Horizon Space Acquisition I Corp. Ordinary Shares (HSPO) 10-Q 13 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Document Information Line Items
Entity Registrant Name	HORIZON SPACE ACQUISITION I CORP.
Entity Central Index Key	0001946021
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		7,832,390
Entity File Number	001-41578
Entity Incorporation State Country Code	E9
Entity Address Address Line 1	1412 Broadway
Entity Address Address Line 2	21st Floor
Entity Address Address Line 3	Suite 21V
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10018
City Area Code	646
Local Phone Number	257-5537
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Units Consisting Of One Ordinary Shares [Member]
Document Information Line Items
Security 12b Title	Ordinary Share, $0.0001 par value
Trading Symbol	HSPOU
Security Exchange Name	NASDAQ
Ordinary Shares Capital [Member]
Document Information Line Items
Security 12b Title	Ordinary Shares, par value $0.0001 per share
Trading Symbol	HSPO
Security Exchange Name	NASDAQ
Redeemable Warrant [Member]
Document Information Line Items
Security 12b Title	Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	HSPOW
Security Exchange Name	NASDAQ
Rights Each Whole Right To Acquires [Member]
Document Information Line Items
Security 12b Title	one Ordinary Share
Trading Symbol	HSPOR
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 93,109	$ 283,281
Prepaid expenses	60,750	15,627
Total current assets	153,859	298,908
Investments held in Trust Account	60,163,810	67,946,855
Total Assets	60,317,669	68,245,763
Current liabilities:
Promissory notes	410,000	210,000
Promissory note - related party	70,000	70,000
Accounts payable and accrued expenses	136,328	133,718
Total current liabilities	616,328	413,718
Deferred underwriters' discount	2,415,000	2,415,000
Total Liabilities	3,031,328	2,828,718
Commitments and Contingencies
Ordinary shares subject to possible redemption,5,521,640 and 6,337,221 shares at redemption value of $10.896 and $10.722 per share as of March 31, 2024 and December 31, 2023, respectively	60,163,810	67,946,855
Shareholders' Deficit:
Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,310,750 shares issued and outstanding as of March 31, 2024 and December 31, 2023 (excluding 5,521,640 and 6,337,221 shares subject to possible redemption, respectively)	231	231
Additional paid-in capital	0	0
Accumulated deficit	(2,877,700)	(2,530,041)
Total Shareholders' Deficit	(2,877,469)	(2,529,810)
Total Liabilities, Temporary Equity, and Shareholders' Deficit	$ 60,317,669	$ 68,245,763

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
BALANCE SHEETS
Preference stock, per share value	$ 0.0001	$ 0.0001
Preference stock, shares authorized	10,000,000	10,000,000
Preference stock, shares issued	0	0
Preference stock, shares outstanding	0	0
Ordinary stock, per share value	$ 0.0001	$ 0.0001
Ordinary stock, shares authorized	490,000,000	490,000,000
Ordinary stock, shares issued	2,310,750	2,310,750
Ordinary stock, shares outstanding	2,310,750	2,310,750
Ordinary shares possible redemption	5,521,640	6,337,221
Ordinary shares possible redemption value per share	$ 10.896	$ 10.722

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
STATEMENTS OF OPERATIONS (Unaudited)
Formation and operating costs	$ 147,659	$ 117,416
Loss from operations	(147,659)	(117,416)
Other income
Interest and dividend income on investments held in Trust	881,123	816,136
Net Income	$ 733,464	$ 698,720
Basic and diluted weighted average redeemable ordinary shares outstanding	6,301,371	6,900,000
Basic and diluted net income per redeemable ordinary shares	$ 0.13	$ 0.11
Basic and diluted weighted average non-redeemable ordinary shares outstanding	2,310,750	2,310,750
Basic and diluted net loss per non-redeemable ordinary share	$ (0.04)	$ (0.01)

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Ordinary Shares [Member]
Balance, shares at Dec. 31, 2022				2,310,750
Balance, amount at Dec. 31, 2022	$ (1,744,655)	$ 0	$ (1,744,886)	$ 231
Accretion of carrying value to redemption value	(816,136)	0	(816,136)	0
Net Income (Loss)	698,720	0	698,720	$ 0
Balance, shares at Mar. 31, 2023				2,310,750
Balance, amount at Mar. 31, 2023	(1,862,071)	0	(1,862,302)	$ 231
Balance, shares at Dec. 31, 2023				2,310,750
Balance, amount at Dec. 31, 2023	(2,529,810)	0	(2,530,041)	$ 231
Accretion of carrying value to redemption value	(1,081,123)	0	(1,081,123)	0
Net Income (Loss)	733,464	0	733,464	$ 0
Balance, shares at Mar. 31, 2024				2,310,750
Balance, amount at Mar. 31, 2024	$ (2,877,469)	$ 0	$ (2,877,700)	$ 231

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net income	$ 733,464	$ 698,720
Adjustments to reconcile net income to net cash used in operating activities:
Interest and dividend income on investments held in Trust Account	(881,123)	(816,136)
Changes in operating assets and liabilities:
Prepaid expenses	(45,123)	(34,110)
Non-current prepaid expenses	0	19,716
Accounts payable and accrued expenses	2,610	(26,842)
Net Cash Used in Operating Activities	(190,172)	(158,652)
Cash Flows from Investing Activities:
Proceeds from sale of investments in the Trust Account	8,864,168	0
Monthly extension fee deposited into Trust Account	(200,000)	0
Net Cash Provided by Investing Activities	8,664,168	0
Cash Flows from Financing Activities:
Ordinary shares redemption	(8,864,168)	0
Proceeds from promissory notes	200,000	0
Net Cash Used in Financing Activities	(8,664,168)	0
Net Change in Cash	(190,172)	(158,652)
Cash, beginning of period	283,281	561,406
Cash, end of year	93,109	402,754
Supplemental Disclosure of Cash Flow Information:
Subsequent accretion of carrying value or public shares to redemption value	$ (1,081,123)	$ (816,136)

Organization Business Operation

Organization Business Operation and Going Concern Consideration	3 Months Ended
	Mar. 31, 2024
Organization Business Operation and Going Concern Consideration
Organization, Business Operation and Going Concern Consideration	Note 1 — Organization, Business Operation and Going Concern Consideration Horizon Space Acquisition I Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on June 14, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target or initiated any substantive discussions, directly or indirectly, with any potential Business Combination prospects. The Company has selected December 31 as its fiscal year end. As of March 31, 2024 and December 31, 2023, the Company had not commenced any operations. For the period from June 14, 2022 (inception) through March 31, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to its IPO (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the IPO. The registration statement for the Company’s initial public offering (“IPO”) became effective on December 21, 2022. On December 27, 2022 the Company consummated the IPO of 6,900,000 units (including 900,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth of one ordinary share. Each whole redeemable warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share. Each warrant will become exercisable on the later of the completion of an initial Business Combination and one year from the date that the registration statement is declared effective and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation, as described in the registration statement. Each ten rights entitle the holder thereof to receive one ordinary share upon the consummation of the Business Combination. The Public Units (including the Public Units sold in connection with the exercise of the over-allotment option) were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $69,000,000 on December 27, 2022. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 385,750 units (the “Private Placement Unit”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,857,500. Each Private Placement Unit consists of one ordinary share, one whole warrant, and one right. These Private Placement Units are identical to the Public Units, subject to limited exceptions. However, the holders of the Private Placement Units are entitled to registration rights. In addition, the Private Placement Unit and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holder until completion of the initial Business Combination. The Company also issued to the underwriter and/or its designees, 200,000 ordinary shares, or the “Representative Shares,” upon the consummation of the IPO. 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 date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). The fair value of the 200,000 Representative Shares was approximately $1,046,000 or $5.23 per share. Transaction costs amounted to $5,467,124, consisting of $1,380,000 of underwriting discounts and commissions, $2,415,000 of deferred underwriting commissions, $626,124 of other offering costs and $1,046,000 fair value of the 200,000 Representative Shares considered as part of the transaction costs. Following the closing of the IPO and the issuance and the sale of Private Placement Units on December 27, 2022, $70,207,500 ($10.175 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Units was placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company (the “Trust Account”), acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s tax obligations, the proceeds from the IPO and the sale of the Private Placement Unit that are deposited in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by September 27, 2023 (or up to March 27, 2024 if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), provided that Horizon Space Acquisition I Sponsor Corp., a Cayman Islands company (the “Sponsor”) or designee must deposit into the Trust Account for each three months extension $690,000 ($0.10 per unit), up to an aggregate of $1,380,000, on or prior to the date of the applicable deadline, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination by the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and interest income earned on the Trust Account that is released for working capital purposes or to pay taxes) at the time of the agreement to enter the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption are being recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company cannot complete a Business Combination by September 27, 2023 (or up to March 27, 2024 if the Company extends the period of time to consummate a Business Combination), unless the Company extends such period pursuant to its amended and restated memorandum and articles of association, 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 earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands 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 and rights, which will expire worthless if the Company fails to complete the Business Combination by September 27, 2023 (or up to March 27, 2024 if the Company extends the time needed to complete a Business Combination). From September 2023 to December 2023, an aggregate of $280,000 Monthly Extension Fee had been deposited into the Trust Account, among which $70,000 was made by the Sponsor and $210,000 was made by Shenzhen Squirrel (as defined below), respectively. On January 23, 2024, an aggregate of $70,000 (the “Original Extension Fee”) was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination by one month from January 27, 2024 to February 27, 2024. The payment of the Original Extension Fee was made by Shenzhen Squirrel Enlivened Media Group Co. Ltd (the “Target”), pursuant a non-binding letter of intent (the “Non-binding LOI”) entered into by and between the Company and Target on October 17, 2023, in connection with a potential Business Combination with the Target. The Company issued a Target Extension Note (as defined below) in the aggregate principal amount of $70,000 to the Target in connection with the payment of the Original Extension Fee on January 23, 2024. On February 26, 2024, an aggregate of $70,000 of the Original Extension Fee was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination by one month from February 27, 2024 to March 27, 2024. The payment of the Original Extension Fee was made by the Target pursuant to the Non-binding LOI. The Company issued a Target Extension Note in the aggregate principal amount of $70,000 dated February 27, 2024 to the Target in connection with the payment of the Monthly Extension Fee (as defined below). On March 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extraordinary Meeting”) where the shareholders of the Company approved various proposals, including to amend its amended and restated memorandum and articles of association to provide that the Company has until March 27, 2024 to complete a Business Combination and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional New Monthly Extension, for a total up to nine months to December 27, 2024. For each New Monthly Extension, the Sponsor and/or its designee will deposit $60,000 for all remaining public shares into the Trust Account (the “New Extension Fee,” together with the Original Extension Fee, the “Monthly Extension Fee”). In connection with 2024 Extraordinary Meeting, the Company redeemed a total of 815,581 Ordinary Shares and approximately $8.86 million was released from the Trust Account to pay such redeeming shareholders upon the completion of the redemption. As of the date of this report, two New Monthly Extension Fees were deposited into the Trust Account for public shareholders, as a result of which, the Company currently has until May 27, 2024 to consummation its initial business combination. The payment of the New Monthly Extension Fees were made by the Target pursuant to the Non-binding LOI. The Company issued a Target two Extension Notes, each in the aggregate principal amount of $60,000 dated March 26, 2024 and April 23, 2024 to the Target in connection with the payment of the New Monthly Extension Fee. Going Concern Consideration As of March 31, 2024, the Company had cash of $93,109 and a working capital deficit of $462,469. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $389,200. The Company’s cash and working capital as of March 31, 2024, are not sufficient to complete its planned activities to consummate a Business Combination for the upcoming year. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 $93,109 and 283,281 in cash and did not have any cash equivalents as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, $0 and $33,281, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit. Furthermore, recent bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations. Investments Held in Trust Account At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were substantially held in mutual funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Interest and dividend income earned from investments held in Trust Account and gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Income earned on these investments will be fully reinvested into the investments held in the Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the condensed statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination. For the three months ended March 31, 2024 and 2023, there were $881,123 and $816,136 of interest and dividend income recognized, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all the criteria for equity classification, so the Company will classify each warrant as its own equity. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, 5,521,640 and 6,337,221 ordinary shares subject to possible redemption are presented at redemption value of 10.896 and 10.722 per share, respectively, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs were $5,422,124 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less interest and dividend income and unrealized gain or loss on investments in the Trust Account less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The conversion feature of promissory note should be considered based on ASU 2020-06. However, the conversion features do not have impact to earnings per share calculation, because company suffered loss in private share as of March 31, 2024 and 2023.. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Net Income $ 733,464 $ 698,720 Subsequent accretion of carrying value to redemption value (1,081,123 ) (816,136 ) Net loss including accretion of carrying value of redemption value $ (347,659 ) $ (117,416 ) For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (254,378 ) $ (93,281 ) $ (87,959 ) $ (29,457 ) Subsequent accretion of carrying value to redemption value 1,081,123 - 816,136 - Allocation of net income/(loss) $ 826,745 $ (93,281 ) $ 728,177 $ (29,457 ) Denominators: Weighted-average shares outstanding 6,301,371 2,310,750 6,900,000 2,310,750 Basic and diluted net income/ (loss) per share $ 0.13 $ (0.04 ) $ 0.11 $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: · Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. · Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. · Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. At March 31, 2024 and December 31, 2023, the assets held in the Trust Account are invested in the BlackRock Liquidity Treasury Trust Fund, a money market mutual fund. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2024 December 31, 2023 Level Investment Level Investment Assets: Investments held in Trust Account 1 60,163,810 1 67,946,855 Total $ 60,163,810 $ 67,946,855 Income Taxes The Company accounts for income taxes under ASC740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on June 14, 2022, the evaluation was performed for both 2022 and 2023 tax years which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. Income earned from U.S. debt obligations held in the Trust Account is intended to qualify for the portfolio income exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company’s shares may be subject to tax in their respective jurisdictions based on applicable law, for instance, United States persons may be subject to tax on amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2024 and 2023. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision was deemed to be de minimis for the period presented. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On December 27, 2022, the Company consummated the IPO of 6,900,000 Public Units (including 900,000 Public Units issued upon the full exercise of the over-allotment option). Each Public Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth of one ordinary share. Each whole redeemable warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share. Each warrant will become exercisable on the later of the completion of an initial Business Combination and one year from the date that the registration statement is declared effective and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation, as described in the registration statement. Each right entitles the holder thereof to receive one-tenth of one ordinary share upon the consummation of the Business Combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $69,000,000 on December 27, 2022. All of the 6,900,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company’s redeemable ordinary share is subject to the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2024 and December 31, 2023, the amounts of ordinary shares reflected on the condensed balance sheets are reconciled in the following table. Ordinary shares subject to possible redemption, December 31, 2022 $ 70,220,851 Less: Redemptions (5,925,184 ) Amount transferred to operating account (100,000 ) Plus: Subsequent accretion of carrying value to redemption value 3,471,188 Monthly extension fees deposited 280,000 Ordinary shares subject to possible redemption, December 31, 2023 67,946,855 Less: Redemptions (8,864,168 ) Plus: Subsequent accretion of carrying value to redemption value 881,123 Monthly extension fees deposited 200,000 Ordinary shares subject to possible redemption, March 31, 2024 $ 60,163,810

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement
Private Placement	Note 4 — Private Placement Substantially concurrently with the closing of the IPO, the Company completed the private sale of 385,750 Private Placement Shares at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,857,500. Each Private Placement Unit consists of one ordinary share, one whole warrant, and one right. These Private Placement Units are identical to the Public Units, subject to limited exceptions. However, the holder of the Private Placement Units is entitled to registration rights. In addition, the Private Placement Units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until completion of the initial Business Combination.

Promissory Notes

Promissory Notes	3 Months Ended
	Mar. 31, 2024
Promissory Notes
Promissory Notes	Note 5 — Promissory Notes Pursuant to the Non-binding LOI entered into by and between the Company and the Target on October 17, 2023, in connection with a potential Business Combination with the Target. The Target has agreed to deposit the agreed reasonable amount into the Company’s Trust Account in order to effectuate the extension of the Company’s deadline to consummate a Business Combination. The Target had deposited a total of three Monthly Extension Fees, including two payments for the Original Extension Fee each in the amount of $70,000 from January through February 2024 and one payment for the New Extension Fee in the amount of $60,000 for March 2024, or an aggregate of $200,000, into the Trust Account of the Company to extend the deadline for the Company to complete the Business Combination contemplated therein by April 27, 2024. Each Monthly Extension Payment from the Target was evidenced by an unsecured promissory note (collectively, the “Target Extension Notes”) issued by the Company to the Target. The Target Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s initial Business Combination or (ii) the date of expiration of the term of the Company (the “Maturity Date”). As the payee of the Target Extension Notes, the Target, has the right, but not the obligation, to convert the Target Extension Notes, in whole or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Ordinary Share, one warrant, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of its initial Business Combination. The number of Extension Units to be received by the payees in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00. At Maturity Date, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term United States Treasury Bill rate, from the date on which such payment is due until the day on which all sums due are received by the Target. As of March 31, 2024 and December 31, 2023, the Company had borrowings of $410,000 and $210,000 under the Target Extension Notes from the Target, respectively.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On June 14, 2022, the Company issued 10,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On August 30, 2022, the Sponsor acquired 1,725,000 ordinary shares (the “Founder Shares”) for a purchase price of $25,000 and surrendered 10,000 ordinary shares for a par value of $0.0001 each. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively. On December 27, 2022, the underwriters exercised the over-allotment option in full, so there are no Founder Shares subject to forfeiture. Simultaneously with the effectiveness of the registration statement and prior to the closing of the IPO (including the full exercise of over-allotment option), the Sponsor transferred to the Company’s independent directors, Messrs. Angel Colon, Mark Singh, and Rodolfo Jose Gonzalez Caceres, 8,000, 5,000 and 5,000 Founder Shares, respectively, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated September 12, 2022 among the Company, the transferees and the Sponsor. The transfer of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 18,000 Founder Shares transferred to the Company’s independent directors was approximately $93,780 or $5.21 per share. Promissory Note — Related Party On August 30, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities. Total amount of $389,200 under the Promissory Note was fully repaid upon closing of the IPO on December 27, 2022. This note has been terminated after the repayment. On September 26, 2023, in connection with the payment of the Monthly Extension Fee, the Company issued an unsecured promissory note in the principal amount of $70,000 to the Sponsor (the “Sponsor Extension Note”). The Sponsor Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s initial Business Combination or (ii) the Maturity Date. As the payee of the Sponsor Extension Note, the Sponsor, has the right, but not the obligation, to convert the Sponsor Extension Note, in whole or in part, respectively, into the Extension Units. The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of March 31, 2024 and December 31, 2023, the Company had borrowings of 70,000, under the Sponsor Extension Note from the Sponsor. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, or to extend the Combination Period, 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. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $3,000,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Placement Units issued to the Sponsor. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account, but if the Company does, it will request such lender to provide a waiver against any and all rights to seek access to funds in the Trust Account. As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

Commitments Contingencies

Commitments Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Units (and any securities underlying the Private Placement Units) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Underwriter will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000 upon consummation of the Company’s initial Business Combination. Representative Shares The Company issued to the underwriter and/or its designees, 200,000 Representative Shares upon the consummation of the IPO. 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 date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). The fair value of the 200,000 Representative Shares was approximately $1,046,000 or $5.23 per share.

Shareholders Equity

Shareholders Equity	3 Months Ended
	Mar. 31, 2024
Shareholders Equity
Shareholder's Equity	Note 8 — Shareholder’s Equity The Company is authorized to issue 500,000,000 shares, including 490,000,000 ordinary shares, par value of $0.0001 per share, and 10,000,000 preference shares, par value of $0.0001 per share. On June 14, 2022, the Company issued 10,000 ordinary shares of a par value of $0.0001 each to the Sponsor. On August 30, 2022, the Sponsor acquired 1,725,000 Founder Shares (up to 225,000 of which were subject to forfeiture) at a price of approximately $0.0145 per share for an aggregate of $25,000 and surrendered 10,000 ordinary shares of a par value of $0.0001 each. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on December 27, 2022, no ordinary shares are currently subject to forfeiture. As of March 31, 2024 and December 31, 2023, there were 2,310,750 and 2,310,750 ordinary shares issued and outstanding, excluding 5,521,640 and 6,337,221 shares subject to possible redemption, respectively. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of ordinary shares will vote on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the Company’s ordinary shares that are voted, and pursuant to the memorandum and articles of association; such actions include amending the memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Warrants As of March 31, 2024 and December 31, 2023, 6,900,000 public warrants were outstanding. Substantially concurrently with the closing of the IPO, the Company issued 385,750 private warrants to the Sponsor included in the Private Placement Units. As of March 31, 2024 and December 31, 2023, there were 385,750 private warrants issued and outstanding. The Company will account for warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on the specific terms of the warrant agreement. The Company has agreed that as soon as practicable after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the closing of the initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants, and to maintain the effectiveness of such registration statement and a current prospectus relating to those ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the 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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders). ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when the financial statements were issued. Based on this review, management identified the following subsequent events that are required disclosures in the financial statements. On April 12, 2024, the Company issued an unsecured promissory note in the principal amount of $300,000 to the Sponsor (the “Sponsor Note”). The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. On April 23, 2024, an aggregate of $60,000 of the New Extension Fee was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial Business Combination by one month from April 27, 2024 to May 27, 2024. The payment of the Monthly Extension Fee was made by the Target pursuant to the Non-binding LOI. The Company issued a Target Extension Note in the aggregate principal amount of $ 60,000 to the Target in connection with the payment of the Monthly Extension Fee on April 23, 2024.

Significant accounting polici_2

Significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Basis of Presentation	The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.
Emerging Growth Company Status	The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 $93,109 and 283,281 in cash and did not have any cash equivalents as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, $0 and $33,281, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit. Furthermore, recent bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in the credit facility from honoring their commitments. Such events could have a material adverse effect on the Company’s financial condition or results of operations.
Investments held in Trust Account	At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were substantially held in mutual funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Interest and dividend income earned from investments held in Trust Account and gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Income earned on these investments will be fully reinvested into the investments held in the Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the condensed statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination. For the three months ended March 31, 2024 and 2023, there were $881,123 and $816,136 of interest and dividend income recognized, respectively.
Warrants	The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all the criteria for equity classification, so the Company will classify each warrant as its own equity.
Ordinary Shares Subject to Possible Redemption	The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, 5,521,640 and 6,337,221 ordinary shares subject to possible redemption are presented at redemption value of 10.896 and 10.722 per share, respectively, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Offering Costs	The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs were $5,422,124 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.
Net Income (Loss) Per Ordinary Share	The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less interest and dividend income and unrealized gain or loss on investments in the Trust Account less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The conversion feature of promissory note should be considered based on ASU 2020-06. However, the conversion features do not have impact to earnings per share calculation, because company suffered loss in private share as of March 31, 2024 and 2023.. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Net Income $ 733,464 $ 698,720 Subsequent accretion of carrying value to redemption value (1,081,123 ) (816,136 ) Net loss including accretion of carrying value of redemption value $ (347,659 ) $ (117,416 ) For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (254,378 ) $ (93,281 ) $ (87,959 ) $ (29,457 ) Subsequent accretion of carrying value to redemption value 1,081,123 - 816,136 - Allocation of net income/(loss) $ 826,745 $ (93,281 ) $ 728,177 $ (29,457 ) Denominators: Weighted-average shares outstanding 6,301,371 2,310,750 6,900,000 2,310,750 Basic and diluted net income/ (loss) per share $ 0.13 $ (0.04 ) $ 0.11 $ (0.01 )
Concentrations of Credit Risk	Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: · Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. · Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. · Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. At March 31, 2024 and December 31, 2023, the assets held in the Trust Account are invested in the BlackRock Liquidity Treasury Trust Fund, a money market mutual fund. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2024 December 31, 2023 Level Investment Level Investment Assets: Investments held in Trust Account 1 60,163,810 1 67,946,855 Total $ 60,163,810 $ 67,946,855
Income Taxes	The Company accounts for income taxes under ASC740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on June 14, 2022, the evaluation was performed for both 2022 and 2023 tax years which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. Income earned from U.S. debt obligations held in the Trust Account is intended to qualify for the portfolio income exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company’s shares may be subject to tax in their respective jurisdictions based on applicable law, for instance, United States persons may be subject to tax on amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2024 and 2023. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision was deemed to be de minimis for the period presented. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Recent Accounting Pronouncements	Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant accounting polici_3

Significant accounting policies (Tables)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Schedule of income loss per share presented in operations	For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Net Income $ 733,464 $ 698,720 Subsequent accretion of carrying value to redemption value (1,081,123 ) (816,136 ) Net loss including accretion of carrying value of redemption value $ (347,659 ) $ (117,416 ) For the For the Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (254,378 ) $ (93,281 ) $ (87,959 ) $ (29,457 ) Subsequent accretion of carrying value to redemption value 1,081,123 - 816,136 - Allocation of net income/(loss) $ 826,745 $ (93,281 ) $ 728,177 $ (29,457 ) Denominators: Weighted-average shares outstanding 6,301,371 2,310,750 6,900,000 2,310,750 Basic and diluted net income/ (loss) per share $ 0.13 $ (0.04 ) $ 0.11 $ (0.01 )
Schedule of fair value of assets and liabilities	March 31, 2024 December 31, 2023 Level Investment Level Investment Assets: Investments held in Trust Account 1 60,163,810 1 67,946,855 Total $ 60,163,810 $ 67,946,855

Initial Public Offering (Tables

Initial Public Offering (Tables)	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
Schedule of reconcillation of ordinary shares reflected on the blance sheet	Ordinary shares subject to possible redemption, December 31, 2022 $ 70,220,851 Less: Redemptions (5,925,184 ) Amount transferred to operating account (100,000 ) Plus: Subsequent accretion of carrying value to redemption value 3,471,188 Monthly extension fees deposited 280,000 Ordinary shares subject to possible redemption, December 31, 2023 67,946,855 Less: Redemptions (8,864,168 ) Plus: Subsequent accretion of carrying value to redemption value 881,123 Monthly extension fees deposited 200,000 Ordinary shares subject to possible redemption, March 31, 2024 $ 60,163,810

Organization Business Operati_2

Organization Business Operation and Going Concern Consideration (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended	4 Months Ended
	Oct. 04, 2023	Feb. 26, 2024	Jan. 23, 2024	Dec. 27, 2022	Mar. 31, 2024	Dec. 21, 2023	Mar. 22, 2024	Dec. 31, 2023	Aug. 30, 2022
Fair Value Price Per Share					$ 5.23
Transaction Costs								$ 5,422,124
Sale price, (Public Unit per share)				$ 10
Cash					$ 93,109			$ 283,281
Exercise price, per share					$ 11.50				$ 0.0145
Sale of units, (in shares)				6,900,000
Over-allotment Option [Member]
Exercise price, per share				$ 11.50
Sale of units, (in shares)				900,000
Issuance initial public offering				$ 69,000,000
Private Placement Unit [Member]
Exercise price, per share					$ 10
Sale of units, (in shares)					385,750
Proceeds from issuance private placement unit				6,900,000	3,857,500
Trust Amendment Agreement [Member]
Payment from the Sponsor						$ 210,000
interest income	$ 100,000
Deposit		$ 70,000	$ 70,000				$ 60,000
Monthly extension fee		$ 70,000	$ 70,000			$ 280,000
Ordinary Shares [Member]
Proceeds from sale of private placement units				$ 70,207,500
Fair value of representative shares					$ 1,046,000
Underwriting discounts and commissions					$ 1,380,000
Fair Value Price Per Share					$ 5.23
Deferred underwriting commissions					$ 2,415,000
Representative shares lock-up period				185 days	180 days
Transaction Costs					$ 5,467,124
Other offering costs					626,124
fair value cost					$ 1,046,000
Description to complete business combination					If the Company cannot complete a Business Combination by September 27, 2023 (or up to March 27, 2024 if the Company extends the period of time to consummate a Business Combination), unless the Company extends such period pursuant to its amended and restated memorandum and articles of association, 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 earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares
Description of private placement unit					(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by September 27, 2023 (or up to March 27, 2024 if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), provided that Horizon Space Acquisition I Sponsor Corp., a Cayman Islands company (the “Sponsor”) or designee must deposit into the Trust Account for each three months extension $690,000 ($0.10 per unit), up to an aggregate of $1,380,000, on or prior to the date of the applicable deadline, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination by the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders
Ordinary shares					200,000
Net tangible assets					$ 5,000,001
Sale price, (Public Unit per share)				$ 10.175
Unsecured promissory note					389,200
Cash					93,109
Payment from the Sponsor					25,000
Working capital deficit					$ (462,469)

Significant accounting polici_4

Significant accounting policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Significant Accounting Policies
Net loss	$ 733,464	$ 698,720
Subsequent accretion of carrying value to redemption value	(1,081,123)	(816,136)
Net loss including accretion of carrying value to redemption value	$ (347,659)	$ (117,416)

Significant accounting polici_5

Significant accounting policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Subsequent accretion of carrying value to redemption value	$ (1,081,123)	$ (816,136)
Redeemable Ordinary Shares
Allocation of net loss including carrying value to redemption value	(254,378)	(87,959)
Subsequent accretion of carrying value to redemption value	1,081,123	816,136
Allocation of net income/(loss)	$ 826,745	$ 728,177
Weighted-average shares outstanding	6,301,371	6,900,000
Basic and diluted net income/ (loss) per share	$ 0.13	$ 0.11
Non Redeemable OrdinaryShare [Member]
Allocation of net loss including carrying value to redemption value	$ (93,281)	$ (29,457)
Subsequent accretion of carrying value to redemption value	0	0
Allocation of net income/(loss)	$ (93,281)	$ (29,457)
Weighted-average shares outstanding	2,310,750	2,310,750
Basic and diluted net income/ (loss) per share	$ 0.04	$ 0.01

Significant accounting polici_6

Significant accounting policies (Details 2) - Fair Value [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Investments held in Trust Account	$ 60,163,810	$ 67,946,855
Total	$ 60,163,810	$ 67,946,855

Significant accounting polici_7

Significant accounting policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Significant Accounting Policies
Cash	$ 93,109		$ 283,281
Deposits above FDIC insurance limit	$ 0		$ 33,281
Ordinary shares redemption to temporary equity	5,521,640		6,337,221
Interest and dividend income recognized	$ 881,123	$ 816,136
Redemption value, per share	$ 10.896		$ 10.722
Offering costs			$ 5,422,124
Federal Depository Insurance Coverage Limit			$ 250,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Initial Public Offering
Ordinary shares subject to possible redemption, begining	$ 67,946,855	$ 70,220,851
Redemptions	(8,864,168)	(5,925,184)
Amount transferred to operating account		(100,000)
Subsequent accretion of carrying value to redemption value	881,123	3,471,188
Monthly extension fees deposited	200,000	280,000
Ordinary shares subject to possible redemption, ending	$ 60,163,810	$ 67,946,855

Initial Public Offering (Deta_2

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended
	Dec. 27, 2022	Mar. 31, 2024	Aug. 30, 2022
Purchase price, per unit		$ 11.50	$ 0.0145
Offering price, per unit	$ 10
Sale of units shares	6,900,000
Over-allotment Option [Member]
Proceeds from issuance initial public offering	$ 69,000,000
Purchase price, per unit	$ 11.50
Sale of units shares	900,000

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Aug. 30, 2022
Exercise price, per share	$ 11.50	$ 0.0145
Private Placement [Member]
Sale of private placement warrants	385,750
Proceeds from sale of Private placement unit	$ 3,857,500
Exercise price, per share	$ 10

Promissory Notes (Details Narra

Promissory Notes (Details Narrative) - USD ($)	1 Months Ended
	Oct. 17, 2023	Mar. 31, 2024	Dec. 31, 2023
Promissory Notes
Borrowings under promissory note	$ 200,000	$ 410,000	$ 210,000
Monthly Extension Fee	70,000
Payment for the New Extension Fee	$ 60,000
Sum of the outstanding principal amount payable	$ 10

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended
	Sep. 12, 2022	Aug. 30, 2022	Jun. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Oct. 17, 2023	Sep. 26, 2023	Dec. 27, 2022	Jun. 14, 2022
Borrowings under promissory note				$ 410,000	$ 210,000	$ 200,000
Ordinary stock, per share value				$ 0.0001	$ 0.0001				$ 0.0001
Unsecured [Member]
Borrowings under promissory note				$ 70,000	$ 70,000
Loan principal amount		$ 500,000
Amount fully repaid upon closing of the IPO								$ 389,200
Sponsor [Member] | Ordinary Shares [Member]
Ordinary stock, per share value		$ 0.0001							$ 0.0001
Number of shares issued		1,725,000	10,000
Aggregate purchase price		$ 25,000
Number of sponsor shares surrendered		10,000
Independent Director Angel Colon [Member]
Aggregate number of shares owned									8,000
Independent Director Mark Singh [Member]
Aggregate number of shares owned									5,000
Independent Director Rodolfo Jose Gonzalez Caceres [Member]
Aggregate number of shares owned									5,000
Independent Directors [Member]
Aggregate number of shares owned	18,000
Fair value of the Founder Shares	$ 93,780
Fair Value Per Share	$ 5.21
WorkingCapitalLoans [Member] | Related Party Loans [Member]
Price per unit					$ 10		$ 10
Maximum loans conversion into shaes					$ 3,000,000

Commitments Contingencies (Deta

Commitments Contingencies (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Commitments and Contingencies
Underwriting percentage of deferred Fee	3.50%
Deferred Offering Costs Noncurrent | $	$ 2,415,000
Fair value of representative Shares | $	$ 1,046,000
Representative Shares issued | shares	200,000
Lock-up period	180 days
Fair value price, per share | $ / shares	$ 5.23
Representative Shares | shares	200,000

Shareholders Equity (Details Na

Shareholders Equity (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Jun. 14, 2022
Ordinary shares, Shares Issued		2,310,750	2,310,750	10,000
Ordinary shares, Shares Outstanding		2,310,750	2,310,750
Ordinary shares, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, Shares Authorized		490,000,000	490,000,000
Aggregate amount for shares purchased	$ 225,000
Preference Shares, Shares Authorized		10,000,000	10,000,000
Founder shares issued to initial shareholder	1,725,000
Preference Shares, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Temporary equity, shares outstanding		5,521,640	6,337,221
Exercise price, per share	$ 0.0145	$ 11.50
Aggregate amount	$ 25,000
Founder shares surrendered	$ 10,000
Shares surrendered, Par or Stated Value Per Share	$ 0.0001
Public Warrants [Member]
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights		$ 0.01
Redemption Period		30 days
Warrant Redemption Condition Minimum Share Price		$ 16
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days		30 days
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days		20 days
Public warrants outstanding		6,900,000	6,900,000
Private Placement Units [Member]
Warrants issued			385,750
Warrants outstanding		385,750	385,750

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Apr. 23, 2024	Oct. 17, 2023	Apr. 12, 2024
Monthly Extension Fee		$ 70,000
Subsequent Event [Member]
Promissory note principal amount			$ 300,000
Monthly Extension Fee	$ 60,000
Amount deposited into Trust account	$ 60,000