Cover
Cover - USD ($) | 8 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41832 | ||
Entity Registrant Name | QUETTA ACQUISITION CORPORATION | ||
Entity Central Index Key | 0001978528 | ||
Entity Tax Identification Number | 93-1358026 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1185 Avenue of the Americas | ||
Entity Address, Address Line Two | Suite 301 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | (212) | ||
Local Phone Number | 612-1400 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 8,947,045 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 206 | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | QETA | ||
Security Exchange Name | NASDAQ | ||
Rights [Member] | |||
Title of 12(b) Security | Rights | ||
Trading Symbol | QETAR | ||
Security Exchange Name | NASDAQ | ||
Units | |||
Title of 12(b) Security | Units | ||
Trading Symbol | QETAU | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2023 USD ($) |
Current Assets | |
Cash | $ 610,185 |
Prepaid expenses and other assets | 108,212 |
Total Current Assets | 718,397 |
Investments held in Trust Account | 70,506,524 |
Total Assets | 71,224,921 |
Current Liabilities | |
Due to related party - administrative fee | 28,710 |
Accounts payable and accrued expenses | 18,254 |
Franchise tax payable | 14,378 |
Income tax payable | 170,649 |
Total Current Liabilities | 231,991 |
Deferred underwriting fee payable | 2,415,000 |
Total Liabilities | 2,646,991 |
Common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at redemption value of $10.19 | 70,321,524 |
Stockholders’ Deficit | |
Common stock, $0.0001 par value; 20,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) | 204 |
Additional paid-in capital | |
Accumulated deficit | (1,743,798) |
Total Stockholders’ Deficit | (1,743,594) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 71,224,921 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
Common stock subject to possible redemption, Par value | $ / shares | $ 0.0001 |
Common stock subject to possible redemption, shares authorize | 20,000,000 |
Common stock subject to possible redemption, shares issued | 6,900,000 |
Common stock subject to possible redemption, shares outstanding | 6,900,000 |
Common stock subject to possible redemption, price per share | $ / shares | $ 10.19 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 2,047,045 |
Common stock, shares outstanding | 2,047,045 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 8 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Income Statement [Abstract] | |
Formation and operational costs | $ 78,045 |
Related party administrative fees | 28,710 |
Franchise tax expense | 14,378 |
Loss from operations | (121,133) |
Other income: | |
Interest income | 10,467 |
Interest earned on marketable securities held in Trust Account | 816,524 |
Income (loss) before income taxes | 826,991 |
Provision for income taxes | (170,649) |
Net income | $ 535,209 |
Basic and diluted weighted average shares outstanding, common shares subject to possible redemption | shares | 2,290,574 |
Basic and diluted net income per share, redeemable common stock | $ / shares | $ 0.13 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | shares | 1,831,908 |
Basic and diluted net income per share, non-redeemable common stock | $ / shares | $ 0.13 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 8 months ended Dec. 31, 2023 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance–May 1, 2023 (Inception) at Apr. 30, 2023 | ||||
Beginning balance, shares at Apr. 30, 2023 | ||||
Founder shares issued to initial stockholders | $ 172 | 24,828 | 25,000 | |
Founder shares issued to initial stockholders(1), shares | 1,725,000 | |||
Proceeds from sale of IPO Units | $ 690 | 68,999,310 | 69,000,000 | |
Proceeds from sale of IPO Units, shares | 6,900,000 | |||
Proceeds from sale of Private Placement Units | $ 25 | 2,530,425 | 2,530,450 | |
Proceeds from sale of Private Placement Units, shares | 253,045 | |||
Issuance of representative shares | $ 7 | (7) | ||
Issuance of representative shares, shares | 69,000 | |||
Common stock subject to possible redemption | $ (690) | (69,689,310) | (69,690,000) | |
Common stock subject to possible redemption, shares | (6,900,000) | |||
Underwriter commissions | (2,415,000) | (2,415,000) | ||
Offering costs | (1,097,729) | (1,097,729) | ||
Accretion of additional paid in capital to accumulated deficit | 1,647,476 | (1,647,476) | ||
Remeasurement of common stock subject to possible redemption | (631,524) | (631,524) | ||
Net income | 535,209 | 535,209 | ||
Balance–December 31, 2023 at Dec. 31, 2023 | $ 204 | $ (1,743,798) | $ (1,743,594) | |
Ending balance, shares at Dec. 31, 2023 | 2,047,045 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 535,209 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (816,524) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (108,212) |
Accrued expenses | 18,254 |
Income tax payable | 170,649 |
Franchise tax payable | 14,378 |
Related party payable - administrative fee | 28,710 |
Net cash used in operating activities | (157,536) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (69,690,000) |
Net cash used in investing activities | (69,690,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor | 25,000 |
Proceeds from sale of public units | 69,000,000 |
Proceeds from sale of Private Placements units | 2,530,450 |
Proceeds from promissory note - related party | 300,000 |
Proceeds from due to related party | 85,000 |
Repayment of due to related party | (85,000) |
Repayment of promissory note - related party | (300,000) |
Payment of offering costs | (1,097,729) |
Net cash provided by financing activities | 70,457,721 |
Net Changes in Cash | 610,185 |
Cash - Beginning of period | |
Cash - End of period | 610,185 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial classification of common stock subject to possible redemption | 69,690,000 |
Accretion of additional paid in capital to accumulated deficit | 1,647,476 |
Change in value of Class A common stock subject to possible redemption | 631,524 |
Deferred underwriting fee payable | $ 2,415,000 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Quetta Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Corporation on May 1, 2023. 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 or entities (“Business Combination”). The Company intends to focus on target businesses in Asia (excluding China, Hong Kong, and Macau) that operate in the financial technology sector. As of December 31, 2023, the Company had not commenced any operations. All activities through December 31, 2023 are related to the Company’s formation and the initial public offering (“IPO” as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Yocto Investments LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO became effective on October 5, 2023. On October 11, 2023, the Company consummated the IPO of 6,900,000 900,000 10.00 69,000,000 253,045 10.00 2,530,450 Transaction costs amounted to $ 4,202,729 690,000 690,000 2,415,000 1,097,729 Upon the closing of the IPO and the private placement on October 11, 2023, a total of $ 69,690,000 Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 50 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, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the 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 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 The Company will have nine months (or 15 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 months to complete a business combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 690,000 1,380,000 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 (which interest shall be net of taxes payable, and less certain amount 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), subject to applicable law, 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. The Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the IPO, 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 in 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 $ 10.10 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 vendor 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 $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO 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. Going Concern Consideration At December 31, 2023, the Company had $ 610,185 486,406 25,000 300,000 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 voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The audited financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 1, 2023 (inception) through May 31, 2023 included in a registration statement on Form S-1, as amended, declared effective by the SEC on October 5, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2023. 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates In preparing the financial statement in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 610,185 Investment Held in Trust Account As of December 31, 2023, the Company had $ 70,506,524 Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. Deferred Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $ 4,202,729 3,105,000 690,000 1,097,729 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States and the State of Delaware as its only “major” tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share Net income (loss) per common 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 by the Initial Stockholders. At 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 share is the same as basic income (loss) per share for the period presented. The following table reflects the calculation of basic and diluted net income per common share: Schedule of of basic and diluted net income (loss) per common share For the December 31, 2023 Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 297,378 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 2,290,574 Basic and diluted net income per share, redeemable common stock $ 0.13 Non-redeemable common stock Numerator: Net income $ 535,209 Less: Net income attributable to Class A common stock subject to possible redemption $ 297,378 Net income attributable to non-redeemable common stock $ 237,831 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,831,908 Basic and diluted net income per share, non-redeemable common stock $ 0.13 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 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Accordingly, as of December 31, 2023, 6,900,000 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of the Company’s date of inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On October 11, 2023, the Company sold 6,900,000 10.00 900,000 69,000,000 |
Private Placement
Private Placement | 8 Months Ended |
Dec. 31, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, The Sponsor purchased an aggregate of 253,045 10.00 2,530,450 |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On May 17, 2023, the Company issued 1,725,000 25,000 0.0145 225,000 1,725,000 The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Related Party Prior to the inception of the Company, the Sponsor formed a blank check company (which was dissolved in April 2023) and paid professional fees totaling $ 85,000 85,000 85,000 28,710 Promissory Note — Related Party On May 21, 2023, the Sponsor loaned the Company $ 300,000 300,000 no Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $ 10.00 no Administrative Support Agreement The Company entered into an agreement, commencing on the October 5, 2023 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 28,710 Other Mr. Michael Lazar, who serves as an independent director of the board beginning October 5, 2023, also is the Chief Executive Officer of Empire Filings, LLC (“Empire”), which is engaged by the Company to provide print and filing services. The Company paid a total of $ 40,000 1,000 1,350 |
Commitments and Contingency
Commitments and Contingency | 8 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 — Commitments and Contingency Registration Rights The holders of the Founder Shares issued and outstanding on October 5, 2023, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted EF Hutton, the representative of the underwriters, a 45 900,000 900,000 9,000,000 The underwriters were paid a cash underwriting discount of 2.0 1,380,000 3.5 2,415,000 690,000 Additionally, the Company issued the underwriters 69,000 69,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 8 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Common Stock 20,000,000 0.0001 2,047,045 Rights 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of fair value hierarchy of the valuation inputs December 31, Quoted Significant Significant Assets Investments held in Trust Account $ 70,506,524 $ 70,506,524 - - |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company’s net deferred tax assets are as follows: Schedule of net deferred tax assets For the December 31, 2023 Deferred tax asset Net operating loss carryforward $ - Startup/Organization Expenses 34,389 Total deferred tax asset 34,389 Valuation allowance (34,389 ) Deferred tax asset, net of allowance $ - The income tax provision consists of the following: Schedule of income tax provision For the December 31, 2023 Federal Current $ 170,649 Deferred (34,389 ) State Current $ - Deferred - Change in valuation allowance 34,389 Income tax provision $ 170,649 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): Schedule of effective income tax rate For the December 31, 2023 Income at U.S. statutory rate 21.00 % State taxes, net of federal benefit 0.00 % Valuation allowance 5.30 % 26.30 % As of December 31, 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The change in the valuation allowance was $ 34,389 The provision for U.S. federal income tax was $ 170,649 |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review, management did not identify any material subsequent events that require disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The audited financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 1, 2023 (inception) through May 31, 2023 included in a registration statement on Form S-1, as amended, declared effective by the SEC on October 5, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2023. |
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 that is neither an emerging growth company nor an emerging growth company that 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 In preparing the financial statement in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 610,185 |
Investment Held in Trust Account | Investment Held in Trust Account As of December 31, 2023, the Company had $ 70,506,524 Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $ 4,202,729 3,105,000 690,000 1,097,729 |
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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States and the State of Delaware as its only “major” tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common 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 by the Initial Stockholders. At 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 share is the same as basic income (loss) per share for the period presented. The following table reflects the calculation of basic and diluted net income per common share: Schedule of of basic and diluted net income (loss) per common share For the December 31, 2023 Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 297,378 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 2,290,574 Basic and diluted net income per share, redeemable common stock $ 0.13 Non-redeemable common stock Numerator: Net income $ 535,209 Less: Net income attributable to Class A common stock subject to possible redemption $ 297,378 Net income attributable to non-redeemable common stock $ 237,831 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,831,908 Basic and diluted net income per share, non-redeemable common stock $ 0.13 |
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 |
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 ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Accordingly, as of December 31, 2023, 6,900,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of the Company’s date of inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 8 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of of basic and diluted net income (loss) per common share | Schedule of of basic and diluted net income (loss) per common share For the December 31, 2023 Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 297,378 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 2,290,574 Basic and diluted net income per share, redeemable common stock $ 0.13 Non-redeemable common stock Numerator: Net income $ 535,209 Less: Net income attributable to Class A common stock subject to possible redemption $ 297,378 Net income attributable to non-redeemable common stock $ 237,831 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,831,908 Basic and diluted net income per share, non-redeemable common stock $ 0.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Schedule of fair value hierarchy of the valuation inputs December 31, Quoted Significant Significant Assets Investments held in Trust Account $ 70,506,524 $ 70,506,524 - - |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | Schedule of net deferred tax assets For the December 31, 2023 Deferred tax asset Net operating loss carryforward $ - Startup/Organization Expenses 34,389 Total deferred tax asset 34,389 Valuation allowance (34,389 ) Deferred tax asset, net of allowance $ - |
Schedule of income tax provision | Schedule of income tax provision For the December 31, 2023 Federal Current $ 170,649 Deferred (34,389 ) State Current $ - Deferred - Change in valuation allowance 34,389 Income tax provision $ 170,649 |
Schedule of effective income tax rate | Schedule of effective income tax rate For the December 31, 2023 Income at U.S. statutory rate 21.00 % State taxes, net of federal benefit 0.00 % Valuation allowance 5.30 % 26.30 % |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 8 Months Ended | |
Oct. 11, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 69,000,000 | |
Proceeds from issuance of private placement | $ 2,530,450 | |
Deferred offering costs | 4,202,729 | |
Underwriting fees | 690,000 | |
Reimbursement of expenses | 690,000 | |
Deferred underwriting fees | 2,415,000 | |
Other offering costs | 1,097,729 | |
Investment of cash into Trust Account | $ 69,690,000 | |
Aggregate fair market value | 80% | |
Net tangible assets | $ 5,000,001 | |
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100% | |
Deposit | $ 690,000 | |
Aggregate amount | $ 1,380,000 | |
Assets value, per value | $ 10.10 | |
Cash | $ 610,185 | |
Working capital deficit | 486,406 | |
Payment from sponsor | 25,000 | |
Unsecured promissory note | $ 300,000 | |
Other Investee [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Equity method investment ownership percentage | 50% | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 6,900,000 | 6,900,000 |
Sale of units per share | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ 69,000,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 900,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 253,045 | |
Sale of units per share | $ 10 | |
Proceeds from issuance of private placement | $ 2,530,450 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 8 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Accounting Policies [Abstract] | |
Net income (loss) attributable to Class A common stock subject to possible redemption | $ 297,378 |
Basic and diluted weighted average shares outstanding, common shares subject to possible redemption | shares | 2,290,574 |
Basic and diluted net income per share, redeemable common stock | $ / shares | $ 0.13 |
Net income | $ 535,209 |
Net income attributable to Class A common stock subject to possible redemption | 297,378 |
Net income attributable to non-redeemable common stock | $ 237,831 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | shares | 1,831,908 |
Basic and diluted net income (loss) per share, non-redeemable common stock | $ / shares | $ 0.13 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) | 8 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Accounting Policies [Abstract] | |
Cash | $ 610,185 |
Investments held in Trust Account | 70,506,524 |
Deferred offering costs | 4,202,729 |
Underwriter fees | 3,105,000 |
Reimbursement of expenses | 690,000 |
Other expenses | 1,097,729 |
Federal depository insurance coverage | $ 250,000 |
Common stock subject to possible redemption, shares issued | shares | 6,900,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 8 Months Ended | |
Oct. 11, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 69,000,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 6,900,000 | 6,900,000 |
Sale of units per share | $ 10 | $ 10 |
Option exercised | 900,000 | |
Gross proceeds | $ 69,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Private Placement [Member] | 8 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 253,045 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering, value | $ | $ 2,530,450 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | |
Oct. 11, 2023 | May 17, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Number of shares forfeiture | $ 225,000 | |||
Founder shares issued | 1,725,000 | |||
Professional fees | $ 85,000 | |||
Transaction costs | $ 85,000 | |||
Repayment of debt | $ 85,000 | |||
Promissory note related party | 300,000 | |||
Related party due | $ 0 | |||
Conversion of shares, per share | $ 10 | |||
Working capital loans | $ 0 | |||
Payments for fee | 10,000 | |||
Payment for other debt | 1,000 | |||
Due to empire | 1,350 | |||
IPO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payment for other debt | 40,000 | |||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of debt | $ 300,000 | |||
Administrative fees | $ 28,710 | |||
Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,725,000 | |||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||
Share Price | $ 0.0145 |
Commitments and Contingency (De
Commitments and Contingency (Details Narrative) - USD ($) | 8 Months Ended | |
Oct. 11, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Over allotment option vesting period | 45 days | |
Gross proceeds | $ 69,000,000 | |
Deferred fee, percentage | 3.50% | |
Reimbursement of expenses | $ 690,000 | |
Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 9,000,000 | |
Reimbursement of expenses | $ 690,000 | |
Shares issued | 69,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 900,000 | |
Share purchased | 900,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 69,000,000 | |
Percentage of underwriting discount | 2% | |
IPO [Member] | Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 2,415,000 | |
IPO [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 1,380,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | Dec. 31, 2023 $ / shares shares |
Equity [Abstract] | |
Common stock, shares authorized | 20,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 2,047,045 |
Common stock, shares outstanding | 2,047,045 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 70,506,524 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 70,506,524 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2023 USD ($) |
Deferred tax asset | |
Net operating loss carryforward | |
Startup/Organization Expenses | 34,389 |
Total deferred tax asset | 34,389 |
Valuation allowance | (34,389) |
Deferred tax asset, net of allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Federal | |
Current | $ 170,649 |
Deferred | (34,389) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 34,389 |
Income tax provision | $ 170,649 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 8 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income at U.S. statutory rate | 21% |
State taxes, net of federal benefit | 0% |
Valuation allowance | 5.30% |
Income tax provision | 26.30% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 34,389 |
Federal income tax | $ 170,649 |