Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Interactive Data Current | Yes | |
ICFR Auditor Attestation Flag | false | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Documents Incorporated by Reference [Text Block] | The information contained in the registrant’s prospectus dated June 13, 2023, as filed with the Securities and Exchange Commission on June 15, 2023, pursuant to Rule 424(b)(4) (SEC File No. 333-265226 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ESH ACQUISITION CORP. | |
Entity Central Index Key | 0001918661 | |
Entity File Number | 001-41718 | |
Entity Tax Identification Number | 87-4000684 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | 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 Public Float | $ 0 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 228 Park Ave S | |
Entity Address, Address Line Two | Suite 89898 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 212 | |
Local Phone Number | 287-5022 | |
Units | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | ESHAU | |
Security Exchange Name | NASDAQ | |
Class A shares | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A shares | |
Trading Symbol | ESHA | |
Security Exchange Name | NASDAQ | |
Rights | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | ESHAR | |
Security Exchange Name | NASDAQ | |
Class A Common Stock including subject to possible redemption | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,787,500 | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Firm ID | 100 |
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current assets | ||||
Cash | $ 1,879,227 | $ 44,963 | ||
Prepaid expenses | 18,082 | |||
Short-term prepaid insurance | 281,681 | |||
Total Current Assets | 2,204,786 | 44,963 | ||
Deferred offering costs | 414,030 | |||
Long-term prepaid insurance | 127,539 | |||
Investments held in Trust Account | 120,000,366 | |||
TOTAL ASSETS | 122,332,691 | 458,993 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 107,954 | 203,265 | ||
Franchise tax payable | 112,343 | 1,500 | ||
Income taxes payable | 819,453 | |||
Promissory note – related party | 249,560 | |||
TOTAL LIABILITIES | 1,039,750 | 454,325 | ||
Commitments and Contingencies | ||||
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | ||||
Class A common stock subject to possible redemption, 11,500,000 shares at redemption value of approximately $10.35 per share at December 31, 2023 and none at 2022 | 119,068,570 | |||
STOCKHOLDERS’ EQUITY | ||||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||||
Additional paid-in capital | 297,488 | 24,712 | ||
Retained earnings (accumulated deficit) | 1,926,567 | (20,332) | ||
TOTAL STOCKHOLDERS’ EQUITY | 2,224,371 | 4,668 | [1] | |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY | 122,332,691 | 458,993 | ||
Class A Common Stock | ||||
STOCKHOLDERS’ EQUITY | ||||
Common stock, value | [2] | 28 | ||
Class B Common Stock | ||||
STOCKHOLDERS’ EQUITY | ||||
Common stock, value | [2] | 288 | 288 | |
Related Party | ||||
Current assets | ||||
Due from Sponsor | $ 25,796 | |||
[1] Included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock subject to possible redemption, shares | 11,500,000 | 11,500,000 | |
Common stock subject to possible redemption per shares (in Dollars per share) | $ 10.35 | $ 10.35 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 100,000,000 | 100,000,000 |
Common stock, shares issued | [1] | 287,500 | |
Common stock, shares outstanding | [1] | 287,500 | |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 10,000,000 | 10,000,000 |
Common stock, shares issued | [1] | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | [1] | 2,875,000 | 2,875,000 |
[1] At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
General and administrative expenses | $ 393,732 | $ 18,418 | |
Franchise tax expense | 115,282 | 1,050 | |
Loss from operations | (509,014) | (19,468) | |
Other income: | |||
Interest earned on investments held in Trust Account | 3,275,366 | ||
Total other income | 3,275,366 | ||
Income (loss) before provision for income taxes | 2,766,352 | (19,468) | |
Provision for income taxes | (819,453) | ||
Net income (loss) | $ 1,946,899 | $ (19,468) | |
Class A Common Stock | |||
Other income: | |||
Basic weighted average shares outstanding (in Shares) | 6,411,882 | ||
Basic net income (loss) per share (in Dollars per share) | $ 0.21 | ||
Diluted weighted average shares outstanding (in Shares) | 6,411,882 | ||
Diluted net income (loss) per share (in Dollars per share) | $ 0.21 | ||
Class B Common Stock | |||
Other income: | |||
Basic weighted average shares outstanding (in Shares) | [1] | 2,703,984 | 2,500,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.21 | $ (0.01) | |
Diluted weighted average shares outstanding (in Shares) | [1] | 2,875,000 | 2,500,000 |
Diluted net income (loss) per share (in Dollars per share) | $ 0.21 | $ (0.01) | |
[1] At December 31, 2022, excluded an aggregate of 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - Class A Common Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Diluted weighted average shares outstanding | 6,411,882 | |
Diluted net income (loss) per share | $ 0.21 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Stock Subscription Receivable | Accumulated Deficit | Total | |
Balance at Dec. 31, 2021 | [1] | $ 288 | $ 24,712 | $ (25,000) | $ (864) | $ (864) | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,875,000 | |||||
Collection of subscription receivable | 25,000 | 25,000 | |||||
Net Income (loss) | (19,468) | (19,468) | |||||
Balance at Dec. 31, 2022 | [1] | $ 288 | 24,712 | (20,332) | 4,668 | ||
Balance (in Shares) at Dec. 31, 2022 | [1] | 2,875,000 | |||||
Sale of 7,470,000 Private Placement Warrants | 7,470,000 | 7,470,000 | |||||
Fair value of rights included in Public Units | 1,398,400 | 1,398,400 | |||||
Allocated value of transaction costs to Class A shares | (115,203) | (115,203) | |||||
Issuance of Representative Shares | $ 28 | 2,239,438 | $ 2,239,466 | ||||
Issuance of Representative Shares (in Shares) | 287,500 | 287,500 | |||||
Remeasurement of Class A common stock subject to possible redemption | (10,719,859) | $ (10,719,859) | |||||
Net Income (loss) | 1,946,899 | 1,946,899 | |||||
Balance at Dec. 31, 2023 | $ 28 | $ 288 | $ 297,488 | $ 1,926,567 | $ 2,224,371 | ||
Balance (in Shares) at Dec. 31, 2023 | 287,500 | 2,875,000 | |||||
[1] Included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accumulated Deficit | |
Sale of Private Placement Warrants | $ 7,470,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,946,899 | $ (19,468) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (3,275,366) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 6,918 | |
Short-term prepaid insurance | (281,681) | |
Long term prepaid insurance | (127,539) | |
Due from Sponsor | (25,796) | |
Accounts payable and accrued expenses | 29,689 | (25,000) |
Franchise tax payable | 110,843 | 1,050 |
Income taxes payable | 819,453 | |
Net cash used in operating activities | (796,580) | (43,418) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (116,725,000) | |
Net cash used in investing activities | (116,725,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |
Proceeds from sale of Private Placements Warrants | 7,470,000 | |
Repayment of promissory note - related party | (249,560) | |
Proceeds received for stock subscription receivable | 25,000 | |
Proceeds from promissory note - related party | 222,000 | |
Payment of offering costs | (564,596) | (158,619) |
Net cash provided by financing activities | 119,355,844 | 88,381 |
Net Change in Cash | 1,834,264 | 44,963 |
Cash – Beginning of period | 44,963 | |
Cash – End of period | 1,879,227 | 44,963 |
Non-Cash investing and financing activities: | ||
Offering costs included in accounts payable and accrued expenses | 75,000 | 147,851 |
Offering costs paid via promissory notes | $ 27,560 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ESH Acquisition Corp. (the “ Company Initial Business Combination As of December 31, 2023, the Company had not commenced any operations. All activity for the period from November 17, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the IPO (the “ IPO The registration statement for the Company’s IPO was declared effective on June 13, 2023. On June 16, 2023, the Company consummated the IPO of 11,500,000 Units (the “ Units Public Shares Simultaneously with the closing of the IPO, the Company consummated the sale of 7,470,000 warrants (the “ Private Placement Warrants Sponsor I-Bankers Dawson James Transaction costs amounted to $5,368,092, consisting of $2,300,000 of cash underwriting discount, $2,239,466 fair value of Representative Shares, and $828,626 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating our Initial Business Combination. The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any Marketing Fee, as defined in Note 6, held in Trust Account) at the time the Company signs a definitive agreement in connection with the Initial Business Combination. However, the Company will only complete our Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the IPO on June 16, 2023, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account (“ Trust Account The Company will provide holders of the Company’s outstanding Public Shares sold in the IPO (the “ Public Stockholders The Public Shares will be recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“ FASB ASC ASC 480 Amended and Restated Certificate of Incorporation SEC Initial Stockholders Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders will agree not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete our Initial Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-Initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company will have only the Combination Period, or until December 16, 2024, to complete the Initial Business Combination. On July 20, 2023, the Company issued a press release announcing that, on July 21, 2023, the Units would no longer trade, and that the Company’s common stock and rights, which together comprise the Units will commence trading separately. The common stock and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “ESHA,” and “ESHAR,” respectively. This is a mandatory and automatic separation, and no action was required by the holders of Units. If the Company is unable to complete our Initial Business Combination within the Combination Period (the “Combination Period”), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the Initial Business Combination within the Combination Period. The Initial Stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete our Initial Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete our Initial Business Combination within the Combination Period. The underwriters will agree to waive their rights to the Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete our Initial 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 Risks and Uncertainties Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. Going Concern Consideration As of December 31, 2023, the Company had cash of $1,879,227 and working capital of $1,165,036. Until the consummation of a Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and material agreements of prospective target businesses, and structuring, negotiating and completing a Business Combination. In order to finance transaction costs in connection with our Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes our Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that our Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of our Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by December 16, 2024, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 16, 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,879,227 and $44,963 of cash as of December 31, 2023 and 2022, respectively, and no cash equivalents. Investments Held in Trust Account At December 31, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. The investments held in Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in 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, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature . 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). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. 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. Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the IPO. Upon completion of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the IPO. Class A Common Stock Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023, 11,500,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheets. There were none outstanding at December 31, 2022. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 10,719,859 Class A Common Stock subject to possible redemption, December 31, 2023 $ 119,068,570 Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for the rights issued in connection with the IPO and the warrants issued in connection with the Private Placement as equity-classified instruments in accordance with ASC 815 as they did not meet the liability criteria (i.e. cashless exercises). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2023 and 2022. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the rights and warrants sold in the IPO and the Private Placement to purchase an aggregate of 8,620,000 shares of its Class A common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 1,369,402 $ 577,497 $ — $ (19,468 ) Denominator: Basic weighted average shares outstanding 6,411,882 2,703,984 — 2,500,000 Basic net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) Years Ended December 31, 2023 2022 Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 1,344,185 $ 602,714 $ — $ (19,468 ) Denominator: Diluted weighted average shares outstanding 6,411,882 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one right. Each Public Right entitles the holder thereof to receive one-tenth (1/10) of one shares of Class A common stock upon the consummation of the Initial Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor, I-Bankers and Dawson James purchased an aggregate of 7,470,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $7,470,000 in the aggregate, in a private placement. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock 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 IPO held in the Trust Account so that the Trust Account holds $10.15 per unit sold. If the Company does not complete our Initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be redeemable and exercisable on a cashless basis. The Sponsor and the Company’s officers and directors will agree, 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 Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 17, 2021, the Sponsor subscribed to purchase 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “ Founder Shares The Initial Stockholders will agree not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Initial Business Combination that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “ Lock-Up Notwithstanding the foregoing, if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, the Founder Shares will be released from the Lock-Up. Related Party Loans Promissory Note to Sponsor On December 17, 2021 and as amended on May 9, 2023, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “ Note Due from Sponsor At the closing of the IPO on June 16, 2023, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $45,440 was due to the Company to be held outside of the Trust Account for working capital purposes. On June 21, 2023, the Sponsor paid the Company an amount of $30,292 to partially settle the outstanding balance. In July 2023, the Sponsor paid $13,712 expense reimbursements on behalf of the Company. In October and December 2023, the Company paid a total of $24,360 of Sponsor’s expenses on behalf of the Sponsor. As of December 31, 2023, the Sponsor owes the Company an outstanding amount of $25,796. Working Capital Loan In addition, in order to finance transaction costs in connection with our Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Administrative Services Agreement The Company entered into an agreement, commencing on June 13, 2023 through the earlier of consummation of the Initialbusiness Combination and the Company’s liquidation, to reimburse an affiliate of the Company’s officers $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Initial Business Combinations. Any such payments prior to an Initial Business Combination will be made using funds held outside the Trust Account. For the year ended December 31, 2023, the Company incurred and paid $32,795 in fees for these services. For the year ended December 31, 2022, the Company did not incur any such fees for these services. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants (and underlying securities) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the IPO. 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 On June 16, 2023, the Company issued to I-Bankers 258,750 shares of Class A common stock and to Dawson James 28,750 shares of Class A common stock at the closing of the IPO (collectively, the “ Representative Shares The Representative Shares have been deemed compensation by FINRA and are therefore subject to a Lock-Up for a period of 180 days immediately following the commencement of sales in our IPO. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in our IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in our IPO, except to any underwriters and selected dealer participating in the offering and their bona fide officers or partners. The underwriters were also entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, which was paid upon the closing of the IPO. Initial Business Combination Marketing Agreement The Company entered into the Marketing Agreement with the underwriters, I-Bankers and Dawson James, to assist the Company in holding meetings with the stockholders to discuss the potential Initial Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Initial Business Combination, assist the Company in obtaining stockholder approval for the Initial Business Combination and assist the Company with its press releases and public filings in connection with the Initial Business Combination. Pursuant to the Initial Business Combination Marketing Agreement, the Company will pay I-Bankers and Dawson James, collectively, 3.5% of the gross proceeds of the IPO, or $4.03 million in the aggregate (the “ Marketing Fee |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — no Class A Common Stock — no Class B Common Stock — Holders of the Class B common stock will have the right to appoint all of the Company’s directors prior to an Initialbusiness Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, except as required by law or stock exchange rule; provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. Each share of common stock will have one vote on all such matters. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s Initialbusiness Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered and related to the closing of the Initialbusiness Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the Representative Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initialbusiness Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initialbusiness Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Rights — Warrants Each Private Placement Warrant entitles the registered holder to purchase one share of the Class A common stock at a price of $11.50 per share, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the Initialbusiness Combination. The Private Placement Warrants will expire five The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing the Initial Initial Business Combination, to have declared effective, a registration statement relating to the shares of Class A common stock issuable upon exercise of the Private Placement Warrants and to maintain the effectiveness of such registration statement, and a current Prospectus relating to those shares of Class A common stock until the Private Placement Warrants expire. Notwithstanding the above, if the Company’s shares of Class A common stock 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 the Private Placement Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30-day Redemption Period ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company may not redeem the Private Placement Warrants when a holder may not exercise such warrants. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Private Placement Warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole shares) after the redemption notice is issued. If the Company calls the Private Placement Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise their warrant to do so on a “cashless basis”. In determining whether to require all holders to exercise their Private Placement Warrants on a “cashless basis,” the Company will consider, among other factors, the cash position, the number of Private Placement Warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Private Placement Warrants. If the Company takes advantage of this option, all holders of the Private Placement Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ 272 Startup Costs 106,912 4,778 Total deferred tax assets 106,912 5,050 Valuation allowance (106,912 ) (5,050 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 819,453 $ — Deferred (82,464 ) (4,088 ) State Current $ — $ — Deferred (19,398 ) (962 ) Change in valuation allowance 101,862 5,050 Income tax provision $ 819,453 $ — As of December 31, 2023 and 2022, the Company had a total of $0 and $1,050, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2023 and 2022, the Company did not have any state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance were $101,862 and $5,050, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.9 % 4.9 % Change in valuation allowance 3.7 % (25.9 )% Income tax provision 29.6 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, assets held in the Trust Account were comprised of $120,000,366 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2023, the Company has not withdrawn any income earned from the Trust Account to pay certain tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 120,000,366 The following table presents information about the Company’s equity instruments that are measured at fair value at June 16, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 16, Equity: Representative shares 3 $ 2,239,466 Fair Value of Public Rights for common stock subject to redemption allocation 3 $ 1,398,400 The Company determined the fair value of the 287,500 representative shares to be $2,239,466 (or $7.789 per share) using the PWERM Model. The following assumptions were used in valuing the representative shares: June 16, Risk-free rate 5.15 % Volatility 5.7 % Implied DLOM (Discount for Lack of Marketability) 1.4 % Restricted term (in years) 1.17 The Company determined the fair value of the 11,500,000 public rights to be $1,398,400 (or $0.122 per public right). The rights were valued based on market comparables. The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial business combination: Criteria Low High IPO Proceeds (in millions of dollars) 50 240 Warrant Coverage — 1.0 Rights Coverage (per unit) 0.06 0.20 Remaining Months to Complete — 10 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 1,946,899 | $ (19,468) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,879,227 and $44,963 of cash as of December 31, 2023 and 2022, respectively, and no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. The investments held in Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in 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, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature . 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). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. 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. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the IPO. Upon completion of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the IPO. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023, 11,500,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheets. There were none outstanding at December 31, 2022. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 10,719,859 Class A Common Stock subject to possible redemption, December 31, 2023 $ 119,068,570 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for the rights issued in connection with the IPO and the warrants issued in connection with the Private Placement as equity-classified instruments in accordance with ASC 815 as they did not meet the liability criteria (i.e. cashless exercises). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2023 and 2022. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the rights and warrants sold in the IPO and the Private Placement to purchase an aggregate of 8,620,000 shares of its Class A common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 1,369,402 $ 577,497 $ — $ (19,468 ) Denominator: Basic weighted average shares outstanding 6,411,882 2,703,984 — 2,500,000 Basic net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) Years Ended December 31, 2023 2022 Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 1,344,185 $ 602,714 $ — $ (19,468 ) Denominator: Diluted weighted average shares outstanding 6,411,882 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) |
Recent Accounting Standards | Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Common Stock Subject to Possible Redemption | The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 10,719,859 Class A Common Stock subject to possible redemption, December 31, 2023 $ 119,068,570 |
Schedule of Net Income (Loss) Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 1,369,402 $ 577,497 $ — $ (19,468 ) Denominator: Basic weighted average shares outstanding 6,411,882 2,703,984 — 2,500,000 Basic net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) Years Ended December 31, 2023 2022 Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 1,344,185 $ 602,714 $ — $ (19,468 ) Denominator: Diluted weighted average shares outstanding 6,411,882 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.21 $ 0.21 $ — $ (0.01 ) |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Asset | The Company’s net deferred tax assets are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ 272 Startup Costs 106,912 4,778 Total deferred tax assets 106,912 5,050 Valuation allowance (106,912 ) (5,050 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 819,453 $ — Deferred (82,464 ) (4,088 ) State Current $ — $ — Deferred (19,398 ) (962 ) Change in valuation allowance 101,862 5,050 Income tax provision $ 819,453 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.9 % 4.9 % Change in valuation allowance 3.7 % (25.9 )% Income tax provision 29.6 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 120,000,366 |
Schedule of Equity Instruments | The following table presents information about the Company’s equity instruments that are measured at fair value at June 16, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 16, Equity: Representative shares 3 $ 2,239,466 Fair Value of Public Rights for common stock subject to redemption allocation 3 $ 1,398,400 |
Schedule of Assumptions were Used in Valuing the Representative Shares | The following assumptions were used in valuing the representative shares: June 16, Risk-free rate 5.15 % Volatility 5.7 % Implied DLOM (Discount for Lack of Marketability) 1.4 % Restricted term (in years) 1.17 |
Schedule of Valued Based on Market Comparables | The rights were valued based on market comparables. The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial business combination: Criteria Low High IPO Proceeds (in millions of dollars) 50 240 Warrant Coverage — 1.0 Rights Coverage (per unit) 0.06 0.20 Remaining Months to Complete — 10 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 12 Months Ended | ||
Jun. 16, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Description of Organization and Business Operations [Line Items] | |||
Number of business | 1 | ||
Units issued during the period shares (in Shares) | shares | 287,500 | ||
Initial public offering gross | $ 115,000,000 | ||
Generating gross proceeds | 7,470,000 | ||
Transaction costs | 5,368,092 | ||
Cash underwriting discount | 2,300,000 | ||
Fair value of representative shares | 2,239,466 | ||
Other offering costs | $ 828,626 | ||
Fair market value percentage | 80% | ||
Acquires percentage | 50% | ||
Net tangible assets | $ 5,000,001 | ||
Public shares percentage | 15% | ||
Public shares redemption percentage | 100% | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Remaining available per share (in Dollars per share) | $ / shares | $ 7.789 | ||
Cash | $ 1,879,227 | $ 44,963 | |
Working capital | 1,165,036 | ||
Working capital loans | $ 1,500,000 | ||
Warrant price per share (in Dollars per share) | $ / shares | $ 1 | ||
IPO [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Units issued during the period shares (in Shares) | shares | 11,500,000 | 11,500,000 | |
Price per share (in Dollars per share) | $ / shares | $ 10.15 | $ 10.15 | |
Initial public offering gross | $ 116,725,000 | ||
Generating gross proceeds | $ 7,470,000 | ||
Fair value of representative shares | $ 1,398,400 | ||
Remaining available per share (in Dollars per share) | $ / shares | $ 10.15 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Units issued during the period shares (in Shares) | shares | 1,500,000 | ||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||
Initial public offering gross | $ 115,000,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Sale of warrants (in Shares) | shares | 7,470,000 | ||
Price per warrant (in Dollars per share) | $ / shares | $ 1 | ||
Public Share [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Price per share (in Dollars per share) | $ / shares | $ 10.15 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash | $ 1,879,227 | $ 44,963 |
Common stock subject to possible redemption (in Shares) | 11,500,000 | |
Unrecognized tax benefits | ||
Interest and penalties accrued | ||
Warrants to purchase shares (in Shares) | 8,620,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class a Common Stock Subject to Possible Redemption - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class a Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 115,000,000 | |
Less: | ||
Proceeds allocated to Public Rights | (1,398,400) | |
Class A common stock issuance costs | (5,252,889) | |
Plus: | ||
Remeasurement of carrying value to redemption value | 10,719,859 | |
Class A Common Stock subject to possible redemption, December 31, 2023 | $ 119,068,570 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share of Common Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,369,402 | |
Denominator: | ||
Basic weighted average shares outstanding | 6,411,882 | |
Basic net income (loss) per share | $ 0.21 | |
Numerator: | ||
Allocation of net income (loss) | $ 1,344,185 | |
Denominator: | ||
Diluted weighted average shares outstanding | 6,411,882 | |
Diluted net income (loss) per share | $ 0.21 | |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 577,497 | $ (19,468) |
Denominator: | ||
Basic weighted average shares outstanding | 2,703,984 | 2,500,000 |
Basic net income (loss) per share | $ 0.21 | $ (0.01) |
Numerator: | ||
Allocation of net income (loss) | $ 602,714 | $ (19,468) |
Denominator: | ||
Diluted weighted average shares outstanding | 2,875,000 | 2,500,000 |
Diluted net income (loss) per share | $ 0.21 | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Initial Public Offering [Line Items] | |
Common stock unit description | Each Unit consists of one share of Class A common stock and one right. |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Sale offer units | 11,500,000 |
Sale price (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Sale offer units | 1,500,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Aggregate of warrants to purchase shares (in Shares) | shares | 7,470,000 |
Warrants price per share | $ 1 |
Aggregate amount (in Dollars) | $ | $ 7,470,000 |
Number of shares (in Shares) | shares | 1 |
Trust account per share | $ 10.15 |
Class A Common Stock [Member] | |
Private Placement [Line Items] | |
Warrants price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2023 | Jun. 16, 2023 | Jun. 13, 2023 | May 08, 2023 | Dec. 17, 2021 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 21, 2023 | |
Related Party Transactions [Line Items] | |||||||||
Shares purchased (in Shares) | 287,500 | ||||||||
Subscription price | $ 25,000 | $ 2,239,466 | |||||||
Sponsor surrendered shares (in Shares) | 5,750,000 | ||||||||
Number of shares cancelled (in Shares) | 2,875,000 | ||||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||||
Expense reimbursements | $ 13,712 | ||||||||
Working capital loans | $ 1,500,000 | ||||||||
Monthly rental payment | $ 5,000 | ||||||||
Administrative fees | $ 32,795 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Repaid loan amount | $ 249,560 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Shares purchased (in Shares) | 1,500,000 | ||||||||
Par value per share (in Dollars per share) | $ 10 | ||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | ||||||||
Class B Common Stock [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | ||||||||
Underwriters [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Founder share, percentage | 20% | ||||||||
Founder shares [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Founder share, percentage | 20% | ||||||||
Business Combination [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
(in Dollars per share) | $ 1 | ||||||||
Due from Sponsor [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Outstanding amount | $ 25,796 | ||||||||
Founder shares [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | ||||||||
Founder shares [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | ||||||||
Founder shares [Member] | Class B Common Stock [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Shares purchased (in Shares) | 8,625,000 | ||||||||
Par value per share (in Dollars per share) | $ 0.0001 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Loan amount | $ 300,000 | ||||||||
Sponsor paid partially settle the outstanding balance | $ 30,292 | ||||||||
Expenses paid | $ 24,360 | $ 24,360 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Warrants amount | $ 45,440 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Jun. 16, 2023 | Dec. 17, 2021 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | |||
Representative shares | 287,500 | ||
Issuance of Representative Shares | $ 25,000 | $ 2,239,466 | |
Share price per share | $ 7.789 | ||
Expected volatility | 5.70% | 5.70% | |
Risk-free interest rate | 5.15% | 5.15% | |
Expected life | 1 year 2 months 1 day | ||
Implied discount percentage | 1.40% | ||
Offering costs | $ 2,239,466 | ||
Underwriting discount per share | $ 0.2 | ||
Underwriting discount of aggregate amount | $ 2,300,000 | ||
Gross proceeds percentage | 3.50% | ||
Marketing expense | $ 4,030,000 | ||
I-Bankers [Member] | |||
Commitments and Contingencies [Line Items] | |||
Representative shares | 258,750 | ||
Dawson James [Member] | |||
Commitments and Contingencies [Line Items] | |||
Representative shares | 28,750 | 287,500 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 12 Months Ended | |||
Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Stockholders’ Equity [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Founder Shares represent issued and outstanding, percentage | 20% | |||
Converted basis percentage | 20% | |||
Warrant price per hare (in Dollars per share) | $ 1 | |||
Expires year | 5 years | |||
Exceeds per share (in Dollars per share) | $ 7.789 | |||
Redemption trigger price percentage | 18% | |||
Class B common stock [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Shares subject to forfeiture | 375,000 | |||
Per warrant (in Dollars per share) | $ 10 | |||
Class A Common Stock [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Common stock, shares authorized | [1] | 100,000,000 | 100,000,000 | |
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | [1] | 287,500 | ||
Common stock, shares outstanding | [1] | 287,500 | ||
Common Stock Subject to Possible Redemption | 11,500,000 | |||
Warrant price per hare (in Dollars per share) | $ 11.5 | |||
Exceeds per share (in Dollars per share) | 18 | |||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Warrant price per hare (in Dollars per share) | $ 11.5 | |||
Class B Common Stock [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Common stock, shares authorized | [1] | 10,000,000 | 10,000,000 | |
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | [1] | 2,875,000 | 2,875,000 | |
Common stock, shares outstanding | [1] | 2,875,000 | 2,875,000 | |
Shares subject to forfeiture | 375,000 | |||
Common stock, voting rights | one | |||
Rights [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Warrants outstanding | 11,500,000 | 0 | ||
Warrant [Member] | ||||
Stockholders’ Equity [Line Items] | ||||
Warrants outstanding | 7,470,000 | 0 | ||
Per warrant (in Dollars per share) | $ 0.01 | |||
[1] At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Net operating loss | $ 0 | $ 1,050 |
Change in the valuation allowance | $ 101,862 | $ 5,050 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of Net Deferred Tax Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Net Deferred Tax Asset [Abstract] | ||
Net operating loss carryforward | $ 272 | |
Startup Costs | 106,912 | 4,778 |
Total deferred tax assets | 106,912 | 5,050 |
Valuation allowance | (106,912) | (5,050) |
Deferred tax assets, net of allowance |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Income Tax Provision [Abstract] | ||
Current | $ 819,453 | |
Deferred | (82,464) | (4,088) |
Current | ||
Deferred | (19,398) | (962) |
Change in valuation allowance | 101,862 | 5,050 |
Income tax provision | $ 819,453 |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 4.90% | 4.90% |
Change in valuation allowance | 3.70% | (25.90%) |
Income tax provision | 29.60% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Line Items] | |||
Asset, Held-in-Trust, Noncurrent | $ 120,000,366 | ||
Issuance of Representative Shares (in Shares) | 287,500 | ||
Fair value of representative shares | $ 2,239,466 | ||
Remaining available per share (in Dollars per share) | $ 7.789 | ||
IPO [Member] | |||
Fair Value Measurements [Line Items] | |||
Issuance of Representative Shares (in Shares) | 11,500,000 | 11,500,000 | |
Fair value of representative shares | $ 1,398,400 | ||
Remaining available per share (in Dollars per share) | $ 10.15 | ||
Fair Value Hedging [Member] | IPO [Member] | |||
Fair Value Measurements [Line Items] | |||
Remaining available per share (in Dollars per share) | $ 0.122 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Measurements | Dec. 31, 2023 USD ($) |
Level [Member] | Fair Value, Recurring [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 120,000,366 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Equity Instruments - Level 3 [Member] | 1 Months Ended |
Jun. 16, 2023 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Representative shares | $ 2,239,466 |
Fair Value of Public Rights for common stock subject to redemption allocation | $ 1,398,400 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Assumptions were Used in Valuing the Representative Shares | 12 Months Ended | |
Jun. 16, 2023 | Dec. 31, 2023 | |
Schedule of Assumptions were Used in Valuing the Representative Shares [Abstract] | ||
Risk-free rate | 5.15% | 5.15% |
Volatility | 5.70% | 5.70% |
Implied DLOM (Discount for Lack of Marketability) | 1.40% | |
Restricted term (in years) | 1 year 2 months 1 day |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Valued Based on Market Comparables $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Low [Member] | |
Fair Value Measurements (Details) - Schedule of Valued Based on Market Comparables [Line Items] | |
IPO Proceeds (in millions of dollars) (in Dollars) | $ | $ 50 |
Warrant Coverage | |
Rights Coverage (per unit) | $ 0.06 |
Remaining Months to Complete | |
High [Member] | |
Fair Value Measurements (Details) - Schedule of Valued Based on Market Comparables [Line Items] | |
IPO Proceeds (in millions of dollars) (in Dollars) | $ | $ 240 |
Warrant Coverage | $ 1 |
Rights Coverage (per unit) | $ 0.2 |
Remaining Months to Complete | 10 years |