Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Clover Leaf Capital Corp. | ||
Entity Central Index Key | 0001849058 | ||
Entity File Number | 001-40625 | ||
Entity Tax Identification Number | 86-2303279 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 17,037,435 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | c/o Yntegra Capital Investments | ||
Entity Address, Address Line Two | LLC 1450 Brickell Avenue | ||
Entity Address, Address Line Three | Suite 2520 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33131 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (305) | ||
Local Phone Number | 577-0031 | ||
Units, each consisting of one share of Class A Common Stock and one right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial Business Combination | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one right to receive one-eighth (1/8) of one share of Class A Common Stock | ||
Trading Symbol | CLOEU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | CLOE | ||
Security Exchange Name | NASDAQ | ||
Rights, every eight (8) Rights entitling the holder to receive one share of Class A Common Stock upon the consummation of an initial Business Combination | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Rights, every eight (8) Rights entitling the holder to receive one share of Class A Common Stock | ||
Trading Symbol | CLOER | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,320,507 | ||
Class B Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum llp |
Auditor Firm ID | 688 |
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 162,933 | $ 303,449 |
Prepaid expenses | 122,364 | 104,876 |
Total current assets | 285,297 | 408,325 |
Investments held in Trust Account | 14,648,926 | 18,276,649 |
Total Assets | 14,934,223 | 18,684,974 |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | ||
Accrued costs and expenses | 809,542 | 367,408 |
Income taxes payable | 134,428 | 137,633 |
Excise Tax Payable | 42,099 | |
Deferred income tax | 18,790 | |
Promissory note to Related Party | 3,842,015 | 2,767,015 |
Total current liabilities | 4,838,084 | 3,290,846 |
Deferred underwriting commissions | 4,840,931 | 4,840,931 |
Total Liabilities | 9,679,015 | 8,131,777 |
Commitments and Contingencies (see Note 6) | ||
Redeemable Common Stock: | ||
Class A common stock subject to possible redemption, 1,251,156 and 1,627,158 Class A common stock shares at redemption value of $11.85 and $11.24 per share at December 31, 2023 and 2022, respectively | 14,830,241 | 18,283,387 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (9,575,460) | (7,730,617) |
Total Stockholders’ Deficit | (9,575,033) | (7,730,190) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | 14,934,223 | 18,684,974 |
Class A Common Stock | ||
Stockholders’ Deficit: | ||
Common stock value | 427 | 81 |
Class B Common Stock | ||
Stockholders’ Deficit: | ||
Common stock value | 346 | |
Related Party | ||
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | ||
Due to related party | $ 10,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock redemption shares | 1,251,156 | 1,627,158 |
Common stock redemption per share (in Dollars per share) | $ 11.85 | $ 11.24 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,271,711 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 813,905 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1 | 3,457,807 |
Common stock, shares outstanding | 1 | 3,457,807 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 1,586,541 | $ 1,291,228 |
Loss from operations | (1,586,541) | (1,291,228) |
Other income: | ||
Recovery of previously incurred costs | 341,684 | |
Interest earned on investments held in Trust Account | 737,057 | 1,195,135 |
Interest earned on cash held in bank | 116 | 69 |
Total other income | 737,173 | 1,536,888 |
(Loss) Income before provision for income taxes | (849,368) | 245,660 |
Provision for income taxes | (196,591) | (185,423) |
Net (loss) income | $ (1,045,959) | $ 60,237 |
Redeemable Class A Common Stock | ||
Other income: | ||
Basic weighted average non-redeemable Class A and Class B common stock outstanding (in Shares) | 1,457,184 | 12,204,321 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock (in Dollars per share) | $ (0.18) | $ 0 |
Non-redeemable Class A and Class B Common Stock | ||
Other income: | ||
Basic weighted average non-redeemable Class A and Class B common stock outstanding (in Shares) | 4,271,712 | 3,457,807 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock (in Dollars per share) | $ (0.18) | $ 0 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Class A Common Stock | ||
Diluted weighted average outstanding | 1,457,184 | 12,204,321 |
Diluted net (loss) income per share | $ (0.18) | $ 0 |
Non-redeemable Class A and Class B Common Stock | ||
Diluted weighted average outstanding | 4,271,712 | 3,457,807 |
Diluted net (loss) income per share | $ (0.18) | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 81 | $ 346 | $ (4,307,272) | $ (4,306,845) | |
Balance (in Shares) at Dec. 31, 2021 | 813,905 | 3,457,807 | |||
Accretion of Class A ordinary shares to redemption amount | (3,483,582) | (3,483,582) | |||
Net (Income) loss | 60,237 | 60,237 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | (7,730,617) | (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 | |||
Conversion of Class B ordinary shares in Class A ordinary shares | $ 346 | $ (346) | |||
Conversion of Class B ordinary shares in Class A ordinary shares (in Shares) | 3,457,806 | (3,457,806) | |||
Excise tax liability on share redemptions | (42,099) | (42,099) | |||
Accretion of Class A ordinary shares to redemption amount | (756,785) | (756,785) | |||
Net (Income) loss | (1,045,959) | (1,045,959) | |||
Balance at Dec. 31, 2023 | $ 427 | $ (9,575,460) | $ (9,575,033) | ||
Balance (in Shares) at Dec. 31, 2023 | 4,271,711 | 1 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,045,959) | $ 60,237 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest and dividends earned on investment in Trust | (737,173) | (1,195,135) |
Amortization of prepaid expenses | 46,557 | |
Changes in operating assets and liabilities: | ||
Accrued costs and expenses | 442,135 | (75,156) |
Prepaid expenses | (17,488) | 130,175 |
Due to related party | 10,000 | (2,903) |
Income taxes payable | (3,205) | 137,633 |
Deferred income tax | (18,790) | 18,790 |
Net cash used in operating activities | (1,370,480) | (879,802) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (360,000) | (2,767,015) |
Disposal of trust assets for redemptions | 4,209,931 | 125,587,180 |
Withdrawal of trust funds to pay taxes | 514,964 | 502,949 |
Net cash provided by Investing Activities | 4,364,895 | 123,323,114 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stocks to initial stockholders | (4,209,931) | (125,587,180) |
Proceeds from issuance of promissory note to related party | 1,075,000 | 2,767,015 |
Net cash used in financing activities | (3,134,931) | (122,820,165) |
Net change in cash | (140,516) | (376,853) |
Cash, beginning of the period | 303,449 | 680,302 |
Cash, end of the period | 162,933 | 303,449 |
Supplemental disclosure of cash flow information: | ||
Recognition of liability for excise tax on redemptions | 42,099 | |
Class A share accretion to redemption value in excess of purchase price | $ 756,785 | $ 3,483,582 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Business Operation and Going Concern [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Clover Leaf Capital Corp. (the “Company”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue the initial Business Combination target in any industry or geographic location. The Company intended to focus its search for a target business engaged in the cannabis industry. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”) and the Company’s efforts to pursue an initial Business Combination described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”). The Registration Statement for the Company’s IPO (the “IPO Registration Statement”) was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its IPO of 13,831,230 units (the “Units” and, with respect to the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”) included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3 (“The Initial Public Offering”), and the sale of 675,593 Units which is discussed in Note 4 (“The Private Placement”), at a price of $10.00 per private placement unit (“Private Placement Units”), in a private placement (the “Private Placement”) to the Sponsor and Maxim Group LLC (the “Representative”), the representative of the underwriters, that closed simultaneously with the IPO. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased 1,331,230 of their full 1,875,000 Units available and subsequently forfeited the remainder of their option as of July 28, 2021. The Company’s executive officers and directors (“Management”) has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination. Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of the fair value of the 138,312 Class A Common Stock issued to the Representative and/or its designees upon the consummation of the IPO (“Representative Shares”), and $571,826 of other cash offering costs. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an initial Business Combination. However, the Company will only complete an initial Business Combination if the post-initial Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial Business Combination. Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a trust account (“Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and until July 6, 2023 were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. Department of the Treasury (“Treasury”) obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s franchise and income taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation, as amended and currently in effect (the “Amended and Restated Charter”) (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the applicable period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Public Shares if the Company has not completed an initial Business Combination within the applicable period, subject to applicable law. The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The shares of Class A Common Stock and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an initial Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the initial Business Combination. The Company will have only until July 22, 2024 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s Amended and Restated Charter and the Investment Management Trust Agreement, dated July 19, 2021 entered into between the Company and Continental, as trustee of the Trust Account, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account for each additional three-month period, $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three-month period. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of an initial Business Combination. If the Company completes an initial Business Combination, it will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into Units at a price of $10.00 per Unit. On July 18, 2022, the Company issued a promissory note (the “July 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the extension of the Combination Period from July 22, 2022 to October 22, 2022 (the “July 2022 Extension”). On October 19, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”). At the 2022 Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”) (the “October 2022 Extension”). In connection with the 2022 Special Meeting, stockholders holding 12,204,072 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) was removed from the Company’s Trust Account to pay such holders. On July 19, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company’s stockholders approved an amendment (the “2023 Extension Amendment”) to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s Board (the “2023 Extension”). On July 20, 2023, the Company filed the 2023 Extension Amendment with the Secretary of State of the State of Delaware. In connection with the 2023 Special Meeting, stockholders holding 376,002 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $4,209,931.03 (approximately $11.20 per share after removal of interest to pay taxes) was removed from the Company’s Trust Account to pay such holders, resulting in approximately $14,008,650.13 remaining in the Trust Account. In connection with the 2023 Extension, the Company will cause up to $360,000 to be deposited into the Trust Account in installments of $60,000 per month, which equates to approximately $0.048 per remaining Public Share, for each calendar month or portion thereof (commencing on July 22, 2023 and on the 22nd of each subsequent month until January 22, 2024), that the Company needs to complete an initial Business Combination, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination. As of July 21, 2023, an aggregate of $60,000 had been deposited into the Trust Account to support the 2023 Extension. The Company deposited $360,000 in the Trust Account through December 31, 2023. On August 31, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”). The notification received has no immediate effect on the Company’s Nasdaq listing. On October 16, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, in response to such compliance plan, the Staff granted the Company an extension of time to regain compliance with the Minimum Public Holders Requirement. Pursuant to the extension, on or before February 27, 2024, the Company must have filed with Nasdaq documentation that demonstrated that the Company’s Common Stock has a minimum of 300 public holders. On February 27, 2024, the Company was not able to demonstrate compliance with the Minimum Public Holders Requirement, and as such, on March 1, 2024, the Company received a notice from the Staff of Nasdaq (the “Delisting Notice”) informing the Company that its securities may be subject to suspension and delisting pending the outcome of a hearing before the Nasdaq Hearings Panel (the “Panel”), which the Company requested on March 8, 2024. On October 4, 2023, the Company issued a press release announcing that the Company had submitted to EDGAR, the SEC’s online portal, a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus, with respect to the Company’s proposed initial Business Combination (the “Kustom Entertainment Business Combination”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”). If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, 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, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares (as defined below) (see Note 5), Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Company’s Amended and Restated Charter (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply 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”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on July 19, 2021, and through December 31, 2023, the Company withdrew $1,017,913 from the Trust Account to pay its liabilities related to the federal and Floria state and Delaware franchise taxes. Through December 31, 2023, the Company remitted $777,312 to the respective tax authorities. Additionally, as of December 31, 2023, the Company had accrued but unpaid income tax liability of $134,428 and was in a credit position of $75,143 for Delaware franchise tax, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $181,316. As of December 31, 2023, the Company had $162,933 in its operating account and inadvertently used $77,668 of the funds withdrawn from the Trust Account for payment of taxes for payment of other operating expenses not related to taxes. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. Going Concern As of December 31, 2023 and 2022, the Company had $162,933 and $303,449 in cash, respectively, and working capital deficit of $4,493,502 and $2,882,521 (net of Delaware franchise and income taxes), respectively. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). On July 24, 2023, the Company issued a promissory note (the “2023 Working Capital Note”) in the principal amount of up to $300,000 to the Sponsor. The 2023 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. At various dates in the fourth quarter of 2023, the Sponsor advanced to the Company $415,000 for the Company’s working capital needs. On January 22, 2024, the Company issued the a promissory note (the “2024 Working Capital Note”) in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The funds advanced in the fourth quarter of 2023 were considered advanced under terms of this 2024 Working Capital Note and were outstanding as of December 31, 2023. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). $715,000 and $0 were outstanding under Working Capital Loans as of December 31, 2023, and 2022, respectively. Until the consummation of an initial Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the initial Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until July 22, 2024 to consummate an initial Business Combination, unless otherwise extended. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary, should the Company be unable to continue as a going concern, and also do not include any adjustments that might result should an initial Business Combination not occur. Merger Agreement On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), the Sponsor, in the capacity as the representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of the Company (other than the Kustom Entertainment Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of the Merger Agreement, Kustom Entertainment, which has a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies, and Digital Ally, Inc., a Nevada corporation and the sole stockholder of Kustom Entertainment (the “Kustom Entertainment Stockholder”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom Entertainment (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Merger Transactions”), with Kustom Entertainment continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, all of the issued and outstanding capital stock of Kustom Entertainment immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for the Kustom Entertainment Stockholder to receive the Merger Consideration (as defined herein). Upon consummation of the Transactions, the Company will change its name to “Kustom Entertainment, Inc.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Kustom Entertainment Stockholder as of immediately prior to the Effective Time will be an amount equal to (the “Merger Consideration”) (i) $125 million, minus (ii) the estimated consolidated indebtedness of Kustom Entertainment as of the Closing (“Closing Indebtedness”). The Merger Consideration to be paid to the Kustom Entertainment Stockholder will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $11.14 per share. The Closing Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. 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 of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. 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 Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial Business Combination, a vote by the stockholders of the Company to extend the period of time to complete the initial 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 an initial 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 initial Business Combination, extension or otherwise, (ii) the structure of an initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial Business Combination (or otherwise issued not in connection with an initial Business Combination but issued within the same taxable year of an initial 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 an initial Business Combination and in the Company’s ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. As of December 31, 2023 and 2022, the Company had $162,933 and $303,449 in cash, respectively, and no cash equivalents. Investments Held in Trust Account As of December 31, 2023 and 2022, the Company had $14,648,926 and $18,276,649 in investments held in the Trust Account, respectively. As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Prior to the current reporting period, the Company classified its Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity Treasury securities were recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest and dividends earned on investment held in trust” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held-to-maturity securities on December 31, 2023 and 2022 are as follows: Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities (matured May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and Management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the consummation of the IPO. Offering costs amounted to $9,562,126 and were charged to permanent and temporary equity, ratably with the redeemable and non-redeemable shares they are allocated to, upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Charter. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480-10-S99, redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt—Debt with Conversion and Other Options.” If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A Common Stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A Common Stock. As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241 Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding during the period. The Company has two classes of shares, redeemable Common Stock and non-redeemable Common Stock. The Company’s redeemable Common Stock is comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class B shares purchased by the Sponsor as well as Class A shares sold in the Private Placement and Representative Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net (loss) income per share. Basic and diluted net (loss) income per common share for redeemable Common Stock and non-redeemable Common Stock is calculated by dividing net (loss) income, allocated proportionally to each class of Common Stock, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable stock outstanding. The calculation of diluted (loss) income per share of Common Stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Common Stock to redemption value is excluded from net (loss) income per redeemable share because the redemption value approximates fair value. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the periods presented. The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00 Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 and 2022. 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 as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s Management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 22, 2021, the Company consummated its IPO of 13,831,230 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $138,312,300. This included 1,331,230 Units due to a partial over-allotment exercised by the underwriters. The underwriters forfeited their remaining over-allotment option on July 28, 2021. Each Unit consists of (i) one share of Class A Common Stock and (ii) one right to receive one-eighth (1/8) of a share of Class A Common Stock upon the consummation of the initial Business Combination (the “Rights”). The Company paid an underwriting fee at the closing of the IPO of $2,766,246. An additional fee of $4,840,931 was deferred and will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 571,859 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,718,590 in the aggregate) and the Representative purchased an aggregate of 103,734 Private Placement Units at a price of $10.00 per Private Placement Unit ($1,037,340 in the aggregate) in a Private Placement. Each Private Placement Unit is identical to the Units offered in the IPO except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until after the completion of the initial Business Combination except to permitted transferees. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, Private Placement Shares or the Private Placement Rights, which will expire worthless if the Company does not consummate an initial Business Combination within the Combination Period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 in consideration for 3,593,750 shares of Class B Common Stock (the “Founder Shares”). The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares after the IPO (excluding shares included in the Private Placement Units or the shares of Class A Common Stock issuable to the Representative). Up to 468,750 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,331,230 of their full 1,875,000 option. The underwriters forfeited the remainder of their over-allotment option as of July 28, 2021, resulting in aggregate Founders Shares outstanding of 3,457,807. On April 8, 2021, the Sponsor transferred a membership interest (the “Interest”) to three of the Company’s officers and the three independent directors of 75,000 Founder Shares. The Interest relates solely to the number of Founder Shares laid out in the Company’s officers’ and independent directors’ respective agreements. The transferred shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, any of the grantees ceases to remain in their role, either voluntarily or for a cause (a “Separation Event”), 100% of the shares granted will be automatically and immediately transferred back to the Sponsor upon such Separation Event. Since the stock grants to both directors and to the officers contain the performance condition of consummating an initial Business Combination, the Company has determined the appropriate accounting treatment is to defer recognition of the compensation costs until the consummation of an initial Business Combination in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” The Company’s Sponsor and any other holders of Founder Shares (or their permitted transferees) prior to our IPO (“Initial Stockholders”), including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six months after the completion of the initial Business Combination; and (ii) subsequent to the initial Business Combination (a) if the closing price of the shares of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (except with respect to permitted transferees). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s Initial Stockholders with respect to any Founder Shares (the “Lock-Up”). On July 20, 2023, the Company issued an aggregate of 3,457,806 shares of its Class A Common Stock to the Sponsor upon the conversion (the “Founder Share Conversion”) of an equal number of shares of Class B Common Stock of the Company held by the Sponsor. The 3,457,806 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the prospectus for the Company’s IPO. Following the Founder Share Conversion, there were 5,522,867 shares of Class A Common Stock issued and outstanding and 1 share of Class B Common Stock issued and outstanding. As a result of the Founder Share Conversion, the Sponsor holds approximately 73.0% of the Company’s issued and outstanding Class A Common Stock. Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO, under a promissory note. These loans are non-interest bearing, unsecured and due at the earlier of September 30, 2021, or the closing of the IPO. These loans were repaid upon the closing of the IPO out of the offering proceeds that had been allocated to the payment of offering expenses. As of December 31, 2023 and 2022, there is no amount outstanding under the promissory note. On July 18, 2022, the Company issued the July 2022 Extension Note in the principal amount of $1,383,123 to the Sponsor in connection with the July 2022 Extension. The July 2022 Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before October 22, 2022 or such liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, up to $1,383,123 of the unpaid principal amount of the July 2022 Extension Note may be converted into Units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (i) the portion of the principal amount of the July 2022 Extension Note being converted divided by (ii) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of Conversion Units. The conversion feature included in the July 2022 Extension Note is closely related to the debt instrument itself and is not bifurcated from the host instrument. As a result, all debt proceeds received have been allocated to debt liability. As of December 31, 2023, and 2022, there was $1,383,892 outstanding under the July 2022 Extension Note. On October 19, 2022, in connection with the October 2022 Extension, the Company issued a further promissory note (the “October 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor pursuant to which the Sponsor loaned to the Company $1,383,123 to deposit into the Company’s Trust Account for each share of the Company’s Class A Common Stock that was not redeemed in connection with the October 2022 Extension. The October 2022 Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s initial Business Combination, or (ii) the date of the liquidation of the Company. As of December 31, 2023, and 2022, there was $1,383,123 outstanding under the October 2022 Extension Note. On July 21, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into Trust Account for the Company’s Class A Common Stock, held by the Company’s public stockholders that were not redeemed in connection with the 2023 Extension Amendment. On July 21, 2023, the Company deposited $60,000 into the Trust Account, with such amount being treated as the first draw under the 2023 Extension Note, and the Company will continue to deposit $60,000 into the Trust Account for each additional calendar month (promptly following the 22 nd On July 21, 2023, the Company issued the 2023 Working Capital Note in the principal amount of up to $300,000 to the Sponsor. The 2023 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The Company drew $300,000 under the 2023 Working Capital Note which was outstanding as of December 31, 2023. At various dates in the fourth quarter of 2023, the Sponsor advanced to the Company $415,000 for the working capital needs. On January 22, 2024, the Company issued the 2024 Working Capital Note in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The funds advanced in the fourth quarter of 2023 were considered advanced under terms of this note and were outstanding as of December 31, 2023. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 to repay such loaned amounts. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement-equivalent Units at a price of $10.00 per Unit (which, for example, would result in the holders being issued 150,000 Units if $1,500,000 of notes were so converted), at the option of the lender. The Units would be identical to the Private Placement Units issued to the Sponsor. $715,000 and $0 were outstanding under such Working Capital Loans as of December 31, 2023 and 2022, respectively. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor for office space, secretarial, and administrative services provided to members of the Management Team, in the amount of $10,000 per month. The administrative support agreement began on the day the Company first listed on The Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. For the year ended December 31, 2023, the Company incurred $120,000, in administrative support fees, which is included in formation and operating costs in the accompanying statements of operations. For the year ended December 31, 2022, the Company incurred $120,000 in administrative support fees which is included in formation and operating costs in the accompanying statements of operations. As of December 31, 2023 and 2022, there was $10,000 and $0, respectively, outstanding, which is included on the accompanying balance sheets as “due to related party.” |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and securities that may be issued upon conversion of Working Capital Loans and extension loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short-form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggyback” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the IPO Registration Statement forms a part and may not exercise their demand rights on more than one occasion. Underwriting Agreement The Company granted the underwriters a 30-day option to purchase up to 1,875,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,331,230 Units and forfeited the remainder of their over-allotment option as of July 28, 2021. The Company agreed to pay or reimburse the underwriters for travel, lodging, and other “road show” expenses, expenses of the underwriters’ legal counsel, and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the Representative, transaction Lucite cubes, or similar commemorative items in a style as reasonably requested by the Representative, and reimbursement for background checks on the Company’s directors and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. The Representative’s Common Stock The Company agreed to issue to the Representative and/or its designees, 125,000 shares of Common Stock (or 143,750 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the IPO. On July 22, 2021, the underwriters partially exercised their over-allotment option, resulting in an aggregate issuance of 138,312 Representative Shares. These shares were valued at a price of $10.00 which was the sale price of the Units sold in the IPO. The Representative has agreed not to transfer, assign, or sell any such shares until the completion of the Company’s initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the applicable period. The shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a Lock-Up for a period of 180 days immediately following the date of the effectiveness of the IPO Registration Statement pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO Registration Statement, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following the effective date of the IPO Registration Statement except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. Right of First Refusal Subject to certain conditions, the Company will grant the Representative, for a period beginning on the closing of the IPO and ending 15 months after the date of the consummation of the initial Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal, 50% of the economics, for any and all future public and private equity, convertible, and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the IPO Registration Statement. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock The Company’s Initial Stockholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (i) six months after the date of the consummation of the initial Business Combination and (ii) subsequent to the initial Business Combination (a) if the closing price of the Company’s shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination or (b) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of the public stockholders having the right to exchange their shares of Class A Common Stock for cash, securities, or other property (except as described herein). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s Initial Stockholders with respect to any Founder Shares. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon completion of the IPO (excluding shares included in the Private Placement Units or the shares of Class A Common Stock issuable to the Representative) plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Rights Each holder of a Right will receive one-eighth (1/8) of one Class A Common Stock upon consummation of the initial Business Combination. In the event the Company will not be the surviving entity upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the 1/8 share of Class A Common Stock underlying each Right (without paying any additional consideration). If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the Public Shares of Class A Common Stock for the funds held in the Trust Account, holders of Rights will not receive any such funds in exchange for their Rights and the Rights will expire worthless. Every eight (8) Rights that a holder holds will entitle the holder to receive one share at the closing of the initial Business Combination. The Company will not issue fractional shares of Class A Common Stock upon exchange of the Rights. If, upon conversion of the Rights, a holder would be entitled to receive a fractional interest in a share, fractional shares will be rounded up to the nearest whole share. If the Company is unable to complete an initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds with respect to any of 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 all Rights will expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income Tax | Note 8 – Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs 748,482 334,531 Total deferred tax asset 748,482 334,531 Deferred tax liability Unrealized gain/loss — (18,790 ) Valuation allowance (748,482 ) (334,531 ) Deferred tax asset (liability), net of allowance $ — $ (18,790 ) The income tax provision consists of the following: December 31, December 31, Federal Current $ 177,066 $ 138,094 Deferred (322,849 ) (86,506 ) State Current 38,315 28,540 Deferred (109,934 ) (30,765 ) Change in valuation allowance 413,993 136,060 Income tax provision $ 196,591 $ 185,423 The Company’s federal and state net operating loss carryforwards as of December 31, 2023 and 2022 amounted to $0 and $0, respectively, and will be carried forward indefinitely and are available to offset future taxable income in the respective tax jurisdictions. In assessing the realization of the deferred tax assets, Management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $413,993. For the year ended December 31, 2022, the change in the valuation allowance was $136,060. Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.34 % 4.30 % Prior year true-up 0.25 % (5.23 )% Change in valuation allowance (48.74 )% 55.41 % Income tax provision (23.15 )% 75.48 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Florida and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
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 statements were issued. Based upon this review, the Company did not identify any subsequent events, other than that identified below, that would have required adjustment or disclosure in the financial statements. Extension of the Combination Period On January 17, 2024, the Company held a special meeting of stockholders (the “2024 Special Meeting”). At the 2024 Special Meeting, the Company’s stockholders approved an amendment (the “2024 Extension Amendment”) to the Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from January 22, 2024 to July 22, 2024, or such earlier date as determined by the Company’s Board (the “2024 Extension”). In connection with the 2024 Special Meeting, Public Stockholders holding 202,360 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $2,374,149 (approximately $11.73 per share) will be removed from the Trust Account to pay such holders. Following the approval and implementation of the Extension Amendment, on January 22, 2024, the Company issued a promissory note (the “2024 Extension Note”) in the aggregate principal amount of up to $360,000 the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into the Company’s Trust Account for each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. On January 22, 2024, the Company deposited $60,000 into the Trust Account, and the Company will continue to deposit $60,000 into the Trust Account for each additional calendar month (promptly following the 22nd of each calendar month), or portion thereof, that is needed by the Company to complete an initial Business Combination until July 22, 2024, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination. As of March 21, 2024, $180,000 of the principal on the 2024 Extension Note has been deposited into the Trust Account. On January 22, 2024, the Company issued the 2024 Working Capital Note in the principal amount of up to $1,000,000 to the Sponsor. The 2024 Working Capital Note was issued in connection with up to $1,000,000 of advances the Sponsor has made or may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) the date of the consummation of the Company’s initial Business Combination or (ii) the date of the liquidation of the Company. As of March 5, 2024, a total of $525,000 had been drawn down on the 2024 Working Capital Note. Nasdaq Compliance—Minimum Public Holders Requirement and Annual Meeting Requirement On August 31, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying us that the Company is no longer meet the Minimum Public Holders Requirement. The notification received has no immediate effect on our Nasdaq listing. On October 16, 2023, we submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, in response to such compliance plan, the Staff granted us an extension of time to regain compliance with the Minimum Public Holders Requirement. Pursuant to the extension, on or before February 27, 2024, the Company must have filed with Nasdaq documentation that demonstrated that our Common Stock has a minimum of 300 public holders. On January 23, 2024, the Company received a deficiency notice from the Staff of Nasdaq notifying the Company that it is not in compliance with the requirement pursuant to Nasdaq Listing Rule 5620(a) that companies listed on Nasdaq hold an annual meeting of shareholders within twelve months of their fiscal year end (the “Annual Meeting Requirement”) because it did not hold an annual meeting of stockholders within twelve months of our fiscal year ended December 31, 2022. The notification received had no immediate effect on our Nasdaq listing. In accordance with Nasdaq rules, the Company had 45 calendar days, or until March 8, 2024, to submit a plan to regain compliance with the Annual Meeting Requirement. On February 27, 2024, the Company was not able to demonstrate compliance with the Minimum Public Holders Requirement, and as such, on March 1, 2024, we received a notice (the “Delisting Notice”) from the Staff of Nasdaq informing us that our securities may be subject to suspension and delisting pending the outcome of a hearing before the Panel. Because the Staff of Nasdaq issued the Delisting Notice to us on March 1, 2024, the Company chose to forego submitting a plan of compliance to Nasdaq related to the Annual Meeting Requirement. Because we were unable to demonstrate compliance with the Minimum Public Holders Requirement and did not submit to Nasdaq a plan of compliance related to the Annual Meeting Requirement, our securities may be subject to suspension and delisting pending the outcome of a hearing before the Panel, which we requested on March 8, 2024. Indemnification Agreement with Kustom Entertainment and Digital Ally On February 1, 2024, we entered in an indemnification agreement with Kustom Entertainment and the Kustom Entertainment Stockholder, pursuant to which, Kustom Entertainment and Kustom Entertainment Stockholder agreed to indemnify us and our officers and directors for liabilities incurred in connection with Kustom Entertainment Stockholder disclosure incorporated by reference into the Kustom Entertainment Registration Statement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,045,959) | $ 60,237 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. As of December 31, 2023 and 2022, the Company had $162,933 and $303,449 in cash, respectively, and no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023 and 2022, the Company had $14,648,926 and $18,276,649 in investments held in the Trust Account, respectively. As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Prior to the current reporting period, the Company classified its Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity Treasury securities were recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest and dividends earned on investment held in trust” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held-to-maturity securities on December 31, 2023 and 2022 are as follows: Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities (matured May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and Management believes the Company is not exposed to significant risks on such accounts. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the consummation of the IPO. Offering costs amounted to $9,562,126 and were charged to permanent and temporary equity, ratably with the redeemable and non-redeemable shares they are allocated to, upon the completion of the IPO. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Charter. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480-10-S99, redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt—Debt with Conversion and Other Options.” If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A Common Stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A Common Stock. As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241 |
Net (Loss) Income Per Common Stock | Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding during the period. The Company has two classes of shares, redeemable Common Stock and non-redeemable Common Stock. The Company’s redeemable Common Stock is comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class B shares purchased by the Sponsor as well as Class A shares sold in the Private Placement and Representative Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net (loss) income per share. Basic and diluted net (loss) income per common share for redeemable Common Stock and non-redeemable Common Stock is calculated by dividing net (loss) income, allocated proportionally to each class of Common Stock, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable stock outstanding. The calculation of diluted (loss) income per share of Common Stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Common Stock to redemption value is excluded from net (loss) income per redeemable share because the redemption value approximates fair value. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the periods presented. The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 and 2022. 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 as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s Management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Fair Value of Held to Maturity Securities | The carrying value, excluding gross unrealized holding loss and fair value of held-to-maturity securities on December 31, 2023 and 2022 are as follows: Carrying Gross Gross Fair Money Market Funds 14,648,926 — — 14,648,926 $ 14,648,926 $ — $ — $ 14,648,926 Carrying Gross Gross Fair U.S. Treasury Securities (matured May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 |
Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled | As of December 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 756,785 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (December 31, 2023) $ 14,830,241 |
Schedule of Basic and Diluted Loss Per Common Share | The basic and diluted (loss) income per common stock is calculated as follows: For the Year Ended 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to redeemable Class A common stock $ (266,047 ) $ 46,938 Denominator: Weighted Average redeemable Class A common stock, basic and diluted 1,457,184 12,204,321 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.18 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable Class A and Class B common stock $ (779,912 ) $ 13,299 Denominator: Weighted Average non-redeemable Class A and Class B common stock, basic and diluted 4,271,712 3,457,807 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.18 ) $ 0.00 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs 748,482 334,531 Total deferred tax asset 748,482 334,531 Deferred tax liability Unrealized gain/loss — (18,790 ) Valuation allowance (748,482 ) (334,531 ) Deferred tax asset (liability), net of allowance $ — $ (18,790 ) |
Schedule of Income Tax Provision | The income tax provision consists of the following: December 31, December 31, Federal Current $ 177,066 $ 138,094 Deferred (322,849 ) (86,506 ) State Current 38,315 28,540 Deferred (109,934 ) (30,765 ) Change in valuation allowance 413,993 136,060 Income tax provision $ 196,591 $ 185,423 |
Schedule of Effective Tax Rate | Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.34 % 4.30 % Prior year true-up 0.25 % (5.23 )% Change in valuation allowance (48.74 )% 55.41 % Income tax provision (23.15 )% 75.48 % |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 29 Months Ended | |||||||||
Oct. 19, 2022 | Jul. 22, 2021 | Jan. 22, 2024 | Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Mar. 21, 2024 | Jul. 24, 2023 | Jul. 21, 2023 | Jul. 18, 2022 | |
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ 10.29 | $ 11.73 | $ 11.73 | |||||||||
Transaction costs | $ 9,562,126 | |||||||||||
Underwriting commissions | 2,766,246 | |||||||||||
Deferred underwriting commissions | 4,840,931 | |||||||||||
Fair value of representative shares | 1,383,123 | |||||||||||
Other cash offering costs | $ 571,826 | |||||||||||
Percentage of outstanding voting rights | 50% | |||||||||||
Proceeds from initial public offerings | $ 138,312,300 | $ 138,312,300 | ||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | 10 | ||||||||||
Percentage of obligation to redeem public share | 100% | |||||||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |||||||||||
Payments for investment of cash in trust account | $ 1,383,123 | |||||||||||
Per share (in Dollars per share) | $ 11.14 | $ 11.14 | ||||||||||
Principal amount | $ 1,383,123 | |||||||||||
Proceeds from sale of trust assets | $ 125,587,180.34 | |||||||||||
Cash held in trust account | $ 4,209,931.03 | |||||||||||
Trust account | 14,008,650.13 | |||||||||||
Deposited into the Trust Account | 360,000 | $ 360,000 | ||||||||||
Installment payments | 60,000 | |||||||||||
Aggregate deposit held in trust account | $ 60,000 | |||||||||||
Deposited in trust account | 360,000 | 360,000 | ||||||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||||||
Trust account per share (in Dollars per share) | $ 10.15 | |||||||||||
Payment to trust account | 1,017,913 | |||||||||||
Remitted tax authority | $ 777,312 | 777,312 | ||||||||||
Income tax liability | 134,428 | |||||||||||
Franchise tax | 75,143 | |||||||||||
Government authorities | 181,316 | |||||||||||
Operating account | 162,933 | |||||||||||
Withdraw fee from turst account | 77,668 | |||||||||||
Cash amount | 162,933 | $ 303,449 | 162,933 | |||||||||
Working capital deficit | 4,493,502 | 2,882,521 | ||||||||||
Principal amount | $ 1,000,000 | $ 300,000 | ||||||||||
Working capital loans outstanding | 715,000 | $ 0 | $ 715,000 | |||||||||
Consideration amount | $ 125,000,000 | |||||||||||
Tax percentage | 1% | |||||||||||
Inflation Reduction Act of 2022 [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Tax percentage | 1% | |||||||||||
Minimum [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Sale of price per unit (in Dollars per share) | $ 0.048 | $ 0.048 | ||||||||||
IPO [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Units issued during period shares new issues (in Shares) | 13,831,230 | 1,875,000 | ||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||
Stock option exercised, shares (in Shares) | 12,204,072 | |||||||||||
Proceeds from initial public offerings | $ 140,386,985 | |||||||||||
Sale of price per unit (in Dollars per share) | $ 10.15 | |||||||||||
Sponsor payment | $ 25,000 | $ 25,000 | ||||||||||
Public Shares [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||
Percentage of obligation to redeem public share | 100% | |||||||||||
Private Placement [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||
Number of unit sold (in Shares) | 675,593 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Units issued during period shares new issues (in Shares) | 1,875,000 | |||||||||||
Stock option exercised, shares (in Shares) | 1,331,230 | |||||||||||
Stock issued during period shares (in Shares) | 143,750 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Units issued during period shares new issues (in Shares) | 13,831,230 | |||||||||||
Price per unit (in Dollars per share) | $ 11.2 | $ 11.2 | ||||||||||
Representative shares (in Shares) | 138,312 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | 0.0001 | |||||||||
Stock issued during period shares (in Shares) | 376,002 | |||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ 0.0001 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Subsequent Event [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Aggregate deposit held in trust account | 60,000 | $ 180,000 | ||||||||||
Sponsor payment | 1,000,000 | |||||||||||
Issuance of principal amount | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Price per unit (in Dollars per share) | $ 2,024 | |||||||||||
Aggregate deposit held in trust account | $ 360,000 | |||||||||||
Founder Shares [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Sponsor payment | $ 300,000 | $ 300,000 | ||||||||||
Sponsor [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Sale of price per unit (in Dollars per share) | $ 10.15 | $ 10.15 | ||||||||||
Principal amount | $ 415,000 | $ 415,000 | $ 300,000 | |||||||||
Advance from sponsor | $ 415,000 | $ 415,000 | ||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Units issued during period shares new issues (in Shares) | 571,859 | |||||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Business Combination [Member] | ||||||||||||
Organization, Business Operation and Going Concern [Line Items] | ||||||||||||
Minimum percentage of voting interests to be acquired in business combination. | 80% | |||||||||||
Per share (in Dollars per share) | $ 0.1 | $ 0.1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents | $ 162,933 | $ 303,449 |
Investments held in the trust account | 14,648,926 | $ 18,276,649 |
Federal depository insurance coverage | 250,000 | |
Offering costs | $ 9,562,126 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Units issued during period shares (in Shares) | 13,831,230 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Held to Maturity Securities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Carrying Value | $ 14,648,926 | $ 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | 217 | |
Fair Value | 14,648,926 | 18,276,866 |
Money Market Funds [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value | 14,648,926 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | $ 14,648,926 | |
U.S. Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value | 18,276,649 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | 217 | |
Fair Value | $ 18,276,866 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled - USD ($) | 12 Months Ended | |||
Jul. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled [Abstract] | ||||
Gross Proceeds | $ 138,312,300 | $ 138,312,300 | ||
Proceeds allocated to equity rights | (760,718) | |||
Less: | ||||
Issuance costs related to Class A common stock subject to possible redemption | (9,509,534) | |||
Plus: | ||||
Remeasurement of carrying value to redemption value | $ 756,785 | $ 3,483,582 | 12,344,937 | |
Contingently redeemable Class A common stock subject to possible redemption | 14,830,241 | $ 18,283,387 | 140,386,985 | |
Less: | ||||
Redemptions of Class A common stock | $ (4,209,931) | $ (125,587,180) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Numerator: | ||
Net (loss) income | $ (266,047) | $ 46,938 |
Denominator: | ||
Weighted Average non-redeemable Class A and Class B common stock, basic | 1,457,184 | 12,204,321 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||
Numerator: | ||
Net (loss) income | $ (779,912) | $ 13,299 |
Denominator: | ||
Weighted Average non-redeemable Class A and Class B common stock, basic | 4,271,712 | 3,457,807 |
Basic net (loss) income per share, non-redeemable Class A and Class B common stock | $ (0.18) | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items] | ||
Weighted Average common stock, diluted | 1,457,184 | 12,204,321 |
Diluted net income (loss) per share, common stock | $ (0.18) | $ 0 |
Non-redeemable Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items] | ||
Weighted Average common stock, diluted | 4,271,712 | 3,457,807 |
Diluted net income (loss) per share, common stock | $ (0.18) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | |||
Oct. 19, 2022 | Jul. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||||
Purchase price share | $ 10.29 | $ 11.73 | ||
Proceeds from initial public offering | $ 138,312,300 | $ 138,312,300 | ||
Number of shares issued per unit | 1 | |||
Additional fee | $ 4,840,931 | |||
IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Units issued during period shares | 13,831,230 | 1,875,000 | ||
Purchase price share | $ 10 | |||
Proceeds from initial public offering | $ 140,386,985 | |||
Over-allotment exercised | 12,204,072 | |||
Underwriting fee | $ 2,766,246 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Units issued during period shares | 1,875,000 | |||
Over-allotment exercised | 1,331,230 | |||
Underwriting fee | $ 125,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Sponsor [Member] | |
Private Placement [Line Items] | |
Units issued during period shares | shares | 571,859 |
Sale of stock price per share | $ / shares | $ 10 |
Unit issued during period value new issues | $ | $ 5,718,590 |
Maxim [Member] | |
Private Placement [Line Items] | |
Units issued during period shares | shares | 103,734 |
Sale of stock price per share | $ / shares | $ 10 |
Unit issued during period value new issues | $ | $ 1,037,340 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jul. 20, 2023 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 04, 2021 | Oct. 19, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 22, 2024 | Jul. 24, 2023 | Jul. 21, 2023 | Jul. 18, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | |
Related Party Transactions [Line Items] | |||||||||||||
Aggregate purchase price | $ 4,209,931.03 | ||||||||||||
Outstanding shares percentage | 20% | ||||||||||||
Percentage of shares transferred or membership interest | 100% | ||||||||||||
Stock price trigger per share (in Dollars per share) | $ 12 | ||||||||||||
Loan amount | $ 300,000 | ||||||||||||
Loan of principal amount | $ 1,383,123 | ||||||||||||
Unpaid principal amount | 1,383,123 | ||||||||||||
Promissory note outstanding amount | $ 1,383,892 | $ 1,383,892 | |||||||||||
Principal amount | $ 1,000,000 | $ 300,000 | |||||||||||
Payments or cash deposited in trust account | $ 1,383,123 | ||||||||||||
Deposit into trust account | 360,000 | $ 60,000 | |||||||||||
Maximum borrowing capacity of related party loans | $ 1,500,000 | ||||||||||||
Maximum borrowing capacity of related party loans per share (in Dollars per share) | $ 10 | ||||||||||||
Working capital loans share issued (in Shares) | 150,000 | ||||||||||||
Loan conversion agreement | $ 1,500,000 | ||||||||||||
Working capital loans | $ 715,000 | $ 0 | |||||||||||
First Extension Note [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Loan of principal amount | $ 1,383,123 | ||||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Principal amount | $ 1,383,123 | ||||||||||||
Third Extension Note [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Loan of principal amount | 360,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Number of shares issued (in Shares) | 143,750 | ||||||||||||
Founder shares were subject to forfeiture (in Shares) | 468,750 | 3,457,807 | |||||||||||
Purchased an additional shares (in Shares) | 1,331,230 | ||||||||||||
Purchased full option of additional shares (in Shares) | 1,875,000 | ||||||||||||
Deposit Account [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Deposit into trust account | 60,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Common stock shares issued (in Shares) | 1 | 3,457,807 | |||||||||||
Common stock shares outstanding (in Shares) | 1 | 3,457,807 | |||||||||||
Common Class A [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Number of shares issued (in Shares) | 376,002 | ||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | ||||||||||||
Common stock shares issued (in Shares) | 4,271,711 | 813,905 | |||||||||||
Common stock shares outstanding (in Shares) | 4,271,711 | 813,905 | |||||||||||
Conversion percentage | 73% | ||||||||||||
Initial Business Combination [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Working capital | $ 300,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Principal amount | 415,000 | 300,000 | |||||||||||
Related Party [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Due to related party | $ 10,000 | $ 0 | |||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Number of shares issued (in Shares) | 75,000 | ||||||||||||
Founder Shares [Member] | Common Class B [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Common stock shares issued (in Shares) | 1 | ||||||||||||
Common stock shares outstanding (in Shares) | 1 | ||||||||||||
Founder Shares [Member] | Common Class A [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Stock price trigger per share (in Dollars per share) | $ 12 | ||||||||||||
Common stock shares issued (in Shares) | 5,522,867 | ||||||||||||
Common stock shares outstanding (in Shares) | 5,522,867 | ||||||||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Number of shares issued (in Shares) | 3,593,750 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Deposit into trust account | $ 360,000 | ||||||||||||
Sponsor [Member] | Common Class A [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | ||||||||||||
First Extension Note [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Promissory note outstanding amount | $ 1,383,123 | 1,383,123 | |||||||||||
Administrative Support Agreement [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Expenses per month | 10,000 | ||||||||||||
Expenses incurred and paid | $ 120,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Jul. 22, 2021 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||
Deferred underwriting discount percentage | 3.50% | |
Sale stock price per share (in Dollars per share) | $ 10 | |
Underwriter least percentage | 75% | |
Public and private equity percentage | 50% | |
IPO [Member] | ||
Commitments and Contingencies [Line Items] | ||
Additional Units issued | 13,831,230 | 1,875,000 |
Underwriting expense (in Dollars) | $ 2,766,246 | |
Sale stock price per share (in Dollars per share) | $ 10.15 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Additional Units issued | 1,875,000 | |
Additional Units issued | 1,331,230 | |
Underwriting expense (in Dollars) | $ 125,000 | |
Common stock issued | 143,750 | |
Representative shares | 138,312 | |
Maxim [Member] | ||
Commitments and Contingencies [Line Items] | ||
Common stock issued | 125,000 | |
Maxim [Member] | IPO [Member] | ||
Commitments and Contingencies [Line Items] | ||
Sale stock price per share (in Dollars per share) | $ 10 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Exceeds per share (in Dollars per share) | $ 12 | |
Common stock, conversion basis | 20% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one | |
Common stock, shares issued | 4,271,711 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 813,905 |
Shares subject to redemptions | 1,251,156 | 1,627,158 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1 | 3,457,807 |
Common stock, shares outstanding | 1 | 3,457,807 |
Issued and outstanding percentage | 20% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Abstract] | ||
Net operating loss carryforwards | $ 0 | $ 0 |
Valuation allowance | $ 413,993 | $ 136,060 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset | ||
Organizational costs/Start-up costs | $ 748,482 | $ 334,531 |
Total deferred tax asset | 748,482 | 334,531 |
Deferred tax liability | ||
Unrealized gain/loss | (18,790) | |
Valuation allowance | (748,482) | (334,531) |
Deferred tax asset (liability), net of allowance | $ (18,790) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 177,066 | $ 138,094 |
Deferred | (322,849) | (86,506) |
State | ||
Current | 38,315 | 28,540 |
Deferred | (109,934) | (30,765) |
Change in valuation allowance | 413,993 | 136,060 |
Income tax provision | $ 196,591 | $ 185,423 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 4.34% | 4.30% |
Prior year true-up | 0.25% | (5.23%) |
Change in valuation allowance | (48.74%) | 55.41% |
Income tax provision | (23.15%) | 75.48% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||
Jan. 22, 2024 | Mar. 21, 2024 | Dec. 31, 2023 | Jul. 21, 2023 | Oct. 19, 2022 | |
Subsequent Events [Line Items] | |||||
Trust account amount | $ 2,374,149 | ||||
Price per share (in Dollars per share) | $ 11.73 | $ 10.29 | |||
Deposited into the trust account | $ 60,000 | ||||
Common Class A [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares issued (in Shares) | 202,360 | ||||
Price per share (in Dollars per share) | $ 11.2 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Trust account amount | $ 60,000 | ||||
Principal amount | 1,000,000 | ||||
Deposited into the trust account | 60,000 | $ 180,000 | |||
Sponsor payment | 1,000,000 | ||||
Working Capital | $ 525,000 | ||||
Subsequent Event [Member] | Common Class A [Member] | |||||
Subsequent Events [Line Items] | |||||
Price per share (in Dollars per share) | $ 2,024 | ||||
Deposited into the trust account | $ 360,000 | ||||
Yntegra Capital Investments, LLC [Member] | Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Principal amount | $ 360,000 |