Interest income			$ 1,309,248	3,664,204
Additional paid in capital				$ 0
Common stock redemption (in Shares)				4,791,507
Cash withdrawn from trust				$ 50,225,065
Offering costs				$ 5,966,117
U.S. federal excise tax			21%	21%
Excise tax rate		1%
Reduction of retained deficit		$ 502,251
Founder shares (in Shares)				505,000
Class A Common Stock [Member]
Significant Accounting Policies [Line Items]
Redemption price per share (in Dollars per share)			$ 10.24	$ 10.84
Common stock subject to possible redemption, shares (in Shares)			9,775,000	4,983,493
Redeemed shares (in Shares)		4,791,507
IRA [Member]
Significant Accounting Policies [Line Items]
U.S. federal excise tax	1%
Fair Market [Member]
Significant Accounting Policies [Line Items]
U.S. federal excise tax	1%
Founder Shares [Member]
Significant Accounting Policies [Line Items]
Fair value of granted founder shares (in Shares)				505,000
Forfeiture shares (in Shares)				75,650
Estimated forfeiture value				$ 107,712
Founder shares (in Shares)				429,350
Price oer share (in Dollars per share)				$ 0.25

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net Income (Loss) Per Share [Line Items]
Net income	$ 404,616	$ 1,336,935	$ 404,616
Accretion of carrying value to redemption value		(4,156,240)	(10,472,899)
Net loss including accretion of carrying value to redemption value		$ (2,819,305)	$ (10,068,283)

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income/(loss) Per Share - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Numerators:
Allocation of net loss including carrying value to redemption value		$ (2,819,305)	$ (10,068,283)
Accretion of carrying value to redemption value		4,156,240	10,472,899
Allocation of net income (loss)		$ 1,336,935	404,616
Denominators:
Weighted-average shares outstanding (in Shares)	5,452,529	7,240,883
Basic net income (loss) per share (in Dollars per share)	$ 0.67	$ 0.3
Redeemable Common Stock [Member]
Numerators:
Allocation of net loss including carrying value to redemption value		$ (1,992,897)	(6,805,147)
Accretion of carrying value to redemption value		4,156,240	10,472,899
Allocation of net income (loss)		$ 2,163,343	$ 3,667,752
Denominators:
Weighted-average shares outstanding (in Shares)		7,240,883	5,452,529
Basic net income (loss) per share (in Dollars per share)		$ 0.3	$ 0.67
Non-Redeemable Common Stock [Member]
Numerators:
Allocation of net loss including carrying value to redemption value		$ (826,408)	$ (3,263,136)
Accretion of carrying value to redemption value
Allocation of net income (loss)		$ (826,408)	$ (3,263,136)
Denominators:
Weighted-average shares outstanding (in Shares)		3,002,625	2,614,542
Basic net income (loss) per share (in Dollars per share)		$ (0.28)	$ (1.25)

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income/(loss) Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income/(loss) Per Share (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ 0.30	$ 0.67
Non-Redeemable Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income/(loss) Per Share (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ (0.28)	$ (1.25)

Investments Held in Trust Acc_3

Investments Held in Trust Account (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Investments Held in Trust Account [Line Items]
Assets held in the trust account	$ 100,525,498	$ 54,075,630
Interest income	$ 1,309,248	$ 3,664,204

Investments Held in Trust Acc_4

Investments Held in Trust Account (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Trust Account - U.S. Treasury Securities Money Market Fund	$ 54,075,630	$ 100,525,498

Initial Public Offering (Detail

Initial Public Offering (Details) - IPO [Member] - USD ($)		12 Months Ended
	Jun. 21, 2022	Dec. 31, 2023
Initial Public Offering [Line Items]
Public shares sold	9,775,000	9,775,000
Public units per share	$ 10
Generating gross proceeds	$ 97,750,000
Initial business combination year		5 years
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Public units per share		$ 10

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheet - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Common Stock Reflected on the Balance Sheet [Abstract]
Gross proceeds	$ 97,750,000	$ 97,750,000
Less:
Proceeds allocated to Warrants issued in IPO	(1,055,700)	(1,055,700)
Proceeds allocated to Rights issued in IPO	(1,270,750)	(1,270,750)
Offering costs of Public Units	(5,824,123)	(5,824,123)
Redemption	(50,225,065)
Plus:
Accretion of carrying value to redemption value	14,629,139	10,472,899
Common stock subject to possible redemption	$ 54,003,501	$ 100,072,326

Private Placement (Details)

Private Placement (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Private Placement [Line Items]
Aggregate proceeds (in Dollars)	$ 4,988,750
Private Placement [Member]
Private Placement [Line Items]
Sale of units		498,875
Price per share (in Dollars per share)		$ 10
Aggregate proceeds (in Dollars)		$ 4,988,750
U.S. Tiger [Member]
Private Placement [Line Items]
Sponsor shares		20,000
Sponsor [Member]
Private Placement [Line Items]
Sale of units		478,875
Price per share (in Dollars per share)		$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		11 Months Ended	12 Months Ended
	Feb. 02, 2022	Dec. 31, 2022	Dec. 31, 2023	Mar. 21, 2023
Related Party Transactions [Line Items]
Aggregate purchase price		$ 25,000
Founder shares percentage			50%
Founder shares (in Shares)			505,000
Sale of units (in Shares)			478,875
Aggregate proceeds		4,988,750
Outstanding loan balance	$ 280,000
price per share (in Dollars per share)			$ 10
Extension Payment deposited			$ 600,000
Deposited			377,500
Unsecured promissory notes			100,000
Repayment of loan			300,000
Loan from shareholders			$ 2,162,500
Private Placement [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)			$ 10
Sale of units (in Shares)			498,875
Aggregate proceeds			$ 4,988,750
Price per share (in Dollars per share)			$ 10
IPO [Member]
Related Party Transactions [Line Items]
Representative shares (in Shares)			60,000
Loan issued	$ 500,000
Class B common stock [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)	2,443,750
Aggregate purchase price	$ 25,000
Price per share (in Dollars per share)	$ 0.01
Founder shares issued (in Shares)		2,443,750	2,443,750
Founder shares outstanding (in Shares)		2,443,750	2,443,750
Founder shares percentage			20%
Business Combination [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)				$ 0.1
Business combination per share (in Dollars per share)			$ 12.5
Price per share (in Dollars per share)			$ 10
Repayment of loan			$ 3,000,000
Converted loans			$ 3,000,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Founder shares percentage			50%
Founder shares (in Shares)			429,350
Fair value of granted founder shares (in Shares)			505,000
Forfeiture shares (in Shares)			75,650
Estimated forfeiture value			$ 107,712
Price per share (in Dollars per share)			$ 0.25
US Tiger [Member]
Related Party Transactions [Line Items]
Sponsor shares (in Shares)			20,000
Representative shares (in Shares)			60,000
Sponsor [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)			$ 10
Repayment of loan			$ 1,377,500
Sponsor for working capital			$ 485,000

Commitments & Contingencies (De

Commitments & Contingencies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
IPO [Member]
Commitments & Contingencies [Line Items]
Purchase of additional units	1,275,000
Underwriting discount percentage	2%
Gross proceeds | $	$ 1,955,000
Deferred underwriting fee percentage	3.50%
Representative shares	60,000
US Tiger [Member]
Commitments & Contingencies [Line Items]
Representative shares	60,000
Business Combination [Member] | IPO [Member]
Commitments & Contingencies [Line Items]
Gross proceeds | $	$ 3,421,250

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 21, 2022	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized		500,000	500,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Voting rights		one
Rights outstanding		10,273,875	10,273,875
Warrants expire	5 years
Warrants redemption description		The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:•        in whole and not in part;•        upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and•        if, and only if, the reported last sale price of the Class A 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 three business days before the Company sends the notice of redemption to the warrant holders.
IPO [Member]
Stockholders’ Equity [Line Items]
Warrant issued shares	9,775,000
Private Placement [Member]
Stockholders’ Equity [Line Items]
Warrant issued shares		498,875
Price per share (in Dollars per share)		$ 10
Fair value of warrants (in Dollars)		$ 50
Warrants per units (in Dollars per share)		$ 0.108
Expected volatility		10.30%
Risk-free interest rate		2.92%
Expected life		1 year 138 days
Exercise price (in Dollars per share)		$ 11.5
Stock price (in Dollars per share)		$ 9.76
Class A Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized		25,000,000	25,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		558,875	558,875
Common stock, shares outstanding		558,875	558,875
Subject to possible redemption		4,983,493	9,775,000
Price per share (in Dollars per share)	$ 11.5
Class B common stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized		4,500,000	4,500,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		2,443,750	2,443,750
Common stock, shares outstanding		2,443,750	2,443,750
Warrant [Member]
Stockholders’ Equity [Line Items]
Rights outstanding		10,273,875	10,273,875
Fair value of warrants (in Dollars)		$ 1,100
Warrants per units (in Dollars per share)		$ 0.108
Expected volatility		10.30%
Risk-free interest rate		2.92%
Expected life		1 year 138 days
Exercise price (in Dollars per share)		$ 11.5
Stock price (in Dollars per share)		$ 9.76
Warrant [Member] | IPO [Member]
Stockholders’ Equity [Line Items]
Warrant issued shares	9,775,000	9,775,000
Business Combination [Member]
Stockholders’ Equity [Line Items]
Price per share (in Dollars per share)		$ 10
Business combination, description		In addition, if (x) the Company issues additional shares of Class A 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 (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) 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 higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price.
Sponsor [Member]
Stockholders’ Equity [Line Items]
Warrant issued shares	478,875
Stock price (in Dollars per share)		$ 10
Sponsor [Member] | Warrant [Member]
Stockholders’ Equity [Line Items]
Warrant issued shares	478,875
Sponsor shares amount	20,000
US Tiger [Member]
Stockholders’ Equity [Line Items]
Sponsor shares amount	20,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Income Tax Provision (Benefit) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Current
Federal	$ 233,530	$ 665,744
State	162,723	411,948
Deferred
Federal	(69,606)	(238,881)
State	(29,831)	(102,378)
Change in valuation allowance	99,437	341,259
Income tax provision	$ 396,253	$ 1,077,692

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Tax Rate	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Schedule of Income Tax Rate [Abstract]
U.S. statutory rate	21%	21%
State income tax, net of federal benefit	11.50%	9.20%
Permanent difference	4.50%	0.30%
Change in valuation allowance	12.50%	14.10%
Effective tax rate	49.50%	44.60%

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets(liability):
Start up cost	$ 440,696	$ 99,437
Valuation allowance	(440,696)	(99,437)
Deferred tax assets, net

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)						11 Months Ended	12 Months Ended
	Mar. 19, 2024	Mar. 18, 2024	Feb. 21, 2024	Jan. 19, 2024	Oct. 26, 2023	Dec. 31, 2022	Dec. 31, 2023
Subsequent Events [Line Items]
Unsecured promissory note					$ 100,000
Issuance of representative shares						$ 72,175
Public share (in Dollars per share)							$ 10.15
Unsecured promissory notes							$ 100,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Trust account			$ 100,000	$ 100,000
Issuance of representative shares	$ 60,000	$ 60,000
Public share (in Dollars per share)		$ 0.035
Common shares issued (in Shares)		2,378,699
Unsecured promissory notes	$ 60,000