Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 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 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 | |
Class A Common Stock | ||
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 | |
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 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 1,627,992 | $ 1,879,227 |
Cash - restricted | 138,039 | |
Prepaid expenses | 42,583 | 18,082 |
Short-term prepaid insurance | 268,380 | 281,681 |
Total Current Assets | 2,090,730 | 2,204,786 |
Long-term prepaid insurance | 127,539 | |
Investments held in Trust Account | 122,205,256 | 120,000,366 |
TOTAL ASSETS | 124,295,986 | 122,332,691 |
Current liabilities | ||
Accounts payable and accrued expenses | 109,484 | 107,954 |
Franchise tax payable | 100,000 | 112,343 |
Income taxes payable | 634,413 | 819,453 |
TOTAL LIABILITIES | 843,897 | 1,039,750 |
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 $10.57 and $10.35 per share at June 30, 2024 and December 31, 2023, respectively | 121,608,882 | 119,068,570 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2024 and December 31, 2023 | ||
Additional paid-in capital | 297,488 | |
Retained earnings | 1,842,891 | 1,926,567 |
TOTAL STOCKHOLDERS’ EQUITY | 1,843,207 | 2,224,371 |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY | 124,295,986 | 122,332,691 |
Sponsor | ||
Current assets | ||
Due from Sponsor | 13,736 | 25,796 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, value | 28 | 28 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, value | $ 288 | $ 288 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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) | $ 10.57 | $ 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) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 287,500 | 287,500 |
Common stock, shares outstanding | 287,500 | 287,500 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General and administrative expenses | $ 180,420 | $ 40,003 | $ 393,987 | $ 42,870 |
Franchise tax expense | 50,000 | 102,939 | 100,618 | 102,939 |
Loss from operations | (230,420) | (142,942) | (494,605) | (145,809) |
Other income: | ||||
Interest earned on investments held in Trust Account | 1,570,573 | 177,067 | 3,135,890 | 177,067 |
Total other income | 1,570,573 | 177,067 | 3,135,890 | 177,067 |
Income before provision for income taxes | 1,340,153 | 34,125 | 2,641,285 | 31,258 |
Provision for income taxes | (320,106) | (19,229) | (482,137) | (19,229) |
Net income | $ 1,020,047 | $ 14,896 | $ 2,159,148 | $ 12,029 |
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Diluted net income per share (in Dollars per share) | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Class A Common Stock | ||||
Other income: | ||||
Basic weighted average shares outstanding (in Shares) | 11,787,500 | 1,813,462 | 11,787,500 | 916,806 |
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Diluted weighted average shares outstanding (in Shares) | 11,787,500 | 1,813,462 | 11,787,500 | 916,806 |
Class B Common Stock | ||||
Other income: | ||||
Basic weighted average shares outstanding (in Shares) | 2,875,000 | 2,557,692 | 2,875,000 | 2,529,167 |
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Diluted weighted average shares outstanding (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Diluted net income (loss) per share | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Class A Common Stock | ||||
Diluted weighted average shares outstanding | 11,787,500 | 1,813,462 | 11,787,500 | 916,806 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | |
Balance at Dec. 31, 2022 | [1] | $ 288 | $ 24,712 | $ (20,332) | $ 4,668 | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 2,875,000 | ||||
Net Income (loss) | (2,867) | (2,867) | ||||
Balance at Mar. 31, 2023 | [1] | $ 288 | 24,712 | (23,199) | 1,801 | |
Balance (in Shares) at Mar. 31, 2023 | [1] | 2,875,000 | ||||
Balance at Dec. 31, 2022 | [1] | $ 288 | 24,712 | (20,332) | 4,668 | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 2,875,000 | ||||
Net Income (loss) | 12,029 | |||||
Balance at Jun. 30, 2023 | [1] | $ 28 | $ 288 | 2,583,220 | (8,303) | 2,575,233 |
Balance (in Shares) at Jun. 30, 2023 | [1] | 287,500 | 2,875,000 | |||
Balance at Mar. 31, 2023 | [1] | $ 288 | 24,712 | (23,199) | 1,801 | |
Balance (in Shares) at Mar. 31, 2023 | [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 | |||||
Remeasurement of Class A common stock subject to possible redemption | (8,434,127) | (8,434,127) | ||||
Net Income (loss) | 14,896 | 14,896 | ||||
Balance at Jun. 30, 2023 | [1] | $ 28 | $ 288 | 2,583,220 | (8,303) | 2,575,233 |
Balance (in Shares) at Jun. 30, 2023 | [1] | 287,500 | 2,875,000 | |||
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 | ||||
Remeasurement of Class A common stock subject to possible redemption | (297,488) | (1,055,180) | (1,352,668) | |||
Net Income (loss) | 1,139,101 | 1,139,101 | ||||
Balance at Mar. 31, 2024 | $ 28 | $ 288 | 2,010,488 | 2,010,804 | ||
Balance (in Shares) at Mar. 31, 2024 | 287,500 | 2,875,000 | ||||
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 | ||||
Net Income (loss) | 2,159,148 | |||||
Balance at Jun. 30, 2024 | $ 28 | $ 288 | 1,842,891 | 1,843,207 | ||
Balance (in Shares) at Jun. 30, 2024 | 287,500 | 2,875,000 | ||||
Balance at Mar. 31, 2024 | $ 28 | $ 288 | 2,010,488 | 2,010,804 | ||
Balance (in Shares) at Mar. 31, 2024 | 287,500 | 2,875,000 | ||||
Remeasurement of Class A common stock subject to possible redemption | (1,187,644) | (1,187,644) | ||||
Net Income (loss) | 1,020,047 | 1,020,047 | ||||
Balance at Jun. 30, 2024 | $ 28 | $ 288 | $ 1,842,891 | $ 1,843,207 | ||
Balance (in Shares) at Jun. 30, 2024 | 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 (Note 5). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Jun. 30, 2023 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Private Placement Warrants | 7,470,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 1,020,047 | $ 14,896 | $ 2,159,148 | $ 12,029 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (1,570,573) | (177,067) | (3,135,890) | (177,067) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (24,501) | (23,549) | ||
Short-term prepaid insurance | 13,301 | (127,500) | ||
Long-term prepaid insurance | 127,539 | (121,479) | ||
Due from Sponsor | 12,060 | (15,148) | ||
Accounts payable and accrued expenses | 80,413 | 19,086 | ||
Franchise tax payable | (12,343) | 98,500 | ||
Income taxes payable | (185,040) | 19,229 | ||
Net cash used in operating activities | (965,313) | (315,899) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (116,725,000) | |||
Cash withdrawn from Trust Account to pay franchise and income taxes | 931,000 | |||
Net cash provided by (used in) investing activities | 931,000 | (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) | |||
Payment of offering costs | (78,883) | (564,596) | ||
Net cash (used in) provided by financing activities | (78,883) | 119,355,844 | ||
Net Change in Cash and Restricted Cash | (113,196) | 2,314,945 | ||
Cash and Restricted Cash – Beginning of period | 1,879,227 | 44,963 | ||
Cash and Restricted Cash – End of period | 1,766,031 | 2,359,908 | 1,766,031 | 2,359,908 |
Cash and Restricted Cash, end of period | ||||
Cash | 1,627,992 | 1,627,992 | ||
Cash – restricted | 138,039 | 138,039 | ||
Cash and Restricted Cash, end of period | $ 1,766,031 | $ 2,359,908 | 1,766,031 | 2,359,908 |
Supplementary cash flow information: | ||||
Cash paid for income taxes | 667,177 | |||
Non-cash investing and financing activities: | ||||
Offering costs included in accrued expenses | 75,000 | |||
Fair value of Representative Shares issued at IPO | $ 2,239,466 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, the Company had not commenced any operations. All activity for the period from November 17, 2021 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering (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 the 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 the 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 are recorded at a redemption value and classified as temporary equity in accordance with 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 an 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 an Initial Business Combination within 18 months from the closing of the IPO (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 an 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 an 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 an 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 Securities Act 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 events could have a negative effect on the Company’s 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company 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 the Company’s business and its ability to complete an Initial Business Combination. Going Concern Consideration As of June 30, 2024, the Company had cash of $1,627,992 and working capital of $1,246,833. Until the consummation of an Initial 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 an Initial Business Combination. In order to finance transaction costs in connection with an 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 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 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 an Initial 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 an Initial 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 | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. 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 unaudited condensed financial statements 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $1,627,992 and $1,879,227 of cash as of June 30, 2024 and December 31, 2023, respectively, and no cash equivalents. Cash - Restricted Cash that is encumbered or otherwise restricted as to its use is included in cash – restricted. As of June 30, 2024 and December 31, 2023, the balance was $138,039 and $0 Investments Held in Trust Account At June 30, 2024 and 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 condensed balance sheets 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 condensed 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 condensed balance sheets, 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 condensed 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 is the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they 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 retained earnings. Accordingly, at June 30, 2024 and 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 condensed balance sheets. The Company’s Class A common stock features 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 June 30, 2024 and December 31, 2023, there are 11,500,000 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the accompanying condensed balance sheets. 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 Plus: Remeasurement of carrying value to redemption value 2,540,312 Class A Common Stock subject to possible redemption, June 30, 2024 $ 121,608,882 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 June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was (23.89)% and 56.35% for the three months ended June 30, 2024 and 2023, respectively, the effective tax rate was (18.25)% and 61.52% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024, due to changes in the valuation allowance on the deferred tax assets and prior year true ups from the tax return. 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 has been 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 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 following table 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: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 6,180 $ 8,716 $ 1,735,786 $ 423,362 $ 3,200 $ 8,829 Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,557,692 11,787,500 2,875,000 916,806 2,529,167 Basic net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 5,762 $ 9,134 $ 1,735,786 $ 423,362 $ 2,908 $ 9,121 Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,875,000 11,787,500 2,875,000 916,806 2,875,000 Diluted net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 Recent Accounting Standards 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
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 an 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 have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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 have agreed 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 June 30, 2024 and December 31, 2023, the Sponsor owes the Company an outstanding amount of $13,736 and $25,796, respectively. Working Capital Loan In addition, in order to finance transaction costs in connection with an 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 Initial Business 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 three and six months ended June 30, 2024, the Company incurred and paid $15,000 and $30,000 in fees for these services, respectively. For the three and six months ended June 30, 2023, the Company incurred and paid $2,795 in fees for these services. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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) are entitled to registration rights pursuant to a registration rights agreement signed at the consummation of the IPO. These holders are 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 Financial Industry Regulatory Authority (“ FINRA 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 | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — no Class A Common Stock — 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 Initial Business 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 Initial Business 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 Initial Business 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 Initial business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business 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 Initial business 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 Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing the 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, 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. 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). At June 30, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $122,205,256 and $120,000,366 in money market funds which are invested primarily in U.S. Treasury Securities, respectively. Through June 30, 2024, the Company has withdrawn $931,000 interest income earned from the Trust Account to pay income and franchise tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description Level 2024 2023 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 122,205,256 $ 120,000,366 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed 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 unaudited condensed financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 1,020,047 | $ 1,139,101 | $ 14,896 | $ (2,867) | $ 2,159,148 | $ 12,029 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. |
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 unaudited condensed financial statements 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $1,627,992 and $1,879,227 of cash as of June 30, 2024 and December 31, 2023, respectively, and no cash equivalents. |
Cash - Restricted | Cash - Restricted Cash that is encumbered or otherwise restricted as to its use is included in cash – restricted. As of June 30, 2024 and December 31, 2023, the balance was $138,039 and $0 |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2024 and 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 condensed balance sheets 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 condensed 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 condensed balance sheets, 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 condensed 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 is the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they 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 retained earnings. Accordingly, at June 30, 2024 and 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 condensed balance sheets. The Company’s Class A common stock features 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 June 30, 2024 and December 31, 2023, there are 11,500,000 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the accompanying condensed balance sheets. 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 Plus: Remeasurement of carrying value to redemption value 2,540,312 Class A Common Stock subject to possible redemption, June 30, 2024 $ 121,608,882 |
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 June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was (23.89)% and 56.35% for the three months ended June 30, 2024 and 2023, respectively, the effective tax rate was (18.25)% and 61.52% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024, due to changes in the valuation allowance on the deferred tax assets and prior year true ups from the tax return. 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 has been 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 Per Share of Common Stock | Net Income 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 following table 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: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 6,180 $ 8,716 $ 1,735,786 $ 423,362 $ 3,200 $ 8,829 Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,557,692 11,787,500 2,875,000 916,806 2,529,167 Basic net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 5,762 $ 9,134 $ 1,735,786 $ 423,362 $ 2,908 $ 9,121 Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,875,000 11,787,500 2,875,000 916,806 2,875,000 Diluted net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 |
Recent Accounting Standards | Recent Accounting Standards 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 unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Common Stock Subject to Possible Redemption | Accordingly, as of June 30, 2024 and December 31, 2023, there are 11,500,000 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the accompanying condensed balance sheets. 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 Plus: Remeasurement of carrying value to redemption value 2,540,312 Class A Common Stock subject to possible redemption, June 30, 2024 $ 121,608,882 |
Schedule of Net Income (Loss) Per Share of Common Stock | The following table 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: For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 6,180 $ 8,716 $ 1,735,786 $ 423,362 $ 3,200 $ 8,829 Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,557,692 11,787,500 2,875,000 916,806 2,529,167 Basic net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 For the Three Months Ended For the Six Months Ended 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 820,038 $ 200,009 $ 5,762 $ 9,134 $ 1,735,786 $ 423,362 $ 2,908 $ 9,121 Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,875,000 11,787,500 2,875,000 916,806 2,875,000 Diluted net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description Level 2024 2023 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 122,205,256 $ 120,000,366 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 16, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Description of Organization and Business Operations [Line Items] | |||||
Initial public offering gross | $ 115,000,000 | ||||
Sale of stock (in Shares) | 7,470,000 | ||||
Generating gross proceeds | $ 7,470,000 | ||||
Transaction costs | 5,368,092 | ||||
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) | $ 7.789 | ||||
Cash | 1,627,992 | $ 1,879,227 | |||
Working capital loans | $ 1,246,833 | ||||
Business combination entity price (in Dollars per share) | $ 1 | ||||
Trust Account [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Working capital loans | $ 1,500,000 | ||||
Warrant [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Price per share (in Dollars per share) | $ 0.01 | ||||
IPO [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Units issued during the period shares (in Shares) | 11,500,000 | ||||
Price per share (in Dollars per share) | $ 10.15 | $ 10.15 | |||
Initial public offering gross | $ 116,725,000 | ||||
Generating gross proceeds | $ 7,470,000 | ||||
Remaining available per share (in Dollars per share) | $ 10.15 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Units issued during the period shares (in Shares) | 1,500,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Initial public offering gross | $ 115,000,000 | ||||
Private Placement Warrants [Member] | Warrant [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Sale of stock (in Shares) | 7,470,000 | ||||
Price per warrant (in Dollars per share) | $ 1 | ||||
Public Share [Member] | |||||
Description of Organization and Business Operations [Line Items] | |||||
Price per share (in Dollars per share) | $ 10.15 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash | $ 1,627,992 | $ 1,627,992 | $ 1,879,227 | ||
Restricted cash | $ 138,039 | $ 138,039 | |||
Common stock subject to possible redemption (in Shares) | 11,500,000 | 11,500,000 | 11,500,000 | ||
Effective tax rate | (23.89%) | 56.35% | (18.25%) | 61.52% | |
Statutory tax rate | 21% | 21% | |||
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 ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 | $ 2,540,312 | 10,719,859 |
Class A Common Stock subject to possible redemption | $ 121,608,882 | $ 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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 820,038 | $ 6,180 | $ 1,735,786 | $ 3,200 |
Denominator: | ||||
Basic weighted average shares outstanding | 11,787,500 | 1,813,462 | 11,787,500 | 916,806 |
Basic net income (loss) per share | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Allocation of net income (loss) | $ 820,038 | $ 5,762 | $ 1,735,786 | $ 2,908 |
Diluted weighted average shares outstanding | 11,787,500 | 1,813,462 | 11,787,500 | 916,806 |
Diluted net income (loss) per share | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Class B Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 200,009 | $ 8,716 | $ 423,362 | $ 8,829 |
Denominator: | ||||
Basic weighted average shares outstanding | 2,875,000 | 2,557,692 | 2,875,000 | 2,529,167 |
Basic net income (loss) per share | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Allocation of net income (loss) | $ 200,009 | $ 9,134 | $ 423,362 | $ 9,121 |
Diluted weighted average shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Diluted net income (loss) per share | $ 0.07 | $ 0 | $ 0.15 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Jun. 30, 2024 $ / 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 of units | 11,500,000 |
Sale price (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Sale of units | 1,500,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Aggregate of warrants to purchase shares (in Shares) | shares | 7,470,000 |
Aggregate amount (in Dollars) | $ | $ 7,470,000 |
Warrant exercisable (in Shares) | shares | 1 |
Trust account per share | $ 10.15 |
Warrant [Member] | |
Private Placement [Line Items] | |
Warrants price per share | 1 |
Class A Common Stock [Member] | |
Private Placement [Line Items] | |
Warrants price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2023 | Jul. 31, 2023 | Jun. 16, 2023 | Jun. 13, 2023 | May 08, 2023 | Dec. 17, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 21, 2023 | |
Related Party Transactions [Line Items] | ||||||||||||
Shares purchased (in Shares) | 287,500 | |||||||||||
Subscription price | $ 2,239,466 | $ 25,000 | $ 2,239,466 | |||||||||
Sponsor surrendered (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 | $ 1,246,833 | |||||||||||
Expenses related to office space, utilities, secretarial support and other administrative and consulting services | $ 5,000 | |||||||||||
Administrative fees | $ 15,000 | $ 2,795 | $ 30,000 | $ 2,795 | ||||||||
Promissory Note [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Repaid loan amount | $ 249,560 | |||||||||||
Business Combination [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Warrant price (in Dollars per share) | $ 1 | $ 1 | ||||||||||
Trust Account [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Working capital loans | $ 1,500,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Loan amount | $ 300,000 | |||||||||||
Sponsor paid | $ 30,292 | |||||||||||
Expenses paid | $ 24,360 | $ 24,360 | ||||||||||
Outstanding amount | $ 13,736 | $ 13,736 | $ 25,796 | |||||||||
Underwriters [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Founder share, percentage | 20% | |||||||||||
Founder shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Founder share, percentage | 20% | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class B Common Stock [Member] | Founder shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Shares purchased (in Shares) | 8,625,000 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||
Over-Allotment Option [Member] | Founder shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Warrants amount | $ 45,440 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 16, 2023 | Dec. 17, 2021 | Jun. 30, 2023 | Jun. 30, 2024 | |
Commitments and Contingencies [Line Items] | ||||
Representative shares issued (in Shares) | 287,500 | |||
Issuance of Representative Shares (in Dollars) | $ 2,239,466 | $ 25,000 | $ 2,239,466 | |
Share price per share (in Dollars per share) | $ 7.789 | |||
Expected volatility, percentage | 5.70% | |||
Risk-free interest rate, percentage | 5.15% | |||
Expected life | 1 year 2 months 1 day | |||
Implied discount percentage | 1.40% | |||
Offering costs (in Dollars) | $ 2,239,466 | |||
Underwriting discount per share (in Dollars per share) | $ 0.2 | |||
Underwriting discount | $2.3 | |||
Gross proceeds percentage | 3.50% | |||
Marketing expense (in Dollars) | $ 4,030,000 | |||
I-Bankers [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Representative shares issued (in Shares) | 258,750 | |||
Dawson James [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Representative shares issued (in Shares) | 28,750 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
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, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock subject to possible redemption | 11,500,000 | 11,500,000 |
Converted basis percentage | 20% | |
Expires year | 5 years | |
Redemption trigger price (in Dollars per share) | $ 18 | |
Rights [Member] | ||
Stockholders’ Equity [Line Items] | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Warrant [Member] | ||
Stockholders’ Equity [Line Items] | ||
Warrants outstanding | 7,470,000 | 7,470,000 |
Per warrant (in Dollars per share) | $ 0.01 | |
Class A Common Stock [Member] | ||
Stockholders’ Equity [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 287,500 | 287,500 |
Common stock, shares outstanding | 287,500 | 287,500 |
Sale price per share (in Dollars per share) | $ 18 | |
Warrant exercise price (in Dollars per share) | $ 11.5 | |
Class B Common Stock [Member] | ||
Stockholders’ Equity [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Common stock, voting rights | one | |
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||
Stockholders’ Equity [Line Items] | ||
Warrant price per hare (in Dollars per share) | $ 11.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |||
Assets held in trust account | $ 122,205,256 | $ 120,000,366 | |
Trust account to pay income and franchise tax | $ (931,000) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Measurements - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 122,205,256 | $ 120,000,366 |