dMY Squared Technology (DMYY) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Entity File Number	001-41519
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Fiscal Period Focus	FY
Entity Registrant Name	DMY SQUARED TECHNOLOGY GROUP, INC.
Entity Central Index Key	0001915380
Entity Tax Identification Number	88-0748933
Entity Incorporation, State or Country Code	MA
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	80 North Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	781-4313
Title of 12(b) Security	Class A Common Stock, par value $0.0001 pershare
Trading Symbol	DMYY
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 64,896,130
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Document Financial Statement Error Correction [Flag]	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,338,586
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,579,750
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant
Trading Symbol	DMYY.U
Security Exchange Name	NYSEAMER
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	DMYY.WS
Security Exchange Name	NYSEAMER

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 9	$ 238,539
Prepaid expenses	155,625	565,472
Total current assets	155,634	804,011
Investments held in Trust Account	67,545,266	64,703,943
Total Assets	67,700,900	65,507,954
Current liabilities:
Accounts payable	505,955	170,837
Accrued expenses	577,446	273,619
Advances from related parties	185,121	0
Corporate tax payable	374,267	155,655
Income tax payable	511,031	86,214
Total current liabilities	2,153,820	686,325
Overfunding loans	947,850	947,850
Derivative warrant liabilities	906,630	2,478,110
Deferred underwriting commissions	2,211,650	2,211,650
Total Liabilities	6,219,950	6,323,935
Commitments and Contingencies
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 6,319,000 shares subject to possible redemption at approximately $10.53 and $10.19 per share as of December 31, 2023 and 2022, respectively	66,559,968	64,362,074
Shareholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2023 and 2022	0	0
Additional paid-in capital	0	0
Accumulated deficit	(5,079,176)	(5,178,213)
Total shareholders' deficit	(5,079,018)	(5,178,055)
Total Liabilities and Shareholders' Deficit	67,700,900	65,507,954
Common Class A [Member]
Current liabilities:
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 6,319,000 shares subject to possible redemption at approximately $10.53 and $10.19 per share as of December 31, 2023 and 2022, respectively	66,559,968	64,362,074
Shareholders' Deficit:
Common Stock	0	0
Common Class B [Member]
Shareholders' Deficit:
Common Stock	$ 158	$ 158

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jan. 02, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 16, 2022
Preferred stock par or stated value per share		$ 0.0001	$ 0.0001
Preferred stock shares authorized		1,000,000	1,000,000
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	0
Common stock shares outstanding	2,338,586
Temporary equity redemption price per share		$ 10.15
Common Class B [Member]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares authorized		5,000,000	5,000,000
Common stock shares issued		1,579,750	1,579,750	1,725,000
Common stock shares outstanding		1,579,750	1,579,750	1,725,000
Common Class A [Member]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares authorized		35,000,000	35,000,000
Common stock shares issued		6,319,000	6,319,000
Common stock shares outstanding		6,319,000	6,319,000
Temporary equity, shares outstanding		6,319,000	6,319,000
Temporary equity redemption price per share		$ 10.53	$ 10.19
Non-redeemable Class A Common Stock [Member]
Common stock shares issued		0	0
Common stock shares outstanding			0

Statements of Operations

Statements of Operations - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
General and administrative expenses	$ 932,709	$ 1,472,490
Corporate tax expenses	155,655	413,612
Loss from operations	(1,088,364)	(1,886,102)
Other income (expenses):
Interest income on operating account	106	46
Interest income from investments held in Trust Account	566,093	3,145,323
Change in fair value of derivative warrant liabilities	(1,752,810)	1,571,480
Offering costs associated with derivative warrant liabilities	(27,080)	0
Total other income (expenses)	(1,213,691)	4,716,849
Net income (loss) before provision for income taxes	(2,302,055)	2,830,747
Provision for income taxes	86,214	533,816
Net income (loss)	(2,388,269)	2,296,931
Common Class A [Member]
Other income (expenses):
Net income (loss)	$ (1,333,544)	$ 1,837,545
Weighted average shares outstanding, basic	1,924,942	6,319,000
Weighted average shares outstanding, diluted	1,924,942	6,319,000
Basic net income (loss) per share	$ (0.69)	$ 0.29
Diluted net income (loss) per share	$ (0.69)	$ 0.29
Common Class B [Member]
Other income (expenses):
Net income (loss)	$ (1,054,725)	$ 459,386
Weighted average shares outstanding, basic	1,522,473	1,579,750
Weighted average shares outstanding, diluted	1,522,473	1,579,750
Basic net income (loss) per share	$ (0.69)	$ 0.29
Diluted net income (loss) per share	$ (0.69)	$ 0.29

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Total	Common Class B [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Beginning balance, Shares at Feb. 14, 2022			0
Beginning balance at Feb. 14, 2022	$ 0		$ 0	$ 0	$ 0
Issuance of Class B common stock to Sponsor, Shares			1,725,000
Issuance of Class B common stock to Sponsor	25,000		$ 173	24,827
Excess of cash received over fair value of private placement warrants	2,538,500			2,538,500
Accretion for Class A common stock to redemption amount	(5,353,286)			(2,563,342)	(2,789,944)
Forfeiture of Class B common stock, shares			(145,250)
Forfeiture of Class B common stock			$ (15)	15
Net income (loss)	(2,388,269)	$ (1,054,725)			(2,388,269)
Ending balance, Shares at Dec. 31, 2022			1,579,750
Ending balance at Dec. 31, 2022	(5,178,055)		$ 158	0	(5,178,213)
Accretion for Class A common stock to redemption amount	(2,197,894)				(2,197,894)
Net income (loss)	2,296,931	$ 459,386			2,296,931
Ending balance, Shares at Dec. 31, 2023			1,579,750
Ending balance at Dec. 31, 2023	$ (5,079,018)		$ 158	$ 0	$ (5,079,176)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Cash Flows from Operating Activities:
Net income (loss)	$ (2,388,269)	$ 2,296,931
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income from investments held in Trust Account	(566,093)	(3,145,323)
Change in fair value of derivative warrant liabilities	1,752,810	(1,571,480)
Offering costs associated with derivative warrant liabilities	27,080	0
General and administrative expenses paid by related party under promissory note	41,000	0
Changes in operating assets and liabilities:
Prepaid expenses	(565,472)	409,847
Accounts payable	115,837	369,438
Accrued expenses	273,619	303,827
Advances from related parties	0	92,989
Corporate tax payable	155,655	218,612
Income tax payable	86,214	424,817
Net cash used in operating activities	(1,067,619)	(600,342)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(64,137,850)	0
Withdrawal from Trust Account to pay for taxes	0	304,000
Net cash provided by (used in) investing activities	(64,137,850)	304,000
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Proceeds advanced from related parties	0	57,812
Proceeds from note payable - related parties	50,000	0
Repayment of note payable to related parties	(149,570)	0
Proceeds received from Overfunding Loans	947,850	0
Proceeds received from initial public offering, gross	63,190,000	0
Proceeds received from private placement	2,884,660	0
Offering costs paid	(1,503,932)	0
Net cash provided by financing activities	65,444,008	57,812
Net change in cash	238,539	(238,530)
Cash—Beginning of the period	0	238,539
Cash—End of the period	238,539	9
Supplemental disclosure of noncash activities:
Accounts payable paid by related party	0	34,320
Offering costs included in accounts payable	55,000	0
Offering costs paid by related party under promissory note	58,570	0
Deferred underwriting commissions	2,211,650	0
Supplemental cash flow information:
Cash paid for income taxes	$ 0	$ 304,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,388,269)	$ 2,296,931

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations dMY Squared Technology Group, Inc. (the “Company”) is a blank check company incorporated in Massachusetts. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “units” and, with respect to the Class A common stock included in the units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 4). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000. In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account. Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in 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 company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share). The per-share These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Amended and Restated Articles of Organization (the “Charter”) initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period, or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company’s Charter initially provided 15 months from the closing of the initial public offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an additional 3 - At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares on a one-for-one the Company its the Company it has In connection with the Contribution and advances the the Company the Company the h the Company consummates the Company does the Since January 2, 2024, the the the Company has (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 subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $ of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2023, the Company had de minimis cash and working capital deficit of approximately $2.0 million (including tax obligations of approximately $885,000 that may be paid using investment income earned in the Trust Account). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties totaling approximately $185,000 as of December 31, 2023. Subsequent to December 31, 2023, the Company borrowed an additional amount of approximately $155,000 from related parties and then paid back approximately $ 167,000 In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to an affiliate of the Sponsor with a principal amount up to $1.75 million on January 2, 2024 as discussed above. From January through March 2024, the Company borrowed $191,667 under the Convertible Note and contributed such amount into the Trust Account in connection with extensions to extend the Combination Period to April 29, 2024. In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2023, 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 on a redemption of Public Shares or other stock of the Company in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any private investment in public equity (PIPE) financing or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (iv) the content of regulations and other guidance from the Treasury. As noted above, the excise tax would be payable by the Company and not by the redeeming holder. The imposition of the excise tax could cause a reduction in the cash available on hand to complete a Business Combination or for effecting redemptions and may affect the Company’s ability to complete a Business Combination. On December 27, 2022, the Treasury and Internal Revenue Service issued a Notice 2023-2,

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022 . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement ,” Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liabilities The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Convertible Note Payable – Related Parties The option to convert the Convertible Note issued to an affiliate of the Sponsor on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and will be required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering. Public Shares Subject to Possible Redemption As discussed in Note 1, all of the 6,319,000 Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480 redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against additional paid-in As of December 31, 2023, the amounts of Public Shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 63,190,000 Less: Proceeds allocated to Public Warrants (379,140 ) Public Shares issuance costs (3,802,072 ) Plus: Accretion of carrying value to redemption value 5,353,286 Public Shares subject to possible redemption - December 31, 2022 64,362,074 Plus: Accretion of carrying value to redemption value 2,197,894 Public Shares subject to possible redemption - December 31, 2023 $ 66,559,968 Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents For the year ended December 31, 2023 For the period from February 15, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,837,545 $ 459,386 $ (1,333,544 ) $ (1,054,725 ) Denominator: Basic and diluted weighted average common shares outstanding 6,319,000 1,579,750 1,924,942 1,522,473 Basic and diluted net income (loss) per common share $ 0.29 $ 0.29 $ (0.69 ) $ (0.69 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”) . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03,

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units at a price of $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a 45-day one-half

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”) for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the , The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000. Each Private Placement Warrant is exercisable for one whole Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans Promissory Note and Advances from Related Parties On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest no As of December 31, 2023 and 2022, the Company had outstanding advances balance of approximately $185,000 and $0, respectively, owed to the Company’s officers for working capital needs, respectively. Subsequent to December 31, 2023, the Company borrowed an additional amount of approximately $155,000 from related parties, and then paid back approximately Overfunding Loans Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into shares of Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so. Convertible Promissory Note In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to an affiliate of the Sponsor with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the New Sponsor. Such warrants will have terms identical to the Private Placement Warrants. From January through March 2024, the Company borrowed $191,667 under the Convertible Note and contributed such amount into the Trust Account in connection with extensions to extend the Combination Period. The option to convert the Convertible Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. Administrative Services Agreement On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $120,000 and $30,000 in connection with such fees during the year ended December 31, 2023 and the period from February 15, 2022 (inception) through December 31, 2022 in the accompanying statements of operations, respectively. The Company prepaid $150,000 in connection with such fees and had an unused balance of $50,000 in prepaid expenses recorded in the accompanying balance sheets as of December 31, 2022. Such prepaid amount was used up and as of December 31, 2023, the Company recorded an outstanding balance of $70,000 in connection with such fees in accrued expenses in the accompanying balance sheet. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.14 per unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	12 Months Ended
	Dec. 31, 2023
Disclosure Of Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 6—Derivative Warrant Liabilities As of December 31, 2023 and 2022, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market 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 Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable Redemption of Public Warrants when the price per Public Share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day • if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading Redemption of Public Warrants when the price per share of Public Shares equals or exceeds $10.00 • in whole and not in part; • at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and • if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 7—Shareholders’ Deficit Preferred Stock Class A Shares In connection with the Special Meeting held on January 2, 2024, a total of 3,980,414 Public Shares were presented for redemption, leaving 2,338,586 Public Shares outstanding. The Company paid approximately $40.4 million for such redemption on January 4, 2024. Class B Shares The Company’s one-for-one as-converted Shares one-for-one

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, by level within the fair value hierarchy: December 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 67,545,266 $ —  $ —  Liabilities: Derivative warrant liabilities - Public Warrants $ —  $ 473,930 $ —  Derivative warrant liabilities - Private Warrants $ —  $ —  $ 432,700 December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 64,703,943 $ —  $ —  Liabilities: Derivative warrant liabilities - Public Warrants $ 1,295,400 $ —  $ —  Derivative warrant liabilities - Private Warrants $ —  $ —  $ 1,182,710 (1) Includes $859 and $1,663 of cash balance held within the Trust Account as of December 31, 2023 and 2022, . Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of December 31, 2023, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of December 31, 2023 and 2022. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of December 31, 2023 and 2022: As of December 31, 2023 As of December 31, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 10.60 $ 10.05 Volatility 5.1 % 4.9 % Risk-free rate 3.77 % 3.90 % Dividend yield 0.0 % 0.0 % The changes in the Level 3 fair value of the derivative warrant liabilities for year ended December 31, 2023 and for the period from February 15, 2022 (inception) through December 31, 2022 are summarized as follows: Balance as of February 15, 2022 (inception) - Level 3 $ —  Issuance of Public Warrants and Private Placement Warrants 725,300 Transfer of Public Warrants to Level 1 (379,140 ) Change in fair value of derivative warrant liabilities - Private Warrants 836,550 Balance as of December 31, 2022 - Level 3 1,182,710 Change in fair value of derivative warrant liabilities - Private Warrants (750,010 ) Balance as of December 31, 2023 - Level 3 $ 432,700

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 9—Income Taxes The income tax provision consists of the following: For the year ended For the period from February 15, Current Federal $ 575,816 $ 86,214 State —  —  Deferred Federal (309,223 ) (195,869 ) State —  —  Valuation allowance 309,223 195,869 Income tax provision 575,816 86,214 Adjustment for prior year tax estimate (42,000 ) —  Income tax provision, net $ 533,816 $ 86,214 The Company’s net deferred tax assets are as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Start-up/ o $ 505,092 $ 195,869 Net operating loss carryforwards —  —  Total deferred tax assets 505,092 195,869 Valuation allowance (505,092 ) (195,869 ) Deferred tax asset, net of allowance $ —  $ —  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. For the year ended December 31, 2023 and for the period from February 15, 2022 (inception) through December 31, 2022, the valuation allowances were A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (11.7 )% (16.0 )% Financing costs - derivative warrant liabilities 0.0 % (0.3 )% Start-up/ o 0.1 % 0.0 % Change in valuation allowance 10.9 % (8.5 )% Income tax expense 20.3 % (3.8 ) There were no unrecognized tax benefits as of December 31, 2022. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is h a

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 up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, except the Special Meeting, held on January 2, 2024, issuance of the Convertible Note in connection with the proposals approved during such meeting and additional advances received from related parties as noted in Note s

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022 .
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement ,”
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities	Warrant Liabilities The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Convertible Note Payable – Related Parties The option to convert the Convertible Note issued to an affiliate of the Sponsor on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and will be required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs of Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption	Public Shares Subject to Possible Redemption As discussed in Note 1, all of the 6,319,000 Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480 redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against additional paid-in As of December 31, 2023, the amounts of Public Shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 63,190,000 Less: Proceeds allocated to Public Warrants (379,140 ) Public Shares issuance costs (3,802,072 ) Plus: Accretion of carrying value to redemption value 5,353,286 Public Shares subject to possible redemption - December 31, 2022 64,362,074 Plus: Accretion of carrying value to redemption value 2,197,894 Public Shares subject to possible redemption - December 31, 2023 $ 66,559,968
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents For the year ended December 31, 2023 For the period from February 15, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,837,545 $ 459,386 $ (1,333,544 ) $ (1,054,725 ) Denominator: Basic and diluted weighted average common shares outstanding 6,319,000 1,579,750 1,924,942 1,522,473 Basic and diluted net income (loss) per common share $ 0.29 $ 0.29 $ (0.69 ) $ (0.69 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”) . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03,

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Public Shares reflected on the balance sheet	As of December 31, 2023, the amounts of Public Shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 63,190,000 Less: Proceeds allocated to Public Warrants (379,140 ) Public Shares issuance costs (3,802,072 ) Plus: Accretion of carrying value to redemption value 5,353,286 Public Shares subject to possible redemption - December 31, 2022 64,362,074 Plus: Accretion of carrying value to redemption value 2,197,894 Public Shares subject to possible redemption - December 31, 2023 $ 66,559,968
Summary Of Earnings Per Share, Basic And Diluted	The following table presents For the year ended December 31, 2023 For the period from February 15, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,837,545 $ 459,386 $ (1,333,544 ) $ (1,054,725 ) Denominator: Basic and diluted weighted average common shares outstanding 6,319,000 1,579,750 1,924,942 1,522,473 Basic and diluted net income (loss) per common share $ 0.29 $ 0.29 $ (0.69 ) $ (0.69 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fairvalue Assets And Liabilities Measured On Recurring And Nonrecurring Basis	The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, by level within the fair value hierarchy: December 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 67,545,266 $ —  $ —  Liabilities: Derivative warrant liabilities - Public Warrants $ —  $ 473,930 $ —  Derivative warrant liabilities - Private Warrants $ —  $ —  $ 432,700 December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 64,703,943 $ —  $ —  Liabilities: Derivative warrant liabilities - Public Warrants $ 1,295,400 $ —  $ —  Derivative warrant liabilities - Private Warrants $ —  $ —  $ 1,182,710 (1) Includes $859 and $1,663 of cash balance held within the Trust Account as of December 31, 2023 and 2022, .
Schedule of Fair Value Measurement Inputs and Valuation	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of December 31, 2023 and 2022: As of December 31, 2023 As of December 31, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 10.60 $ 10.05 Volatility 5.1 % 4.9 % Risk-free rate 3.77 % 3.90 % Dividend yield 0.0 % 0.0 %
Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation	The changes in the Level 3 fair value of the derivative warrant liabilities for year ended December 31, 2023 and for the period from February 15, 2022 (inception) through December 31, 2022 are summarized as follows: Balance as of February 15, 2022 (inception) - Level 3 $ —  Issuance of Public Warrants and Private Placement Warrants 725,300 Transfer of Public Warrants to Level 1 (379,140 ) Change in fair value of derivative warrant liabilities - Private Warrants 836,550 Balance as of December 31, 2022 - Level 3 1,182,710 Change in fair value of derivative warrant liabilities - Private Warrants (750,010 ) Balance as of December 31, 2023 - Level 3 $ 432,700

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of income tax provision	The income tax provision consists of the following: For the year ended For the period from February 15, Current Federal $ 575,816 $ 86,214 State —  —  Deferred Federal (309,223 ) (195,869 ) State —  —  Valuation allowance 309,223 195,869 Income tax provision 575,816 86,214 Adjustment for prior year tax estimate (42,000 ) —  Income tax provision, net $ 533,816 $ 86,214
Schedule of company's deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Start-up/ o $ 505,092 $ 195,869 Net operating loss carryforwards —  —  Total deferred tax assets 505,092 195,869 Valuation allowance (505,092 ) (195,869 ) Deferred tax asset, net of allowance $ —  $ —
Schedule of reconciliation company's effective tax rate	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (11.7 )% (16.0 )% Financing costs - derivative warrant liabilities 0.0 % (0.3 )% Start-up/ o 0.1 % 0.0 % Change in valuation allowance 10.9 % (8.5 )% Income tax expense 20.3 % (3.8 )

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)							11 Months Ended	12 Months Ended
	Jan. 24, 2024	Jan. 02, 2024	Oct. 11, 2022	Oct. 04, 2022	Aug. 16, 2022	Mar. 03, 2022	Dec. 31, 2022	Dec. 31, 2023	Jan. 04, 2024	Jan. 01, 2024
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance initial public offering							$ 63,190,000	$ 0
Deferred Underwriting Commissions Noncurrent								2,100,000
Proceeds from the issuance of common stock							25,000	0
Proceeds from related party debt							947,850	0
Payments to Acquire Restricted Investments			$ 64,100,000				64,137,850	$ 0
Term of restricted investments			185 days
Payment per share to acquire restricted shares			$ 10.15
Temporary equity redemption price per share								$ 10.15
Minimum Net Worth Required for Compliance								$ 5,000,001
Percentage of public shares that can be transferred without any restriction								15%
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination								100%
Threshold number of business days for redemption								10 days
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities								$ 100,000
Per share amount in the trust account minimum								$ 10.15
Per share amount in the trust account maximum								$ 10.15
Net working capital								$ 2,000,000
Income taxes payable by interest income in trust								885,000
Advance from related parties							0	185,121
Redemption of shares									3,980,414
Amount paid to shares redeemed									$ 42,000,000
Tangible assets value		$ 5,000,001						$ 5,000,001
Percentage of redemption of public shares incase of non completion of initial business combination			100%
Percentage of shares to be reedemed		100%
Convertible Debt [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Interest on convertible note		$ 0
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of excise tax					1%
Percentage of excise tax on certain share repurchases					1%
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prospective assets of acquire as a percentage of fair value of assets in the trust account								80%
Business combination period								15 months
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination period								21 months
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt instrument, face amount		$ 1,750,000							41,667
Debt instrument, convertible, conversion price		$ 1						$ 1
Convertible promissory note issued		$ 1,750,000
Issuance of convertible note								$ 1,750,000
Proceeds from (Repayments of) Debt								167,000
Sponsor [Member] | Borrowings [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from related party debt	$ 191,667	191,667						155,000
Sponsor [Member] | Initial Overfunding Loan [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from related party debt			$ 900,000
Debt instrument, face amount				$ 900,000
Sponsor [Member] | Additional Overfunding Loan [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from related party debt			47,850
Debt instrument, face amount			$ 47,850
Sponsor [Member] | Extension Loans [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt instrument, face amount								631,900	$ 50,000
Sponsor [Member] | Promissory Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from related party debt						$ 145,000
Debt instrument, face amount								145,000
Related Party [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Advance from related parties		$ 191,667						$ 185,000		$ 173,000
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights issue of warrants during the period units								2,840,000
Class of warrants or rights issue price per share								$ 1
Proceeds from the issuance of warrants								$ 2,800,000
Additional Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights issue of warrants during the period units			44,660
Class of warrants or rights issue price per share			$ 1
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued price per share				$ 10
Deferred Underwriting Fee								$ 112,000
Private Placement [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights issue of warrants during the period units				2,840,000
Class of warrants or rights issue price per share				$ 1
Proceeds from the issuance of warrants				$ 2,800,000
Private Placement [Member] | Additional Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights issue of warrants during the period units			44,660
Class of warrants or rights issue price per share			$ 1
Proceeds from the issuance of warrants			$ 45,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance initial public offering							$ 63,190,000
Temporary equity redemption price per share							$ 10.19	$ 10.53
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares new issues				6,000,000
Shares issued price per share				$ 10
Proceeds from issuance initial public offering				$ 60,000,000
Deferred Underwriting Commissions Noncurrent				2,100,000
Offering Costs Allocated To Derivative Warrant Liabilities				26,000
Payment of stock issuance costs				$ 3,700,000
Common Class A [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares new issues			319,000
Deferred Underwriting Fee			$ 112,000
Payment of stock issuance costs			156,000
Proceeds from the issuance of common stock			$ 3,200,000
Common Class B [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from the issuance of common stock								$ 25,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Cash equivalents at carrying value	$ 0	$ 0
Cash FDIC insured amount	250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits income tax penalties and interest accrued	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Public Shares reflected on the balance sheet (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Temporary Equity [Line Items]
Gross proceeds	$ 63,190,000	$ 0
Accretion of carrying value to redemption value	5,353,286	2,197,894
Public Shares subject to possible redemption	64,362,074	66,559,968
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds	63,190,000
Proceeds allocated to Public Warrants	(379,140)
Public Shares issuance costs	(3,802,072)
Accretion of carrying value to redemption value	5,353,286	2,197,894
Public Shares subject to possible redemption	$ 64,362,074	$ 66,559,968

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary Of Earnings Per Share, Basic And Diluted (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Numerator:
Allocation of net income (loss)	$ (2,388,269)	$ 2,296,931
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ (1,333,544)	$ 1,837,545
Denominator:
Weighted average shares outstanding, basic	1,924,942	6,319,000
Weighted average shares outstanding, diluted	1,924,942	6,319,000
Basic net income (loss) per share	$ (0.69)	$ 0.29
Diluted net income (loss) per share	$ (0.69)	$ 0.29
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ (1,054,725)	$ 459,386
Denominator:
Weighted average shares outstanding, basic	1,522,473	1,579,750
Weighted average shares outstanding, diluted	1,522,473	1,579,750
Basic net income (loss) per share	$ (0.69)	$ 0.29
Diluted net income (loss) per share	$ (0.69)	$ 0.29

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	11 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Investment threshold period	185 days
Deferred tax assets	$ 196,000	$ 505,000
Common Class A [Member]
Temporary equity, shares outstanding	6,319,000	6,319,000
Common Class A [Member] | Warrant [Member]
Warrant to purchase common stock shares		6,044,160

Initial Public Offering (Detail

Initial Public Offering (Detail) - USD ($)			11 Months Ended	12 Months Ended
	Oct. 11, 2022	Oct. 04, 2022	Dec. 31, 2022	Dec. 31, 2023
Initial Public Offering Disclosure [Line Items]
Proceeds from issuance initial public offering			$ 63,190,000	$ 0
Deferred underwriting commissions noncurrent				2,100,000
Proceeds from the issuance of common stock			25,000	$ 0
Class of warrants or rights number of securities covered by each warrant or right				0.361
Class of warrants or rights exercise price of warrants or rights				$ 11.5
Public Warrant [Member]
Initial Public Offering Disclosure [Line Items]
Class of warrants or rights number of securities covered by each warrant or right				1
Class of warrants or rights exercise price of warrants or rights				$ 11.5
Common Class A [Member]
Initial Public Offering Disclosure [Line Items]
Proceeds from issuance initial public offering			$ 63,190,000
IPO [Member] | Common Class A [Member]
Initial Public Offering Disclosure [Line Items]
Stock issued during the period shares new issues		6,000,000
Shares issued price per share		$ 10
Proceeds from issuance initial public offering		$ 60,000,000
Payment of stock issuance costs		3,700,000
Deferred underwriting commissions noncurrent		2,100,000
Offering costs allocated to derivative warrant liabilities		$ 26,000
Over-Allotment Option [Member]
Initial Public Offering Disclosure [Line Items]
Shares issued price per share		$ 10
Overallotment option vesting period		45 days
Common stock shares subscribed but not issued		900,000
Deferred underwriting fee				$ 112,000
Over-Allotment Option [Member] | Common Class A [Member]
Initial Public Offering Disclosure [Line Items]
Stock issued during the period shares new issues	319,000
Payment of stock issuance costs	$ 156,000
Proceeds from the issuance of common stock	3,200,000
Deferred underwriting fee	$ 112,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)

11 Months Ended

12 Months Ended

Jan. 24, 2024

Jan. 02, 2024

Oct. 11, 2022

Oct. 04, 2022

Sep. 29, 2022

Sep. 08, 2022

Mar. 16, 2022

Mar. 03, 2022

Dec. 31, 2022

Dec. 31, 2023

Jan. 04, 2024

Jan. 01, 2024

Related Party Transaction [Line Items]

Proceeds from issuance of private placement

$ 2,884,660

$ 0

Class of warrant or right, exercise price of warrants or rights

$ 11.5

Common stock shares outstanding

2,338,586

Proceeds from notes payable to related party current

50,000

$ 0

Proceeds from Related Party Debt

947,850

0

Advances from related parties

0

185,121

Prepaid expenses

$ 565,472

$ 155,625

Promissory Note [Member]

Related Party Transaction [Line Items]

Notes payable to related party current

$ 0

Private Placement Warrants [Member]

Related Party Transaction [Line Items]

Class of warrants or rights issue of warrants during the period units

2,840,000

Class of warrants or rights issue price per share

$ 1

Proceeds from the issuance of warrants

$ 2,800,000

Additional Private Placement Warrants [Member]

Related Party Transaction [Line Items]

Class of warrants or rights issue of warrants during the period units

44,660

Class of warrants or rights issue price per share

$ 1

Proceeds from issuance of private placement

$ 45,000

Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Shares issued, Price per share

$ 10

Common Class A [Member]

Related Party Transaction [Line Items]

Common stock shares outstanding

6,319,000

6,319,000

Common Class A [Member] | Private Placement Warrants [Member]

Related Party Transaction [Line Items]

Class of warrant or right, exercise price of warrants or rights

$ 11.5

Common Class B [Member]

Related Party Transaction [Line Items]

Common stock shares outstanding

1,725,000

1,579,750

1,579,750

Common Class B [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Common stock shares subject to forfeiture

225,000

Founder [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock issued during period, shares, issued for services

2,875,000

Shares issued, Price per share

$ 0.0001

Stock issued during period, value, issued for services

$ 25,000

Common stock shares outstanding

1,725,000

Stock surrendered during the period shares

431,250

718,750

Founder [Member] | Common Class B [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Common stock shares subject to forfeiture

225,000

Stock forfeited during the period shares

145,250

Sponsor [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 1,750,000

$ 41,667

Debt instrument, convertible, conversion price

$ 1

$ 1

Proceeds from (Repayments of) Debt

$ 167,000

Sponsor [Member] | Borrowings [Member]

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 191,667

$ 191,667

155,000

Sponsor [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

145,000

Proceeds from notes payable to related party current

200,000

Proceeds from Related Party Debt

$ 145,000

Sponsor [Member] | Initial Overfunding Loan [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 900,000

Proceeds from Related Party Debt

$ 900,000

Sponsor [Member] | Additional Overfunding Loan [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

47,850

Proceeds from Related Party Debt

47,850

Sponsor [Member] | OverFunding Loans [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 947,850

Sponsor [Member] | Administration And Support Services [Member]

Related Party Transaction [Line Items]

Related party transaction, amounts of transaction

$ 10,000

Sponsor [Member] | Administrative Service Agreement [Member]

Related Party Transaction [Line Items]

Related party transaction, selling, general and administrative expenses from transactions with related party

$ 30,000

120,000

Related party transaction prepaid expenses from transactions with related party

50,000

Prepaid expenses

150,000

Related party transaction accrued expenses from transactions with related party

$ 70,000

Sponsor [Member] | Private Placement Warrants [Member]

Related Party Transaction [Line Items]

Lock in period of warrants

30 days

Sponsor [Member] | Common Class A [Member]

Related Party Transaction [Line Items]

Share price

$ 12

Number of trading days for determining share price

20 days

Number of consecutive trading days for determining the share price

30 days

Waiting period after which the share trading days are considered

150 days

Sponsor [Member] | Common Class A [Member] | OverFunding Loans [Member]

Related Party Transaction [Line Items]

Debt instrument, convertible, conversion price

$ 10

Sponsor [Member] | Founder [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Percentage of common stock issued and outstanding

20%

Related Party [Member]

Related Party Transaction [Line Items]

Advances from related parties

$ 191,667

$ 185,000

$ 173,000

Related Party [Member] | Officer [Member]

Related Party Transaction [Line Items]

Advances from related parties

$ 0

$ 185,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Loss Contingencies [Line Items]
Underwriting discount | $ / shares	$ 0.14
Underwriting discount aggregate amount	$ 800,000
Additional fee per unit | $ / shares	$ 0.35
Deferred Underwriting Commissions Noncurrent	$ 2,100,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Underwriting discount aggregate amount	45,000
Deferred Underwriting Fee	$ 112,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Schedule Of Derivative Warrant Liabilities [Line Items]
Class of Warrant or Right, Outstanding | shares	6,044,160
Class of warrant or right, exercise price of warrants or rights	$ 11.5
Proceeds from equity used for funding business combination as a percentage of the total	60%
Number of consecutive trading days for determining volume weighted average price of shares	20 days
Number of trading days for determining the share price	10 days
Class of warrants or rights number of securities covered by each warrant or right | shares	0.361
Common Class A [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Threshold issue price for capital raising purpose in connection with closing of business combination	$ 9.2
Warrant exercise price, description	the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Public Warrants [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Class of Warrant or Right, Outstanding | shares	3,159,500
Number of days after consummation of business combination within which the securities shall be registered	15 days
Number of days after which business combination within which securities registration shall be effective	60 days
Warrants and rights outstanding term	5 years
Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Share price	$ 18
Class of warrants or rights redemption price per unit	0.01%
Minimum notice period to be given to the holders of warrants	30 days
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Share price	$ 10
Class of warrants or rights redemption price per unit	0.10%
Minimum notice period to be given to the holders of warrants	30 days
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Public Warrants [Member] | Common Class A [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Volume weighted average price per share	$ 9.2
Public Warrants [Member] | After the completion of a Business Combination [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Period after which the warrants are exercisable	30 days
Public Warrants [Member] | From the closing of the Initial Public Offering [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Period after which the warrants are exercisable	12 months
Private Placement Warrants [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Class of Warrant or Right, Outstanding | shares	2,884,660
Private Placement Warrants [Member] | Common Class A [Member]
Schedule Of Derivative Warrant Liabilities [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 11.5

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Jan. 04, 2024	Oct. 11, 2022	Dec. 31, 2023	Jan. 02, 2024	Dec. 31, 2022	Mar. 16, 2022
Class of Stock [Line Items]
Preferred stock shares authorized			1,000,000		1,000,000
Preferred stock par or stated value per share			$ 0.0001		$ 0.0001
Preferred stock shares issued			0		0
Preferred stock shares outstanding			0		0
Common stock shares outstanding				2,338,586
Payments for repurchase of common stock	$ 40.4
Financial instruments subject to mandatory redemption, settlement terms, number of shares				3,980,414
Conversion of Class B To Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock, voting rights			one vote
Percentage of the total number of ordinary shares outstanding after conversion			20%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized			35,000,000		35,000,000
Common stock par or stated value per share			$ 0.0001		$ 0.0001
Common stock shares issued			6,319,000		6,319,000
Common stock shares outstanding			6,319,000		6,319,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized			5,000,000		5,000,000
Common stock par or stated value per share			$ 0.0001		$ 0.0001
Common stock shares issued			1,579,750		1,579,750	1,725,000
Common stock shares outstanding			1,579,750		1,579,750	1,725,000
Percentage of common stock issued and outstanding after the initial public offering			20%
Common stock, conversion basis			one-for-one
Common Class B [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares subject to forfeiture			225,000
Stock forfeiture during the period		145,250

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fairvalue Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash balance held within the Trust Account	$ 859	$ 1,663
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	1,295,400
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash balance held within the Trust Account	67,545,266	64,703,943
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	473,930	0
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash balance held within the Trust Account	0	0
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	432,700	1,182,710
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash balance held within the Trust Account	$ 0	$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation (Detail) - Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2023	Dec. 31, 2022
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset (liability) net, measurement input	11.5	11.5
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset (liability) net, measurement input	10.6	10.05
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset (liability) net, measurement input	5.1	4.9
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset (liability) net, measurement input	3.77	3.9
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset (liability) net, measurement input	0	0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Fair Value, Inputs, Level 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance as of December 31, 2022 - Level 3	$ 0	$ 1,182,710
Issuance of Public Warrants and private placement warrants	725,300
Transfer of Public Warrants to Level 1	(379,140)
Change in fair value of derivative warrant liabilities - Private Warrants	836,550	(750,010)
Balance as of March 31, 2023 - Level 3	$ 1,182,710	$ 432,700

Income Taxes - Schedule of inco

Income Taxes - Schedule of income tax provision (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Current
Federal	$ 86,214	$ 575,816
State	0	0
Deferred
Federal	(195,869)	(309,223)
State	0	0
Valuation allowance	195,869	309,223
Income tax provision	86,214	575,816
Adjustment for prior year tax estimate	0	(42,000)
Income tax provision, net	$ 86,214	$ 533,816

Income Taxes - Schedule of comp

Income Taxes - Schedule of company's deferred tax assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Start-up/organization costs	$ 505,092	$ 195,869
Net operating loss carryforwards	0	0
Total deferred tax assets	505,092	195,869
Valuation allowance	$ (505,092)	$ (195,869)

Income Taxes - Schedule of reco

Income Taxes - Schedule of reconciliation company's effective tax rate (Detail)	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
Change in fair value of warrant liabilities	(16.00%)	(11.70%)
Financing costs - derivative warrant liabilities	(0.30%)	0%
Start-up/organization costs	0	0.1
Change in valuation allowance	(8.50%)	10.90%
Income tax expense	(3.80%)	20.30%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Line Items]
Changes in valuation allowance	$ 505,092	$ 195,869
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	0
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 0