Quetta Acquisition (QETAR) 10-Q 2 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 02, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
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 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 Common Stock, Shares Outstanding		8,947,045
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 SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 334,332	$ 610,185
Prepaid expenses and other assets	112,308	108,212
Total Current Assets	446,640	718,397
Investments held in Trust Account	72,356,146	70,506,524
Total Assets	72,802,786	71,224,921
Current Liabilities
Related party payable - administrative fee	10,000	28,710
Accounts payable and accrued expenses	56,904	18,254
Franchise tax payable	32,500	14,378
Income tax payable	554,331	170,649
Total Current Liabilities	653,735	231,991
Deferred underwriting fee payable	2,415,000	2,415,000
Total Liabilities	3,068,735	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 $10.40 and $10.19 as of June 30, 2024 and December 31, 2023, respectively	71,753,787	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	204
Additional paid-in capital
Accumulated deficit	(2,019,940)	(1,743,798)
Total Stockholders’ Deficit	(2,019,736)	(1,743,594)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 72,802,786	$ 71,224,921

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, Par value	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorize	20,000,000	20,000,000
Common stock subject to possible redemption, shares issued	6,900,000	6,900,000
Common stock subject to possible redemption, shares outstanding	6,900,000	6,900,000
Common stock subject to possible redemption, price per share	$ 10.40	$ 10.19
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,047,045	2,047,045
Common stock, shares outstanding	2,047,045	2,047,045

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	2 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024
Income Statement [Abstract]
Formation and operational costs		$ 150,225	$ 227,254
Related party administrative fees		30,000	60,000
Franchise tax expense		17,477	33,677
Loss from operations		(197,702)	(320,931)
Other income:
Interest income	737	4,829	11,112
Interest earned on marketable securities held in Trust Account		929,916	1,849,622
Income before income taxes	737	737,043	1,539,803
Provision for income taxes		(192,626)	(383,682)
Net income	$ 737	$ 544,417	$ 1,156,121
Basic and diluted weighted average shares outstanding, common shares subject to possible redemption		6,900,000	6,900,000
Basic and diluted net income per share, redeemable common stock		$ 0.06	$ 0.13
Basic and diluted weighted average shares outstanding, non-redeemable common stock	1,500,000	2,047,045	2,047,045
Basic and diluted net income per share, non-redeemable common stock	$ 0	$ 0.06	$ 0.06

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - 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	[1]	$ 172	24,828		25,000
Net income				737	737
Founder shares issued to initial stockholders, shares		1,725,000
Balance–June 30, 2023 at Jun. 30, 2023		$ 172	24,828	737	25,737
Ending balance, shares at Jun. 30, 2023		1,725,000
Balance–May 1, 2023 (Inception) at Dec. 31, 2023		$ 204		(1,743,798)	(1,743,594)
Beginning balance, shares at Dec. 31, 2023		2,047,045
Remeasurement of common stock subject to possible redemption				(711,273)	(711,273)
Net income				611,704	611,704
Balance–June 30, 2023 at Mar. 31, 2024		$ 204		(1,843,367)	(1,843,163)
Ending balance, shares at Mar. 31, 2024		2,047,045
Remeasurement of common stock subject to possible redemption				(720,990)	(720,990)
Net income				544,417	544,417
Balance–June 30, 2023 at Jun. 30, 2024		$ 204		$ (2,019,940)	$ (2,019,736)
Ending balance, shares at Jun. 30, 2024		2,047,045
[1]Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

STATEMENT OF CASH FLOWS (Unaudi

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	2 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024
Cash Flows from Operating Activities:
Net income	$ 737	$ 1,156,121
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,849,622)
Changes in operating assets and liabilities:
Prepaid expenses		(4,096)
Accounts payable and accrued expenses		38,650
Income tax payable		383,682
Franchise tax payable		18,122
Related party payable - administrative fee		(18,710)
Net cash (used in) provided by operating activities	737	(275,853)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor	25,000
Payment of deferred offering costs	(32,588)
Proceeds from promissory note- related party	300,000
Net cash provided by financing activities	292,412
Net Changes in Cash	293,149	(275,853)
Cash - Beginning of period		610,185
Cash - End of period	293,149	334,332
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of common stock subject to possible redemption		1,432,263
Deferred offering costs paid by related party prior to inception of the Company	$ 85,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Quetta Acquisition Corporation (the “Company”) is a 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 June 30, 2024, the Company had not commenced any operations. All activities through June 30, 2024 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 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 seeks stockholder approval, 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 legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 legal 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. 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. Pursuant to Article Sixth D of the Amended and Restated Certificate of Incorporation, the Company is entitled to an automatic six-month extension of the then-current deadline to complete a business combination after the execution of a letter of intent (“LOI”) or definitive agreement to complete a business combination. On May 30, 2024, the Company entered into a non-binding LOI with a business combination target (the “Target”), regarding a potential business combination involving the Target and its subsidiaries (the “Proposed Transaction”). The Target is a clinical-stage therapeutics company. The LOI is non-binding and no agreement providing for any Proposed Transaction or any other transaction or the participation by either party therein will be deemed to exist unless and until definitive agreements have been executed. As a result of the execution of the LOI, the deadline by which the Company must complete its initial business combination has been extended to January 11, 2025. Going Concern Consideration At June 30, 2024, the Company had $ 334,332 207,095 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 an 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. 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	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance 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 Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2024. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), 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 $ 334,332 610,185 none Investment Held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had $ 72,356,146 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. 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 The provision for income taxes was $ 192,626 383,682 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 June 30, 2024, 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 For the Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 419,857 $ 891,606 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 6,900,000 Basic and diluted net income per share, redeemable common stock $ 0.06 $ 0.13 Non-redeemable common stock Numerator: Net income $ 544,417 $ 1,156,121 Less: Net income attributable to common stock subject to possible redemption $ 419,857 $ 891,606 Net income attributable to non-redeemable common stock $ 124,560 $ 264,515 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,047,045 2,047,045 Basic and diluted net income per share, non-redeemable common stock $ 0.06 $ 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 June 30, 2024 and December 31, 2023, 6,900,000 Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its 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	6 Months Ended
	Jun. 30, 2024
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	6 Months Ended
	Jun. 30, 2024
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	6 Months Ended
	Jun. 30, 2024
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. 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 78,710 10,000 28,710 Other Mr. Michael Lazar, who served as an independent director, 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 2,500 1,350

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies 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	6 Months Ended
	Jun. 30, 2024
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	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of fair value hierarchy of the valuation inputs June 30, Quoted Significant Significant Assets Investments held in Trust Account $ 72,356,146 $ 72,356,146 - - December 31, Quoted Significant Significant Assets Investments held in Trust Account $ 70,506,524 $ 70,506,524 - -

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to 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)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance 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 Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2024. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), 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 $ 334,332 610,185 none
Investment Held in Trust Account	Investment Held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had $ 72,356,146 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.
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 The provision for income taxes was $ 192,626 383,682
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 June 30, 2024, 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 For the Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 419,857 $ 891,606 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 6,900,000 Basic and diluted net income per share, redeemable common stock $ 0.06 $ 0.13 Non-redeemable common stock Numerator: Net income $ 544,417 $ 1,156,121 Less: Net income attributable to common stock subject to possible redemption $ 419,857 $ 891,606 Net income attributable to non-redeemable common stock $ 124,560 $ 264,515 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,047,045 2,047,045 Basic and diluted net income per share, non-redeemable common stock $ 0.06 $ 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 June 30, 2024 and December 31, 2023, 6,900,000
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its 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)	6 Months Ended
	Jun. 30, 2024
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 For the Redeemable common stock subject to possible redemption Numerator: Net income attributable to redeemable common stock subject to possible redemption $ 419,857 $ 891,606 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 6,900,000 Basic and diluted net income per share, redeemable common stock $ 0.06 $ 0.13 Non-redeemable common stock Numerator: Net income $ 544,417 $ 1,156,121 Less: Net income attributable to common stock subject to possible redemption $ 419,857 $ 891,606 Net income attributable to non-redeemable common stock $ 124,560 $ 264,515 Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,047,045 2,047,045 Basic and diluted net income per share, non-redeemable common stock $ 0.06 $ 0.13

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation inputs	Schedule of fair value hierarchy of the valuation inputs June 30, Quoted Significant Significant Assets Investments held in Trust Account $ 72,356,146 $ 72,356,146 - - December 31, Quoted Significant Significant Assets Investments held in Trust Account $ 70,506,524 $ 70,506,524 - -

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)		6 Months Ended
	Oct. 11, 2023	Jun. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 69,000,000
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%
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		$ 334,332
Working capital deficit		207,095
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
Proceeds from issuance initial public offering	$ 69,000,000
Sale of units per share	$ 10	$ 10
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) - USD ($)	2 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024
Accounting Policies [Abstract]
Net income attributable to redeemable common stock subject to possible redemption		$ 419,857	$ 891,606
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		6,900,000	6,900,000
Basic and diluted net income per share, redeemable common stock		$ 0.06	$ 0.13
Net income	$ 737	$ 544,417	$ 1,156,121
Less: Net income attributable to common stock subject to possible redemption		419,857	891,606
Net income attributable to non-redeemable common stock		$ 124,560	$ 264,515
Basic and diluted weighted average shares outstanding, non-redeemable common stock		2,047,045	2,047,045
Basic and diluted net income per share, non-redeemable common stock		$ 0.06	$ 0.13

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash		$ 334,332	$ 334,332	$ 610,185
Cash equivalents		0	0	0
Investments held in Trust Account		72,356,146	72,356,146	70,506,524
Accrued for interest and penalties		0	0	$ 0
Provision for income taxes		$ 192,626	383,682
Federal depository insurance coverage			$ 250,000
Common stock subject to possible redemption, shares issued		6,900,000	6,900,000	6,900,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Oct. 11, 2023	Jun. 30, 2024
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
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]	Oct. 11, 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	6 Months Ended	12 Months Ended
	Oct. 11, 2023	May 17, 2023	Jun. 30, 2024	Dec. 31, 2023	Jun. 04, 2024
Related Party Transaction [Line Items]
Number of shares forfeiture			$ 225,000
Founder shares issued			1,725,000	1,725,000
Promissory note related party			$ 300,000
Related party due			$ 0	$ 0
Conversion of shares, per share			$ 10
Working capital loans			$ 0	0
Payments for fee			10,000
Repaid of sponsor					$ 78,710
Due to empire			2,500	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			$ 10,000	$ 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 Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		6 Months Ended
	Oct. 11, 2023	Jun. 30, 2024	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	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) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	2,047,045	2,047,045
Common stock, shares outstanding	2,047,045	2,047,045

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 72,356,146	$ 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	72,356,146	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