Canna-Global Acquisition (CNGL) 10-K16 Apr 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - shares	12 Months Ended
Cover - shares	Dec. 31, 2023	Apr. 16, 2024
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41102
Entity Registrant Name	Canna-Global Acquisition Corp
Entity Central Index Key	0001867443
Entity Tax Identification Number	86-3692449
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4640 Admiralty Way
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Marina Del Rey
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90292
City Area Code	(310)
Local Phone Number	496-5700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas
Units, each consisting of one share of Class A common stock, par value $0.000001 per share, and one redeemable warrant of one share of Common Stock
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.000001 per share
Trading Symbol	CNGLU
Security Exchange Name	NASDAQ
Class A common stock included as part of the units
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	CNGL
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	CNGLW
Security Exchange Name	NASDAQ
Representatives shares of Class A common stock
Title of 12(b) Security	Representative’s shares of Class A common stock
Trading Symbol	CNGL
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		860,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		5,750,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 743	$ 54,476
Accounts receivable		25,000
Prepaid income tax	208,650
Prepaid franchise tax	15,679
Prepaid expenses	4,350	6,350
Total Current Assets	229,422	85,826
Cash and Marketable Securities held in trust account	12,304,455	24,599,703
Total Assets	12,533,877	24,685,529
Current liabilities
Accounts payable	1,155,832	555,605
Accrued expenses	80,000	20,000
Franchise tax payable		206,719
Income tax payable		231,252
Working capital loan	644,560	190,000
Extension loan	1,369,364	106,622
Excise tax liability	137,430
Total Current Liabilities	3,387,186	1,310,198
Deferred underwriter commission	8,050,000	8,050,000
Total Liabilities	11,437,186	9,360,198
Commitments and Contingencies
Class A common stock subject to possible redemption; 1,112,657 shares (at $11.06 per share) at December 31, 2023 and 2,369,370 shares ($10.38 per share) at December 31, 2022	12,304,455	23,019,232
Stockholders’ Deficit
Preferred Stock, $0.000001 par value; 2,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(11,207,771)	(7,693,908)
Total Stockholders’ Deficit	(11,207,764)	(7,693,901)
Total Liabilities and Stockholders’ Deficit	12,533,877	24,685,529
Common Class A [Member]
Stockholders’ Deficit
Common stock value	1	1
Common Class B [Member]
Stockholders’ Deficit
Common stock value	$ 6	$ 6

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Temporary equity, shares outstanding	1,112,657	2,369,370
Temporary equity, redemption price per share	$ 11.06	$ 10.38
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	860,000	860,000
Common stock, shares outstanding	860,000	860,000
Subject to possible redemption shares	1,112,657	2,369,370
Common Class B [Member]
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Formation and operating costs	$ (1,187,581)	$ (1,174,964)
Franchise tax	(149,324)	(206,719)
Loss from Operations	(1,336,905)	(1,381,683)
Other Income
Interest earned on marketable securities held in trust account	1,196,903	2,772,773
Net Income (Loss) before income taxes	(140,002)	1,391,090
Income tax expense	(208,227)	(231,252)
Net Income (Loss)	$ (348,229)	$ 1,159,838
Common Class A [Member]
Other Income
Weighted average number of shares outstanding - basic	3,129,552	21,994,765
Weighted average number of shares outstanding - diluted	3,129,552	21,994,765
Net income (loss) per common stock - basic	$ (0.04)	$ 0.04
Net income (loss) per common stock - diluted	$ (0.04)	$ 0.04
Common Class B [Member]
Other Income
Weighted average number of shares outstanding - basic	5,750,000	5,750,000
Weighted average number of shares outstanding - diluted	5,750,000	5,750,000
Net income (loss) per common stock - basic	$ (0.04)	$ 0.04
Net income (loss) per common stock - diluted	$ (0.04)	$ 0.04

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 1	$ 6		$ (7,633,485)	$ (7,633,478)
Balance, shares at Dec. 31, 2021	860,000	5,750,000
Extension Funds attributable to common stock subject to redemption					(106,622)
Remeasurement of common stock subject to redemption				(1,113,639)	(1,113,639)
Excise tax liability
Net Income (loss)				1,159,838	1,159,838
Extension Funds attributable to common stock subject to redemption				(106,622)	(106,622)
Balance at Dec. 31, 2022	$ 1	$ 6		(7,693,908)	(7,693,901)
Balance, shares at Dec. 31, 2022	860,000	5,750,000
Extension Funds attributable to common stock subject to redemption				(1,262,742)	(1,262,742)
Remeasurement of common stock subject to redemption				(1,765,462)	(1,765,462)
Excise tax liability				(137,430)	(137,430)
Net Income (loss)				(348,229)	(348,229)
Balance at Dec. 31, 2023	$ 1	$ 6		$ (11,207,771)	$ (11,207,764)
Balance, shares at Dec. 31, 2023	860,000	5,750,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (348,229)	$ 1,159,838
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,196,903)	(2,772,773)
Changes in operating assets and liabilities:
Accounts Receivable	25,000
Prepaid expenses	2,000	73,576
Account payable	600,226	555,605
Accrued expenses	60,000	(10,000)
Franchise tax payable	(206,719)	124,402
Franchise tax prepaid	(15,679)
Income tax payable	(231,252)	231,252
Income tax prepaid	(208,650)
Net cash used in operating activities	(1,520,206)	(638,100)
Cash flows from investing activities:
Cash withdraw from trust account in connection with redemption	13,742,981	211,651,029
Cash withdrawn from Trust Account to pay taxes	1,011,913	80,000
Investment of cash in Trust Account	(1,262,742)	(106,622)
Net cash provided by (used in) investing activities	13,492,152	(211,624,407)
Cash flows from financing activities:
Redemption of Common Stock	(13,742,981)	(211,651,029)
Proceeds from working capital loan	454,560	106,622
Proceeds from extension loan	1,262,742	190,000
Repayment of promissory note - related party		(154,288)
Net cash used in financing activities	(12,025,679)	(211,508,695)
Net change in cash	(53,733)	(522,388)
Cash at the beginning of the period	54,476	576,864
Cash at the end of the period	743	54,476
Supplemental disclosure of non-cash investing and financing activities:
Extension Funds attributable to common stock subject to redemption	1,262,742	106,622
Re-measurement of common stock subject to redemption	1,765,462	1,113,639
Excise tax liability	$ 137,430

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2023
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Canna-Global Acquisition Corp (the “Company”) is a blank check company incorporated in Delaware on April 12, 2021 The Financing As of December 31, 2023, the Company had not commenced any operations beyond its initial public offering and seeking an initial Business Combination. All activity for the period from April 12, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Offering (as defined 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 Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Canna-Global LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 29, 2021. On November 30, 2021, the Company held its Initial Public Offering of 20,000,000 10.00 200,000,000 11,885,300 8,050,000 3,000,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 712,500 10.00 7,125,000 Additionally, on December 2, 2021, the Company consummated the closing of the sale of 3,000,000 10.00 30,000,000 450,000 Each Unit consists of one share of Class A common stock of the Company, par value $ 0.000001 11.50 Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 90,000 900,000 A total of $ 233,450,000 We incurred transaction costs in the IPO with the exercise of the overallotment totaling $ 15,335,300 3,450,000 8,050,000 3,450,000 385,300 Trust Account Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $ 853,288 743 3,157,764 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Redemption Option The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until December 2, 2024 (the “Termination Date”) to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, 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 us to pay our taxes (less up to $ 100,000 Stockholder Approval If stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Termination of the New Quantum Holdings Pty Ltd. Merger Agreement On June 15, 2023, the Company entered into a definitive Bid Implementation and Business Combination Agreement (the “BIBCA Agreement”) with New Quantum Holdings Pty Ltd. (“ New Quantum”) On October 16, 2023, received written notice that New Quantum had terminated the BIBCA Agreement. As a result of the termination of the BIBCA Agreement, the BIBCA Agreement was of no further force and effect, and certain agreements entered into in connection with the BIBCA Agreement, were no longer in force or effect. Following the termination of the BIBCA Agreement, the Company continued to evaluate other possible business combination targets promptly though there can be no assurance these evaluations or efforts will result in a business combination transaction. Charter Amendment and Termination Date On November 30, 2021, Canna-Global consummated its IPO of 20,000,000 3,000,000 11.50 The Units were sold at a price of $ 10.00 200,000,000 802,500 10.00 8,025,000 233,450,000 230,000,000 8,050,000 8,025,000 The Company held a special meeting of its stockholders on November 28, 2022, where stockholders approved an amendment to the Trust Agreement pursuant to which the Trust Agreement was amended to extend the date on which the trustee must liquidate the Trust Account if the Company has not completed its initial business combination, from December 2, 2022 to December 2, 2023 provided that the Company deposits $ 0.045 20,630,630 10.26 211,651,029 On December 1, 2023, the Company held a special meeting of its shareholders, in lieu of its 2023 annual meeting, in a virtual format pursuant to due notice (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company shareholders entitled to vote at the 2023 Special Meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from December 2, 2023 by up to twelve (12) one-month extensions to December 2, 2024. In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the 2023 Special Meeting, holders of 1,256,713 10.76 13, 742 Following the special meeting on December 1, 2023, Canna-Global deposited $ 44,506 0.040 I n order to protect the amounts held in the Trust Account, o 10.15 10.15 The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Risks and Uncertainties Management continues evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 743 no 54,476 no Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2023, the balance in the Trust Account was $ 12,304,455 24,599,703 Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the company incurred $ 149,324 206,719 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. For the year ended December 31, 2023, the Company generated taxable income of $ 1,196,903 208,227 208,650 1,042,912 231,252 0 0 0 0 0 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 137,430 Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 11.06 10.38 As of December 31, 2023 and December 31, 2022, 1,112,657 2,369,370 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Income or Loss Per Share Net income (loss) per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income (loss) per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Anti-dilutive Basic and Diluted Earnings Per Share For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ (122,730 ) $ 919,466 Denominator: weighted average number of Class A common shares 3,129,552 21,994,765 Basic and diluted net income (loss) per Class A common share $ (0.04 ) $ 0.04 Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (225,499 ) $ 240,372 Numerator: net income (loss) $ (225,499 ) $ 240,372 Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 5,750,000 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ 0.04 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: Schedule of Fair Value Assets Measured on Recurring Basis Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 12,304,455 $ 24,599,703 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering the Company consummated on December 2, 2021, the Company sold 23,000,000 10.00 230,000,000 Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2023
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 802,500 10.00 8,025,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On July 13, 2021, the Sponsor purchased 5,750,000 25,000 750,000 20 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class B common stock for cash, securities or other property. Promissory Note — Related Party On April 12, 2021 the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 154,288 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $ 10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, there was $ 644,560 and $ 190,000 such Working Capital Loans respectively. Extension Loan — Related Party The Company will have until June 2, 2023, subject to six (6) one-month extensions to December 2, 2023 (the “Termination Date”) to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, 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 us to pay our taxes (less up to $ 100,000 On December 1, 2023, the Company held a special meeting of its shareholders, in lieu of its 2023 annual meeting, in a virtual format pursuant to due notice (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company shareholders entitled to vote at the 2023 Special Meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from December 2, 2023 by up to twelve (12) one-month extensions to December 2, 2024. In connection with approval of the Extension Amendment Proposal, the Company caused $ 0.040 44,506 1,112,657 1,369,364 106,622 This extension loan is non-interest bearing and will be due upon consummation of the initial business combination. If the Company complete the initial business combination, the Company 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 Sponsor Funding of Trust Account In order to fund the trust to the required level, the Sponsor has deposited $ 3,450,000 Representative Shares In connection with the IPO, the Company issued the Representative 57,500 The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $ 10,000 120,000 120,000 80,000 20,000 Consulting Agreement On March 15, 2022, the Company signed an agreement with Jonathan Combs, who is related to our CEO, for consulting service. The company has agreed to pay him a total of $ 7,000 21,000 63,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 The underwriters were entitled to a cash underwriting discount of $ 0.15 3,000,000 3,450,000 0.35 7,000,000 8,050,000 On December 2, 2021, the underwriters purchased an additional 3,000,000 10.00 30,000,000

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 7 – Stockholders’ Equity Preferred Shares 2,000,000 shares of preferred stock with a par value of $ 0.000001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock 200,000,000 0.000001 860,000 1,112,657 2,369,370 Class B Common stock 20,000,000 0.000001 5,750,000 20 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our Stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a Stockholders agreement or other arrangements with the Stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A Common Stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. 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 issued in the Initial Public Offering and related to the closing of a 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 then-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 Warrants The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Termination Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the filing date, the date the audited financial statements were available to issue. Based upon this review, the Company identified the following subsequent events: On January 2, 2024 the Company has deposited in the Trust Account $ 44,506 44,506 44,506 44,506

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 743 no 54,476 no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2023, the balance in the Trust Account was $ 12,304,455 24,599,703
Franchise Tax	Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the company incurred $ 149,324 206,719
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. For the year ended December 31, 2023, the Company generated taxable income of $ 1,196,903 208,227 208,650 1,042,912 231,252 0 0 0 0 0
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 137,430
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 11.06 10.38 As of December 31, 2023 and December 31, 2022, 1,112,657 2,369,370
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Net Income or Loss Per Share	Net Income or Loss Per Share Net income (loss) per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income (loss) per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Anti-dilutive Basic and Diluted Earnings Per Share For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ (122,730 ) $ 919,466 Denominator: weighted average number of Class A common shares 3,129,552 21,994,765 Basic and diluted net income (loss) per Class A common share $ (0.04 ) $ 0.04 Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (225,499 ) $ 240,372 Numerator: net income (loss) $ (225,499 ) $ 240,372 Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 5,750,000 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ 0.04
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: Schedule of Fair Value Assets Measured on Recurring Basis Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 12,304,455 $ 24,599,703
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share	Schedule of Anti-dilutive Basic and Diluted Earnings Per Share For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ (122,730 ) $ 919,466 Denominator: weighted average number of Class A common shares 3,129,552 21,994,765 Basic and diluted net income (loss) per Class A common share $ (0.04 ) $ 0.04 Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (225,499 ) $ 240,372 Numerator: net income (loss) $ (225,499 ) $ 240,372 Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 5,750,000 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ 0.04
Schedule of Fair Value Assets Measured on Recurring Basis	Schedule of Fair Value Assets Measured on Recurring Basis Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 12,304,455 $ 24,599,703

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)					12 Months Ended
	Dec. 02, 2023	Nov. 28, 2022	Dec. 02, 2021	Nov. 30, 2021	Dec. 31, 2023	Jan. 02, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Date of incorporation					Apr. 12, 2021
Initial public offering price per unit					$ 10.15
Deferred underwriting commission					$ 8,050,000		$ 8,050,000
Stock transaction description			Each Unit consists of one share of Class A common stock of the Company, par value $0.000001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1
Proceeds from offering and private placement			$ 233,450,000
Cash					743		$ 54,476
Working capital					$ 3,157,764
Fair market value on assets held in trust percentage					80%
Expenses payable on dissolution					$ 100,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Minimum net tangible asset upon consummation of business combination					$ 5,000,001
Maximum [Member]
Property, Plant and Equipment [Line Items]
Initial public offering price per unit					$ 10.15
Post Business Combination [Member]
Property, Plant and Equipment [Line Items]
Business acquisition, voting interest rate					The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
Trust Agreement [Member]
Property, Plant and Equipment [Line Items]
Business combination price per share		$ 0.045
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Initial public offering price per unit	$ 10.76	$ 10.26	$ 11.50	$ 11.50	$ 18
Common stock, par value			0.000001		0.000001		$ 0.000001
Exercise of stock options, shares	1,256,713	20,630,630
Exercise of stock options	$ 13	$ 211,651,029
Common Class A [Member] \| Trust Account [Member]
Property, Plant and Equipment [Line Items]
Deposits						$ 44,506
Temporary equity, price per share	$ 0.040					$ 0.040
IPO [Member]
Property, Plant and Equipment [Line Items]
Issuance of shares				20,000,000
Initial public offering price per unit			$ 10	$ 10	$ 10
Proceeds from issuance initial public offering			$ 230,000,000	$ 200,000,000
Transaction costs				11,885,300	$ 15,335,300
Deferred underwriting commission				8,050,000
Stock transaction description			Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share
Cash underwriting fees					3,450,000
Deferred underwriting fees					8,050,000
Transaction cost funded to trust account					3,450,000
Other costs					385,300
Sale of stock unit purchase price, shares			23,000,000
IPO [Member] \| Canna Global LLC [Member]
Property, Plant and Equipment [Line Items]
Deferred underwriting commission				$ 8,050,000
IPO [Member] \| Trust Account [Member]
Property, Plant and Equipment [Line Items]
Cash					$ 853,288
Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Issuance of shares			3,000,000	3,000,000
Initial public offering price per unit			$ 10
Proceeds from issuance initial public offering			$ 30,000,000
Underwriting fees			$ 450,000
Sale of stock unit purchase price, shares				3,000,000
Private Placement [Member]
Property, Plant and Equipment [Line Items]
Issuance of shares			90,000	712,500
Initial public offering price per unit				$ 10
Proceeds from private placement			$ 900,000	$ 7,125,000
Private Placement [Member] \| Canna Global LLC [Member]
Property, Plant and Equipment [Line Items]
Issuance of shares				802,500
Initial public offering price per unit				$ 10
Proceeds from issuance initial public offering				$ 230,000,000
Proceeds from private placement				8,025,000
Proceeds from offering and private placement				$ 233,450,000
Private Placement [Member] \| Sponsor [Member]
Property, Plant and Equipment [Line Items]
Issuance of shares				802,500
Initial public offering price per unit				$ 10
Proceeds from private placement				$ 8,025,000

Schedule of Anti-dilutive Basic

Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Common Class A [Member]
Numerator: net income (loss)	$ (122,730)	$ 919,466
Weighted average number of shares outstanding - basic	3,129,552	21,994,765
Weighted average number of shares outstanding - diluted	3,129,552	21,994,765
Net income (loss) per common stock - basic	$ (0.04)	$ 0.04
Net income (loss) per common stock - diluted	$ (0.04)	$ 0.04
Non-Redeemable Class B Common Shares [Member]
Numerator: net income (loss)	$ (225,499)	$ 240,372
Weighted average number of shares outstanding - basic	5,750,000	5,750,000
Weighted average number of shares outstanding - diluted	5,750,000	5,750,000
Net income (loss) per common stock - basic	$ (0.04)	$ 0.04
Net income (loss) per common stock - diluted	$ (0.04)	$ 0.04

Schedule of Fair Value Assets M

Schedule of Fair Value Assets Measured on Recurring Basis (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Cash and marketable securities held in trust account	$ 12,304,455	$ 24,599,703
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash and marketable securities held in trust account	$ 12,304,455	$ 24,599,703

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash	$ 743	$ 54,476
Cash equivalents	0	0
Cash and marketable securities held in trust account	12,304,455	24,599,703
Franchise payable		206,719
Taxable income	1,196,903	1,042,912
Accured income tax expense	208,227	231,252
Prepaid income tax	208,650
Operating loss carryforward	0	0
Valuation allowance	0	0
Deferred tax asset	0	$ 0
Excise tax payable	137,430
Intangible asset net	$ 5,000,001
Redemption price per share	$ 11.06	$ 10.38
Cash insured with federal insurance	$ 250,000
Common Class A [Member]
Subject to possible redemption shares	1,112,657	2,369,370
GERMANY
Franchise payable	$ 149,324	$ 206,719

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Dec. 02, 2021	Nov. 30, 2021	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share			$ 10.15
Stock transaction description	Each Unit consists of one share of Class A common stock of the Company, par value $0.000001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1
Exercise price			0.01
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock unit purchase price, shares	23,000,000
Shares issued, price per share	$ 10	$ 10	$ 10
Proceeds from initial public offering	$ 230,000,000	$ 200,000,000
Stock transaction description	Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share
Exercise price	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Dec. 02, 2021	Nov. 30, 2021	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Issuance price per share			$ 10.15
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares	90,000	712,500
Issuance price per share		$ 10
Proceeds from private placement	$ 900,000	$ 7,125,000
Private Placement [Member] \| Canna Global LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares		802,500
Issuance price per share		$ 10
Proceeds from private placement		$ 8,025,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)					12 Months Ended
Related Party Transactions (Details Narrative) - USD ($)	Mar. 15, 2022	Dec. 02, 2021	Nov. 30, 2021	Jul. 13, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 02, 2023	Jan. 02, 2023	Apr. 12, 2021
Related Party Transaction [Line Items]
Expenses payable on dissolution					$ 100,000
Extension loan					1,369,364	$ 106,622
Sponsor fees					10,000
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Sponsor fees					120,000	120,000
Sponsor fees paid					80,000	20,000
Consulting Agreement [Member] \| Jonathan Combs [Member]
Related Party Transaction [Line Items]
Payment to consulting	$ 7,000				$ 21,000	63,000
Private Placement [Member]
Related Party Transaction [Line Items]
Issuance of shares		90,000	712,500
Debt instrument conversion price per shares					$ 10
IPO [Member]
Related Party Transaction [Line Items]
Issuance of shares			20,000,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Issuance of shares		3,000,000	3,000,000
Representative shares, shares		57,500
Sponsor [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount					$ 1,500,000
Debt instrument conversion price per shares					$ 10
[custom:WorkingCapitalLoans-0]					$ 644,560	$ 190,000
Sponsor [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Deposits in trust account					$ 3,450,000
Unsecured Promissory Note [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Principal amount		$ 154,288							$ 300,000
Common Class B [Member]
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares					20%
Common stock, shares outstanding					5,750,000	5,750,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding					860,000	860,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Related party transactions description				The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class B common stock for cash, securities or other property.
Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Issuance of shares				5,750,000
Issuance of shares, value				$ 25,000
Share issued for forfeiture				$ 750,000
Percentage of issued and outstanding shares				20%
Trust Account [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Temporary equity, price per share							$ 0.040	$ 0.040
Common stock, value outstanding							$ 44,506
Common stock, shares outstanding							1,112,657
Deposits in trust account								$ 44,506

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)			12 Months Ended
Commitments and Contingencies (Details Narrative) - USD ($)	Dec. 02, 2021	Nov. 30, 2021	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Initial public offering price per unit			$ 10.15
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares	3,000,000	3,000,000
Initial public offering price per unit	$ 10
Proceeds from equity or sales	$ 30,000,000
Over-Allotment Option [Member] \| Underwriters Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares			3,000,000
Initial public offering price per unit			$ 0.15
Cash underwriting discount			$ 3,000,000
Cash underwriting discount were exercised			$ 3,450,000
Deferred fees, per share			$ 0.35
Deferred underwriting commissions in initial public offering			$ 7,000,000
Deferred underwriting commissions were exercised			$ 8,050,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	12 Months Ended
Stockholders’ Equity (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 02, 2023	Dec. 31, 2022	Nov. 28, 2022	Dec. 02, 2021	Nov. 30, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	2,000,000		2,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.000001		$ 0.000001
Preferred Stock, Shares Outstanding	0		0
Percentage of issued and outstanding shares	20%
Shares issued, price per share	$ 10.15
Exercise price of warrants	$ 0.01
Warrant redemption, description	if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000		200,000,000
Common stock, par value	$ 0.000001		$ 0.000001		$ 0.000001
Common stock, shares issued	860,000		860,000
Common stock, shares outstanding	860,000		860,000
Subject to possible redemption shares	1,112,657		2,369,370
Shares issued, price per share	$ 18	$ 10.76		$ 10.26	$ 11.50	$ 11.50
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000		20,000,000
Common stock, par value	$ 0.000001		$ 0.000001
Common stock, shares issued	5,750,000		5,750,000
Common stock, shares outstanding	5,750,000		5,750,000
Percentage of issued and outstanding shares	20%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	May 02, 2024	Apr. 02, 2024	Mar. 02, 2024	Feb. 02, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposited in trust account	$ 44,506	$ 44,506	$ 44,506	$ 44,506