99 Acquisition (NNAG) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	99 Acquisition Group Inc.
Entity Central Index Key	0001950429
Entity File Number	001-41784
Entity Tax Identification Number	88-2992752
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	14 Noblewood Ct
Entity Address, City or Town	Gaithersburg
Entity Address, Country	MD
Entity Address, Postal Zip Code	20878
Entity Phone Fax Numbers [Line Items]
City Area Code	(703)
Local Phone Number	371-4260
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	NNAG
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	NNAGW
Security Exchange Name	NASDAQ
Rights
Entity Listings [Line Items]
Title of 12(b) Security	Rights
Trading Symbol	NNAGR
Security Exchange Name	NASDAQ
Units
Entity Listings [Line Items]
Title of 12(b) Security	Units
Trading Symbol	NNAGU
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,575,000
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,500,000

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 109	$ 321,463
Due from Sponsor	105,000
Prepaid expenses	173,467	211,332
Total Current Assets	278,576	532,795
Trust account	78,237,540	77,225,243
Total Assets	78,516,116	77,758,038
Current Liabilities
Accounts payable and accrued expenses	313,410	155,514
Accrued offering costs	75,000	75,000
Franchise tax payable	121,739	71,739
Income tax payable	420,711
Total Current Liabilities	1,135,697	477,090
Deferred tax liability	28,882	294,743
Deferred underwriting fee payable	2,625,000	2,625,000
Total Liabilities	3,789,579	3,396,833
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 100,000,000 shares authorized; 7,500,000 shares issued and outstanding (at redemption value of $10.36 and $10.25) at March 31, 2024 and December 31, 2023, respectively	77,666,208	76,858,761
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023
Accumulated deficit	(2,939,929)	(2,497,814)
Total Stockholders’ Deficit	(2,939,671)	(2,497,556)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	78,516,116	77,758,038
Related Party
Current Assets
Due from Sponsor	105,000
Current Liabilities
Advances from related party	29,001	29,001
Related party payable – administrative fee	73,226	43,226
Promissory note – related party	102,610	102,610
Class A Common Stock
Stockholders’ Deficit
Common stock value	8	8
Class B Common Stock
Stockholders’ Deficit
Common stock value	$ 250	$ 250

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	100,000,000	100,000,000
Common stock subject to possible redemption, shares issued	7,500,000	7,500,000
Common stock subject to possible redemption, shares outstanding	7,500,000	7,500,000
Common stock subject to possible redemption, at redemption value (in Dollars per share)	$ 10.36	$ 10.25
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	75,000	75,000
Common stock, shares outstanding	75,000	75,000
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,500,000	2,500,000
Common stock, shares outstanding	2,500,000	2,500,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Formation and operational costs		$ 364,886	$ 248
Franchise tax		50,000
Related party administrative fees		30,000
Loss from operations		(444,886)	(248)
Other income:
Interest income		3
Unrealized investment income on marketable securities held in Trust Account		1,012,297
Other income, net		1,012,300
Income (loss) before provision for income taxes		567,414	(248)
Provision for income taxes		(202,082)
Net income (loss)		$ 365,332	$ (248)
Common Shares Subject to Possible Redemption
Other income:
Basic weighted average shares outstanding (in Shares)		7,500,000
Redeemable Common Stock
Other income:
Basic net income (loss) per share (in Dollars per share)		$ 0.04
Non-redeemable Common Stock
Other income:
Basic weighted average shares outstanding (in Shares)	[1],[2]	2,575,000	2,500,000
Basic net income (loss) per share (in Dollars per share)		$ 0.04	$ 0
[1] Excludes 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parentheticals) - $ / shares		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Common Shares Subject to Possible Redemption
Diluted weighted average shares outstanding		7,500,000
Redeemable Common Stock
Diluted net income (loss) per share		$ 0.04
Non-redeemable Common Stock
Diluted weighted average shares outstanding	[1],[2]	2,575,000	2,500,000
Diluted net income (loss) per share		$ 0.04	$ 0
[1] Excludes 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B		Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 288	[1],[2]	$ 24,712	$ (3,451)	$ 21,549
Balance (in Shares) at Dec. 31, 2022		2,875,000	[1],[2]
Net income (loss)					(248)	(248)
Balance at Mar. 31, 2023		$ 288	[1],[2]	24,712	(3,699)	21,301
Balance (in Shares) at Mar. 31, 2023		2,875,000	[1],[2]
Balance at Dec. 31, 2023	$ 8	$ 250			(2,497,814)	(2,497,556)
Balance (in Shares) at Dec. 31, 2023	75,000	2,500,000
Remeasurement of Class A common stock subject to possible redemption					(807,447)	(807,447)
Net income (loss)					365,332	365,332
Balance at Mar. 31, 2024	$ 8	$ 250			$ (2,939,929)	$ (2,939,671)
Balance (in Shares) at Mar. 31, 2024	75,000	2,500,000
[1] Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7). Includes 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7).

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 (loss)	$ 365,332	$ (248)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account	(1,012,297)
Deferred tax provision	(265,861)
Changes in operating assets and liabilities:
Due from Sponsor	(105,000)
Prepaid expenses	37,865	80
Accrued expenses	157,896
Franchise tax payable	50,000
Income tax payable	420,711
Related party payable – administrative fee	30,000
Net cash used in operating activities	(321,354)	(168)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		48,570
Payment of offering costs		(53,526)
Net cash used in financing activities		(4,956)
Net Changes in Cash	(321,354)	(5,124)
Cash - Beginning of period	321,463	11,470
Cash - End of period	109	6,346
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs		24,800
Change in value of Class A common stock subject to possible redemption	807,447
Conversion of due to Sponsor to promissory note – related party		$ 35,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 99 Acquisition Group Inc. (the “Company”) is a newly organized blank check company incorporated in Delaware on June 14, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from June 14, 2022 (inception) through March 31, 2024 relates to the Company’s formation, its Initial Public Offering (as defined below) and its search for a Business Combination. 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 income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on August 14, 2023. On August 22, 2023, the Company consummated its Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $75,000,000 (the “Initial Public Offering”), which is discussed in Note 3, and incurring offering costs of $4,281,901, of which $2,625,000 was for deferred underwriting commissions (see Note 5) Additionally, the Company completed the sale of 2,865,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,865,500, in a private placement to 99 Acquisition Sponsor LLC (the “Sponsor”) that closed simultaneously with the Initial Public Offering (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on August 22, 2023, an amount equal to $75,750,000 ($10.10 per Unit sold in the Initial Public Offering), including the proceeds from the sale of the Private Placement Warrants, was placed in a trust account with Continental Stock Transfer & Trust Company, a U.S.-based company, acting as trustee (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including interest. The per-share amount to be distributed to the public stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 9 months from the closing of the Initial Public Offering or up to 15 months from the closing of the offering if the Company extends the period of time to consummate a business combination for up to three months on two occasions, as described in more detail in the Company’s prospectus, and (c) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has 9 months (or 15 months, as applicable) from the closing of the Initial Public Offering (as such period may be extended pursuant to the Company’s Second Amended and Restated Certificate of Incorporation) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share 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 to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Merger Agreement On February 12, 2024, the Company entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, Nava Health MD, Inc., a Maryland corporation (“Nava”), and NNAG Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), which, among other things, provides for the merger of Merger Sub with and into Nava, with Nava surviving such merger as a wholly owned subsidiary of the Company (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”). Following the consummation of the Transactions, the Company will change its name to Nava Health MD, Inc. Going Concern Consideration The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. 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 (including the potential Merger disclosed above) will be successful within the Combination Period. As a result, management has determined that such additional condition 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 included in the Annual Report on Form 10-K filed with the SEC on April 5, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate disclosures contained herein have been omitted. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 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 the 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. 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 cash of $109 and $321,463 as of March 31, 2024 and December 31, 2023, respectively, and no cash equivalents as of March 31, 2024 or December 31, 2023. Marketable Securities Held in Trust Account As of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash and money market funds. Total account value as of March 31, 2024 and December 31, 2023 was $78,237,540 and $77,225,243, respectively. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting and other costs incurred through the date of the Initial Public Offering that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, these offering costs, together with the underwriter discount of $850,500, associated with the common stock and the warrants have been charged to stockholders’ equity since both the public and private warrants qualify for equity classification. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as a component of stockholder’s equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2024 and December 31, 2023, 7,500,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet. The shares of Class B common stock are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). At March 31, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended 2024 2023 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 271,959 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 7,500,000 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — Non-redeemable common stock Numerator: Net income (loss) $ 365,332 $ (248 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 271,959 $ — Net income (loss) attributable to non-redeemable common stock $ 93,373 $ (248 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,575,000 2,500,000 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ (0.00 ) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of March 31, 2024 and December 31, 2023, the Trust Account had a fair value of $78,237,540 and $77,225,243, respectively. Warrants The Company is required to account for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB (as defined below) 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, 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 shares 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Based on its assessment, the Company accounts for its warrants as equity-classified.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On August 22, 2023, the Company consummated its Initial Public Offering of 7,500,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $75,000,000. The underwriters had a 45-day option from August 17, 2023 (the date of the prospectus) to purchase up to an additional 1,125,000 units to cover over-allotments, if any. On October 1, 2023, the over-allotment option period expired, with the underwriters not exercising their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, one redeemable warrant (“Public Warrant”) and one right. Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). Each right entitles the holder thereof to receive one-fifth (1/5) of one share of Class A common stock upon the consummation of an initial business combination (see Note 7). As of March 31, 2024 and December 31, 2023, the Company incurred offering costs of $4,281,901, of which $2,625,000 was for deferred underwriting commissions.

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT The Sponsor purchased an aggregate of 2,865,500 warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $2,865,500, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. The Sponsor was committed to purchase up to an additional 240,075 warrants to the extent the underwriters’ over-allotment option was exercised, which option expired unexercised on October 1, 2023 (see Note 3). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 16, 2022, the Company approved the acquisition by transfer of an aggregate of 2,156,250 shares of Class B common stock of the Company (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.01 per share. In connection with a planned increase in the size of the Initial Public Offering, on February 8, 2023, the Company declared a 42.22% share dividend on each Founder Share, thereby increasing the number of issued and outstanding Founder Shares to 3,066,667. On August 17, 2023, the Sponsor forfeited an aggregate of 191,667 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 2,875,000 Founder Shares, including an aggregate of 375,000 Founder Shares subject to forfeiture by the Sponsor to the extent the underwriters’ over-allotment option was not exercised in full or in part. All share amounts presented have been retroactively restated to reflect the share dividend and forfeiture. The number of Founder Shares issued was determined so that the Sponsor will collectively own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On October 1, 2023, in connection with the underwriters not exercising their over-allotment option (see Note 3), the Sponsor forfeited an aggregate of 375,000 Founder Shares. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement upon the completion of the Initial Public Offering to pay the Sponsor a total of up to $10,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2024, the Company incurred $30,000 in related party fees for the services provided by the Sponsor under this agreement. As of March 31, 2024 and December 31, 2023, the Company had a related party payable to the Sponsor under this agreement of $73,226 and $43,226, respectively. Promissory Note — Related Party On August 16, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of the consummation of a Business Combination or the liquidation of the Company on or before the 9-month anniversary of the completion of the Initial Public Offering (or up to the 15-month anniversary if the Company extends the period of time to consummate a Business Combination) or such later liquidation date as may be approved by the Company’s stockholders (a “Liquidation”). Upon maturity, the Note would be repaid, without interest or, at the lender’s discretion, the Note may be converted into warrants (the “Conversion Warrants”), at a price of $1.00 per warrant. The Conversion Warrants would be identical to the Private Placement Warrants. During the year ended December 31, 2023, the Company borrowed $67,610 under the Note to pay for vendor invoices and converted the remaining balance due to the Sponsor of $35,000 through a draw under the Note. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $102,610 under the Note, with $197,390 available to draw. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into warrants, at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Advances from Related Party An affiliate of the Sponsor paid certain formation, deferred offering and operating costs totaling $29,001 on behalf of the Company during the period from June 14, 2022 (inception) through December 31, 2022. These advances are non-interest bearing and payable on demand. As of March 31, 2024 and December 31, 2023, $29,001 was due to the related party. Due from Sponsor During the three months ended March 31, 2024, the Company paid invoices totaling $105,000 on behalf of the Sponsor, which amounts were reflected as due from Sponsor as of March 31, 2024.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, Conversion Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants, Conversion Warrants and warrants that may be issued upon conversion of the Working Capital Loans and Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions, which option expired unexercised on October 1, 2023 (see Note 3). The underwriters are entitled to a cash underwriting discount of $0.1134 per Unit, or $850,500 in the aggregate, payable upon the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $2,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition to the underwriting discount, the Company reimbursed the underwriters $69,050 for certain of their out-of-pocket expenses related to the Initial Public Offering, including, but not limited to “road show” expenses, expenses of the underwriters’ legal counsel and diligence and background checks on our directors, director nominees and executive. Representative Shares The Company issued to the underwriters 75,000 shares of Class A common stock upon the consummation of the Initial Public Offering. The Company was to issue to the underwriters up to an additional 11,250 shares to the extent the underwriters’ over-allotment option was exercised, which option expired unexercised on October 1, 2023 (see Note 3). The underwriters have agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, the underwriters have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 9 months from the closing of the Initial Public Offering (or up to 15 months from the consummation of the Initial Public Offering if we extend the period of time for up to three months on two occasions to consummate a business combination, as described in more detail in the prospectus). The representative shares have resale registration rights including one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering. In compliance with FINRA Rule 5110(g)(8), registration rights granted to the underwriters are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the prospectus forms a part and such demand rights may be exercised on only one occasion. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the IPO except to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates or as otherwise permitted under FINRA Rule 5110(e)(2).

Stockholder_s Equity

Stockholder’s Equity	3 Months Ended
	Mar. 31, 2024
Stockholder’s Equity [Abstract]
STOCKHOLDER’S EQUITY	NOTE 7 — STOCKHOLDER’S EQUITY Preferred Shares no Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all Class A shares of common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A shares of common stock issued, or to be issued, to any seller in a Business Combination). In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-to-one. Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60 th st Redemption of Public Warrants when the price per share of Class A common stock equals or exceeds $18.00: ● 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, which we refer to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for the issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average reported sale price of our common stock during the 10 trading days ending on the third trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to registration rights. The Company accounts for the 10,365,500 warrants issued in connection with the Initial Public Offering (including 7,500,000 Public Warrants and 2,865,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant must be recorded within equity. Rights If the Company is unable to complete a Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. The Company will not issue fractional shares upon conversion of any rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with applicable law. As a result, the holders of the rights must hold rights in multiples of five in order to receive shares for all of the holders’ rights upon the consummation of a Business Combination.

Income Tax

Income Tax	3 Months Ended
	Mar. 31, 2024
Income Tax [Abstract]
INCOME TAX	NOTE 8 — INCOME TAX The Company’s deferred tax liability, net of allowance, consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Deferred tax asset (liability) Net operating loss carryforward $ — $ 15,037 Startup/organization expenses 157,725 74,799 Unrealized gain/loss (28,822 ) (309,780 ) Deferred tax assets (liabilities), net 128,843 (219,944 ) Valuation allowance (157,725 ) (74,799 ) Deferred tax liability, net of allowance $ (28,882 ) $ (294,743 ) The Company’s provision (benefit) for income taxes is as follows for the three months ended March 31, 2024 and 2023: 2024 2023 Federal Current expense/(benefit) $ 467,943 $ — Deferred expense/(benefit) (348,786 ) — State and Local — — Current — — Deferred — — Change in valuation allowance 82,925 — Income tax provision expense/(benefit) $ 202,082 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the three months ended March 31, 2024 and 2023, the change in the valuation allowance was $82,925 and $0 A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows for the three months ended March 31, 2024 and 2023: 2024 2023 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Transaction costs warrants 0.0 % 0.0 % Meals & entertainment 0.0 % 0.0 % Valuation allowance 14.6 % 0.0 % Effective tax rate 35.6 % 21.0 %

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below. Due from Sponsor During April 2024, the Company received reimbursement from the Sponsor of $105,000, bringing the due from Sponsor balance to zero.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 365,332	$ (248)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 included in the Annual Report on Form 10-K filed with the SEC on April 5, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate disclosures contained herein have been omitted.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 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	Use of Estimates The preparation of the 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $109 and $321,463 as of March 31, 2024 and December 31, 2023, respectively, and no cash equivalents as of March 31, 2024 or December 31, 2023.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash and money market funds. Total account value as of March 31, 2024 and December 31, 2023 was $78,237,540 and $77,225,243, respectively.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting and other costs incurred through the date of the Initial Public Offering that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, these offering costs, together with the underwriter discount of $850,500, associated with the common stock and the warrants have been charged to stockholders’ equity since both the public and private warrants qualify for equity classification.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as a component of stockholder’s equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2024 and December 31, 2023, 7,500,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet. The shares of Class B common stock are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). At March 31, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended 2024 2023 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 271,959 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 7,500,000 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — Non-redeemable common stock Numerator: Net income (loss) $ 365,332 $ (248 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 271,959 $ — Net income (loss) attributable to non-redeemable common stock $ 93,373 $ (248 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,575,000 2,500,000 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ (0.00 )
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of March 31, 2024 and December 31, 2023, the Trust Account had a fair value of $78,237,540 and $77,225,243, respectively.
Warrants	Warrants The Company is required to account for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB (as defined below) 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, 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 shares 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Based on its assessment, the Company accounts for its warrants as equity-classified.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended 2024 2023 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 271,959 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 7,500,000 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — Non-redeemable common stock Numerator: Net income (loss) $ 365,332 $ (248 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 271,959 $ — Net income (loss) attributable to non-redeemable common stock $ 93,373 $ (248 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,575,000 2,500,000 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ (0.00 )

Income Tax (Tables)

Income Tax (Tables)	3 Months Ended
	Mar. 31, 2024
Income Tax [Abstract]
Schedule of Deferred Tax Assets Liability Net	The Company’s deferred tax liability, net of allowance, consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Deferred tax asset (liability) Net operating loss carryforward $ — $ 15,037 Startup/organization expenses 157,725 74,799 Unrealized gain/loss (28,822 ) (309,780 ) Deferred tax assets (liabilities), net 128,843 (219,944 ) Valuation allowance (157,725 ) (74,799 ) Deferred tax liability, net of allowance $ (28,882 ) $ (294,743 )
Schedule of Provision (Benefit) for Income Taxes	The Company’s provision (benefit) for income taxes is as follows for the three months ended March 31, 2024 and 2023: 2024 2023 Federal Current expense/(benefit) $ 467,943 $ — Deferred expense/(benefit) (348,786 ) — State and Local — — Current — — Deferred — — Change in valuation allowance 82,925 — Income tax provision expense/(benefit) $ 202,082 $ —
Schedule of Reconciliation of the Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows for the three months ended March 31, 2024 and 2023: 2024 2023 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Transaction costs warrants 0.0 % 0.0 % Meals & entertainment 0.0 % 0.0 % Valuation allowance 14.6 % 0.0 % Effective tax rate 35.6 % 21.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			3 Months Ended
	Aug. 22, 2023	Aug. 17, 2023	Mar. 31, 2024
Description of Organization and Business Operations [Line Items]
Incurred offering costs			$ 4,281,901
Deferred underwriting commissions			$ 2,625,000
Aggregate public shares percentage			15%
Public shares redemptions percentage			100%
Dissolution expenses			$ 100,000
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Date of incorporation			Jun. 14, 2022
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Fair market value percentage			80%
Outstanding voting securities percentage			50%
Business combination per share			$ 10.1
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Gross proceeds	$ 75,750,000
Sale of stock units			2,865,500
Sale of stock price per share			$ 1
Gross proceeds private placement			$ 2,865,500
IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued	7,500,000
Shares issued price per share	$ 10		$ 10
Gross proceeds	$ 75,000,000
Incurred offering costs	4,281,901
Deferred underwriting commissions	$ 2,625,000
IPO [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Shares issued price per share	$ 10.1
IPO [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued	7,500,000		75,000
Shares issued price per share	$ 10
Gross proceeds	$ 75,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued		1,125,000	1,125,000
Over-Allotment Option [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Number of shares issued			11,250
Public Share [Member]
Description of Organization and Business Operations [Line Items]
Shares issued price per share			$ 10.1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			3 Months Ended
	Oct. 01, 2023	Aug. 17, 2023	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash			$ 109	$ 321,463
Marketable securities held in trust account			78,237,540	77,225,243
Federal depository insurance coverage amount			250,000
Aggregate shares (in Shares)		375,000
Money Market Funds [Member]
Summary of Significant Accounting Policies [Line Items]
Marketable securities held in trust account			$ 78,237,540	$ 77,225,243
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of Class A common stock at redemption value (in Shares)			7,500,000	7,500,000
Class B Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Aggregate shares (in Shares)	375,000		375,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies [Line Items]
Underwriter discount			$ 850,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income attributable to Class A common stock subject to possible redemption		$ (271,959)
Numerator:
Net income (loss)		365,332	(248)
Less: Net income (loss) attributable to Class A common stock subject to possible redemption		271,959
Net income (loss) attributable to non-redeemable common stock		93,373	(248)
Class A Common Stock [Member]
Numerator:
Net income attributable to Class A common stock subject to possible redemption		271,959
Numerator:
Less: Net income (loss) attributable to Class A common stock subject to possible redemption		$ (271,959)
Common Stock Subject to Possible Redemption [Member]
Denominator: Weighted average Class A common stock subject to possible redemption
Basic weighted average shares outstanding (in Shares)		7,500,000
Redeemable Common Stock [Member]
Denominator: Weighted average Class A common stock subject to possible redemption
Basic net income (loss) per share (in Dollars per share)		$ 0.04
Non-redeemable Common Stock [Member]
Denominator: Weighted average Class A common stock subject to possible redemption
Basic weighted average shares outstanding (in Shares)	[1],[2]	2,575,000	2,500,000
Basic net income (loss) per share (in Dollars per share)		$ 0.04	$ 0
[1] Excludes 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share (Parentheticals) - $ / shares		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Common Stock Subject to Possible Redemption [Member]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share [Line Items]
Diluted weighted average shares outstanding		7,500,000
Redeemable Common Stock [Member]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share [Line Items]
Diluted net income (loss) per share		$ 0.04
Non-redeemable Common Stock [Member]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share [Line Items]
Diluted weighted average shares outstanding	[1],[2]	2,575,000	2,500,000
Diluted net income (loss) per share		$ 0.04	$ 0
[1] Excludes 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On October 1, 2023, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			3 Months Ended
	Aug. 22, 2023	Aug. 17, 2023	Mar. 31, 2024
Initial Public Offering [Line Items]
Number of shares issued per unit			1
Purchase of each warrants			1
Exercise price (in Dollars per share)			$ 11.5
Incurred offering costs (in Dollars)			$ 4,281,901
Deferred underwriting commission (in Dollars)			$ 2,625,000
Redeemable Warrant [Member]
Initial Public Offering [Line Items]
Number of warrants issued Per Unit (in Dollars per share)			$ 1
Public Warrants [Member]
Initial Public Offering [Line Items]
Number of warrants issued Per Unit (in Dollars per share)			$ 1
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Number of shares issued per unit			1
IPO [Member]
Initial Public Offering [Line Items]
Number of shares issued	7,500,000
Purchase price per share (in Dollars per share)	$ 10		$ 10
Generating gross proceeds (in Dollars)	$ 75,000,000
Incurred offering costs (in Dollars)	4,281,901
Deferred underwriting commission (in Dollars)	$ 2,625,000
IPO [Member] | Class A Common Stock [Member]
Initial Public Offering [Line Items]
Number of shares issued	7,500,000		75,000
Purchase price per share (in Dollars per share)	$ 10
Generating gross proceeds (in Dollars)	$ 75,000,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of shares issued		1,125,000	1,125,000
Over-Allotment Option [Member] | Class A Common Stock [Member]
Initial Public Offering [Line Items]
Number of shares issued			11,250

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Purchase of warrants	10,365,500
Exerciable of each warrants	1
Number of shares per warrant (in Dollars per share) | $ / shares	$ 11.5
Private Placement Warrant [Member]
Private Placement [Line Items]
Sale of stock units	2,865,500
Sale of stock price per shares (in Dollars per share) | $ / shares	$ 1
Gross proceeds of private placement (in Dollars) | $	$ 2,865,500
Class A Common Stock [Member] | Private Placement Warrant [Member]
Private Placement [Line Items]
Exerciable of each warrants	1
Number of shares per warrant (in Dollars per share) | $ / shares	$ 11.5
Over-Allotment Option [Member]
Private Placement [Line Items]
Purchase of warrants	240,075

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		7 Months Ended	12 Months Ended
	Oct. 01, 2023	Aug. 17, 2023	Aug. 16, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Feb. 08, 2023	Jan. 01, 2023
Related Party Transaction [Line Items]
Aggregate amount (in Shares)		375,000
Related party fees				$ 30,000
Warrants at a price (in Dollars per share)				$ 11.5
Due from Sponsor				$ 105,000
Related Party [Member]
Related Party Transaction [Line Items]
Administrative services agreement				73,226			43,226
Outstanding balance				102,610			102,610
Advances from related party				29,001			29,001
Due from Sponsor				105,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Aggregate shares (in Shares)		191,667
Share dividend percentage								42.22%
Share issued (in Shares)								3,066,667
Share outstanding (in Shares)								3,066,667
Aggregate amount (in Shares)	375,000
Issued and outstanding shares percentage		25%
Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate shares (in Shares)		2,875,000
Unsecured debt						$ 29,001
Business and Administrative Support Services [Member]
Related Party Transaction [Line Items]
Business and administrative support services				10,000
Promissory Note — Related Party [Member]
Related Party Transaction [Line Items]
Borrowed							67,610
Outstanding balance				102,610			102,610
Outstanding balance				197,390
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Working capital loans				$ 1,500,000
Warrants at a price (in Dollars per share)				$ 1
Promissory Note — Related Party [Member]
Related Party Transaction [Line Items]
Aggregate amount			$ 300,000
Warrant Price (in Dollars per share)			$ 1
Vendor Invoices [Member] | Promissory Note — Related Party [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate amount							$ 35,000
Class B Common Stock [Member]
Related Party Transaction [Line Items]
Share issued (in Shares)				2,500,000			2,500,000		2,875,000
Share outstanding (in Shares)				2,500,000			2,500,000		2,875,000
Aggregate amount (in Shares)	375,000			375,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Aggregate shares (in Shares)			2,156,250
Aggregate purchase price in cash			$ 25,000
Price per share (in Dollars per share)			$ 0.01
Class A common stock [Member]
Related Party Transaction [Line Items]
Share issued (in Shares)				75,000			75,000
Share outstanding (in Shares)				75,000			75,000
Class A common stock [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Price per share (in Dollars per share)				$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)				3 Months Ended
	Oct. 01, 2023	Aug. 22, 2023	Aug. 17, 2023	Mar. 31, 2024
Commitment and Contingencies [Line Items]
Underwriters option period from the date of initial public offering.				45 days
Cash underwriting discount per share				$ 0.1134
Cash underwriting discount				$ 850,500
Deferred underwriting discount				$ 0.35
Underwriters deferred fee				$ 2,625,000
Additional underwriting discount				$ 69,050
Over-Allotment Option [Member]
Commitment and Contingencies [Line Items]
Additional shares issued			1,125,000	1,125,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Commitment and Contingencies [Line Items]
Additional shares issued	1,125,000
Over-Allotment Option [Member] | Class A Common Stock [Member]
Commitment and Contingencies [Line Items]
Additional shares issued				11,250
IPO [Member]
Commitment and Contingencies [Line Items]
Additional shares issued		7,500,000
IPO [Member] | Class A Common Stock [Member]
Commitment and Contingencies [Line Items]
Additional shares issued		7,500,000		75,000

Stockholder_s Equity (Details)

Stockholder’s Equity (Details) - $ / shares				3 Months Ended
	Oct. 01, 2023	Aug. 17, 2023	Jan. 01, 2023	Mar. 31, 2024	Dec. 31, 2023
Stockholder’s Equity [Line Item]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred stock issued
Preferred stock outstanding
Aggregate shares of forfeiture		375,000
Number of shares of common stock outstanding upon after completion of initial public offering				25%
Public Warrants expire term				5 years
Redemption of public warrants (in Dollars per share)				$ 18
Price per warrant (in Dollars per share)				$ 11.5
Prior written notice of redemption				30 days
Redemption period				30 days
Issue price effective per share (in Dollars per share)				$ 9.2
Total equity proceeds percentage				60%
Market value percentage				180%
Redemption trigger price per share (in Dollars per share)				$ 18
Issued warrants				10,365,500
Warrant [Member]
Stockholder’s Equity [Line Item]
Price per warrant (in Dollars per share)				$ 0.01
Warrant [Member]
Stockholder’s Equity [Line Item]
Price per warrant (in Dollars per share)				$ 9.2
Market value percentage				115%
Public Warrants [Member]
Stockholder’s Equity [Line Item]
Issued warrants				7,500,000
Private Placement Warrants [Member]
Stockholder’s Equity [Line Item]
Issued warrants				2,865,500
Class A Common Stock [Member]
Stockholder’s Equity [Line Item]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common Stock, Voting Rights				one
Common stock, shares issued				75,000	75,000
Common stock, shares outstanding				75,000	75,000
Redeemable shares				7,500,000	7,500,000
Price per share (in Dollars per share)				$ 18
Class B Common Stock [Member]
Stockholder’s Equity [Line Item]
Common stock, shares authorized				10,000,000	10,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common Stock, Voting Rights				one
Common stock, shares issued			2,875,000	2,500,000	2,500,000
Common stock, shares outstanding			2,875,000	2,500,000	2,500,000
Aggregate shares of forfeiture	375,000			375,000
Over-Allotment Option [Member]
Stockholder’s Equity [Line Item]
Issued warrants				240,075
Over-Allotment Option [Member] | Class B Common Stock [Member]
Stockholder’s Equity [Line Item]
Aggregate shares of forfeiture			375,000

Income Tax (Details)

Income Tax (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax [Abstract]
Change in valuation allowance	$ (82,925)

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Deferred Tax Assets Liability Net - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Deferred tax asset (liability)
Net operating loss carryforward		$ 15,037
Startup/organization expenses	157,725	74,799
Unrealized gain/loss	(28,822)	(309,780)
Deferred tax assets (liabilities), net	128,843	(219,944)
Valuation allowance	(157,725)	(74,799)
Deferred tax liability, net of allowance	$ (28,882)	$ (294,743)

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Provision (Benefit) for Income Taxes - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Federal
Current expense/(benefit)	$ 467,943
Deferred expense/(benefit)	(348,786)
State and Local
Current
Deferred
Change in valuation allowance	82,925
Income tax provision expense/(benefit)	$ 202,082

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Reconciliation of the Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Transaction costs warrants	0%	0%
Meals & entertainment	0%	0%
Valuation allowance	14.60%	0%
Effective tax rate	35.60%	21%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Apr. 30, 2024 USD ($)
Subsequent Event [Line Items]
Sponsor balance	$ 0
Related Party [Member]
Subsequent Event [Line Items]
Other receivable net current	$ 105,000