CERo Therapeutics (CERO) 10-K2 Apr 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 01, 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	CERO THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001870404
Entity File Number	001-40877
Entity Tax Identification Number	81-4182129
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	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 2,688,948
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	201 Haskins Way
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
Entity Phone Fax Numbers [Line Items]
City Area Code	(215)
Local Phone Number	731-9450
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		14,723,565
Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CERO
Security Exchange Name	NASDAQ
Warrants to purchase one share of Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Common Stock
Trading Symbol	CEROW
Security Exchange Name	NASDAQ

Audit Information

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	Citrin Cooperman & Company, LLP
Auditor Firm ID	2468
Auditor Location	New York

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 96,873	$ 475,870
Prepaid expenses and other assets	27,426	225,188
Money market funds held in Trust Account	8,436,311
Restricted cash held in Trust Account		41,665,974
TOTAL ASSETS	8,560,610	42,367,032
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,535,084	1,653,120
Income tax payable	23,633	599,159
Shareholder redemption liability		27,842,747
Excise tax payable	56,389
Due to Affiliate	3,315	3,315
Total current liabilities	5,173,421	30,748,341
LONG TERM LIABILITIES
Deferred underwriting fee payable	9,150,000	9,150,000
Total liabilities	14,323,421	39,898,341
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Class A Common stock subject to possible redemption, $0.0001 par value, 764,957 and 1,288,298 shares at redemption value of $11.03 and $10.26 per share as of December 31, 2023 and 2022, respectively	8,436,311	13,468,845
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(14,199,669)	(11,000,701)
Total stockholders’ deficit	(14,199,122)	(11,000,154)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	8,560,610	42,367,032
Class A Common Stock
STOCKHOLDERS’ DEFICIT
Common stock value	547	88
Class B Common Stock
STOCKHOLDERS’ DEFICIT
Common stock value		459
Related Party
CURRENT LIABILITIES
Working capital loan – related party	$ 1,555,000	$ 650,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	764,957	1,288,298
Common stock subject to possible redemption value, price per share (in Dollars per share)	$ 11.03	$ 10.26
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, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	5,481,250	885,000
Common stock, shares outstanding	5,481,250	885,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	0	4,596,250
Common stock, shares outstanding	0	4,596,250

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 2,892,935	$ 2,841,391
Franchise tax	40,050	64,050
Loss from operations	(2,932,985)	(2,905,441)
Other income:
Interest income earned on marketable securities held in Trust Account	491,571	2,836,864
Total other income	491,571	2,836,864
Loss before provision for income taxes	(2,441,414)	(68,577)
Provision for income taxes	(94,819)	(599,159)
Net loss	$ (2,536,233)	$ (667,736)
Class A Common Stock
Other income:
Weighted average shares outstanding (in Shares)	4,224,247	17,896,428
Basic net loss per share (in Dollars per share)	$ (0.39)	$ (0.03)
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	2,304,421	4,596,250
Basic net loss per share (in Dollars per share)	$ (0.39)	$ (0.03)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock
Diluted net loss per share	$ (0.39)	$ (0.03)
Class B Common Stock
Diluted net loss per share	$ (0.39)	$ (0.03)

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	$ 88	$ 459		$ (7,670,412)	$ (7,669,865)
Balance (in Shares) at Dec. 31, 2021	885,000	4,596,250
Accretion for Class A Common Stock Subject to Redemption				(2,662,553)	(2,662,553)
Net income (loss)				(667,736)	(667,736)
Balance at Dec. 31, 2022	$ 88	$ 459		(11,000,701)	(11,000,154)
Balance (in Shares) at Dec. 31, 2022	885,000	4,596,250
Accretion for Class A Common Stock Subject to Redemption				(606,346)	(606,346)
Excise tax liability accrued for Class A common stock redemptions				(56,389)	(56,389)
Conversion of Class B common stock to Class A common stock	$ 459	$ (459)
Conversion of Class B common stock to Class A common stock (in Shares)	4,596,250	(4,596,250)
Net income (loss)				(2,536,233)	(2,536,233)
Balance at Dec. 31, 2023	$ 547			$ (14,199,669)	$ (14,199,122)
Balance (in Shares) at Dec. 31, 2023	5,481,250

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 loss	$ (2,536,233)	$ (667,736)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned on marketable securities held in Trust Account	(491,571)	(2,836,864)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	197,762	254,831
Income tax payable	(575,526)	599,159
Accounts payable and accrued expenses	1,881,964	1,638,687
Franchise tax payable		(80,324)
Net cash used in operating activities	(1,523,604)	(1,092,247)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account for taxes	752,300	144,544
Investment of restricted cash into marketable securities in the Trust Account	(14,335,919)	(325,000)
Cash withdrawn from Trust Account in connection with Class A common stock redemption	5,638,879	181,019,852
Net cash provided by investing activities	(7,944,740)	180,839,396
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note - related party	905,000	650,000
Redemption of Class A common stock	(33,481,627)	(139,353,878)
Net cash used in financing activities	(32,576,627)	(138,703,878)
NET CHANGE IN CASH AND RESTRICTED CASH	(42,044,971)	41,043,271
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD	42,141,844	1,098,573
CASH AND RESTRICTED CASH, END OF PERIOD	96,873	42,141,844
Supplemental cash flow information:
Cash paid for income taxes	670,345
Supplemental disclosure of noncash activities:
Accretion of Class A common stock subject to possible redemption	606,346	2,662,553
Shareholder redemption liability		27,842,747
Conversion of Class B common to Class A common	(459)
Excise tax liability accrued for Class A common stock redemptions	$ 56,389

Description of Organization and

Description of Organization and Business Operations and Liquidity	12 Months Ended
	Dec. 31, 2023
Description of Organization and Business Operations and Liquidity [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 — Description of Organization and Business Operations and Liquidity Phoenix Biotech Acquisition Corp. (the “Company”) was incorporated in Delaware on June 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO and placed in the Trust Account (defined below). The registration statement for the Company’s IPO was declared effective on October 5, 2021. On October 8, 2021, the Company consummated the IPO of 15,500,000 units (“Units”) (with respect to the Class A common stock included in the Units being offered (the “Public Shares”)) at $10.00 per Unit generating gross proceeds of $155,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 845,000 units (“Private Placement Units”) (with respect to the Class A common stock included in the Private Placement Units offered, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Phoenix Biotech Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), generating gross proceeds of $8,450,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 2,000,000 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $20,000,000 and incurring additional offering costs of $1,400,000 in underwriting fees, all of which are deferred until the completion of the Company’s initial business combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 40,000 Private Placement Units to the Sponsor and CCM, generating gross proceeds of $400,000. Offering costs for the IPO and exercise of the overallotment option amounted to $12,729,318, consisting of $2,635,000 of underwriting fees, $9,150,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $944,318 of other costs. As described in Note 6, the $9,150,000 of deferred underwriting fees payable is contingent upon the consummation of a business combination by January 8, 2024, subject to the terms of the underwriting agreement. Following the closing of the IPO, $178,500,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, the Overallotment Units and the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-transaction 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 the Company will be able to successfully effect a business combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a business combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares 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 Company’s business combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Charter”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to a business combination. If the Company seeks stockholder approval of the business combination, the Company will proceed with a business combination if a majority of the shares voted are voted in favor of the business combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a business combination. If, however, stockholder approval of the transaction is required by 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), Private Placement Shares and any Public Shares purchased during or after the IPO 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, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination within the business combination period, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. On December 16, 2022, the Company held a special meeting of its stockholders (the “First Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “First IMTA Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated October 5, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, and an amendment to the Company’s Charter (the “First Charter Amendment”), to extend the business combination period up to three times for three months each time (the “First Extension”). In connection with the First Special Meeting, the Sponsor agreed that if the First Charter Amendment and the First IMTA Amendment were approved at the First Special Meeting, the Sponsor, or one or more of its affiliates, members or third-party designees (in such capacity, the “Lender”), would lend to the Company up to $1,500,000 to be deposited into the Trust Account established in connection with the IPO. Accordingly, on December 20, 2022, the Company issued an unsecured promissory note in the principal amount of $1,500,000 (the “Promissory Note”) to the Lender, pursuant to which the Lender agreed to loan to the Company up to $1,500,000 in connection with the extension of the date by which the Company has to consummate an initial Business Combination. In connection with the approval of the Extension, holders of 16,211,702 Public Shares exercised redemption rights. As a result, following the satisfaction of such redemptions, as of December 31, 2022, the Company had 2,173,298 shares of Class A common stock outstanding, of which (i) 1,288,298 were Public Shares, which were entitled to receive a pro rata portion of the remaining funds in the Trust Account in connection with its initial Business Combination, a liquidation or certain other events, and (ii) 885,000 were Private Placement Shares, which did not have redemption rights. On March 31, 2023, May 8, 2023 and June 30, 2023, the Company deposited $100,000, $125,000 and $150,000 into the Trust Account in connection with the First Extension. On July 7, 2023, the Company held a special meeting of its stockholders (the “Second Special Meeting”). At the Second Special Meeting, the Company’s stockholders approved an amendment to the IMTA, as amended by the IMTA Amendment (the “Second IMTA Amendment”), and an amendment to the Company’s Charter, as amended by the Charter Amendment (the “Second Charter Amendment”), to extend the business combination period for up to six times for one month each time (the “Second Extension”). On July 7, 2023, July 28, 2023, September 1, 2023, October 4, 2023, November 2, 2023 and November 30, 2023, the Company deposited $37,052, $8,846, $22,949, $22,949, $22,949 and $22,949 into the Trust Account in connection with the Second Extension. As a result of the deposits described above, such payments and accrual of interest, the balance in the Trust Account as of December 31, 2023 is approximately $8.4 million. If the Company is unable to complete a business combination by January 8, 2024 (as extended) (the “business 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 us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a business combination within the business combination period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the business combination period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a business combination within the business 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement with CERo Therapeutics, Inc. (“CERo”) On June 4, 2023, the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), by and among the Company, PBCE Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and CERo. Immediately after the merger, the Company changed its name from Phoenix Biotech Acquisition Corporation to CERo Therapeutics Holdings, Inc. At the effective time (the “Effective Time”) of the of the merger between Merger Sub and CERo (the “Business Combination”), (i) each outstanding share of CERo common stock, par value $0.0001 per share (the “CERo common stock”), will be cancelled and converted into (a) the right to receive a number of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), equal to $50,000,000, minus divided divided multiplied dividing multiplied divided multiplied divided NASDAQ Notice On April 3, 2023, the Company received a letter (the “Letter”) from the staff at The Nasdaq Global Market (“Nasdaq”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In order to bring the Company into compliance with the MVLS requirement, on July 3, 2023, the Sponsor elected to effect the Conversion. As of the date hereof, there are 6,246,207 shares of Class A common stock and no shares of Class B common stock issued and outstanding and entitled to vote. On September 7, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq Global Market. The Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company has submitted a plan to regain compliance with the Minimum Public Holders Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The MVLS deficiency was cured by the conversion of the Class B common stock into Class A common stock because the Class A common stock held by Sponsor count towards satisfying such requirement. The Company submitted a “plan of compliance” to NASDAQ indicating that the Company was aiming to be able to cure the deficiency upon closing of the Business Combination. Nasdaq has not responded. Inflation Reduction Act of 2022 (the “IR Act”) 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 stockholders 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. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. On July 17, 2023, the Company redeemed 523,341 shares of Class A common stock tendered for redemption by the Public Stockholders for a total redemption amount of $5,638,879 in connection with the implementation of the Extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies” to determine whether the Company should currently recognize an excise tax obligation associated therewith. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. Contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated whether a United States excise tax obligation should be recognized currently related to the stock redemption and concluded that this obligation should be recognized. As of December 31, 2023, the Company recorded $56,389 of excise tax liability calculated as 1% of shares redeemed on July 17, 2023. Any reduction to this liability resulting from either a subsequent stock issuance or an event giving rise to an exception that occurs within this tax year, will be recognized in the period (including an interim period) that such stock issuance or event giving rise to an exception occurs. Liquidity and Going Concern As of December 31, 2023, the Company had $96,873 in its operating bank accounts, $8,436,311 in marketable securities held in the Trust Account to be used for a business combination or to repurchase or redeem its Public Shares in connection therewith and a working capital deficit of $5,049,122. On May 9, 2023, the Company received a notice from the IRS stating an additional $182,308 of federal income taxes were due by May 22, 2023. The Company made this payment on June 23, 2023. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its research and development (“R&D”) activities and meet its obligations on a timely basis. Since inception, the Company has incurred net losses and operating cash flow deficits, resulting in an accumulated deficit of $14.2 million as of December 31, 2023. On February 14, 2024, the Company acquired the assets of CERo Therapeutics, Inc., closed a private placement with gross proceeds of $9.98 million, and assumed the R&D operations of CERo Therapeutics. Additional funds are necessary to maintain current operations and to continue R&D activities. However, there can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities and planned regulatory filings with the Food and Drug Administration (“FDA”). If the Company is unable to obtain necessary funds, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on the Company’s business, results of operations, and prospects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities 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
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 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Reclassifications Certain prior year amounts have been reclassified due to an immaterial correction of an error and for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. An adjustment for $244,777 has been made to Class A common stock subject to possible redemption and Accumulated deficit as of December 31, 2022 to correct the total amount redeemable to stockholders. In the Form 10-Q for three months ended March 31, 2023, the Company discovered an error in the Statement of Cash Flows for the presentation of restricted cash. The error was not corrected and persisted in the statements of cash flows in the quarterly reports on 10-Q for the three months ended June 30, 2023 and September 30, 2023. These errors had no impact on the balance sheets or the statements of operations in those periods. This error is corrected in the statement of cash flows in the Company’s December 31, 2023 audited financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. 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. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of December 31, 2023 and 2022, the Company had $0 and $41,665,974 in restricted cash, respectively. The restricted cash as of December 31, 2022 was intended to satisfy stockholder redemption payments. The cash and restricted cash balances included in the balance sheets as of December 31, 2023 and 2022, are comprised of the following: December 31, 2023 2022 Cash $ 96,873 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 96,873 $ 42,141,844 Money Market Funds Held in Trust Account At December 31, 2023, the assets held in Trust Account were held in money market funds that invested in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. 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 investments held in the Trust Account and interest earned on marketable securities are included in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the First Charter Amendment, the Company’s stockholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, payments for 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true-up payment of $1,361,646 for a total liability of $27,842,747 were subsequently paid to redeeming stockholders on January 3, 2023. Therefore, a portion of the total redemption payment has been classified as a stockholder redemption liability in the accompanying balance sheet as of December 31, 2022. Offering Costs Associated with the IPO Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO. 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 Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), 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 statement 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. There were no No Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision benefit for income taxes is comprised of the following: December 31, December 31, Current expense $ (94,819 ) $ (599,159 ) Deferred tax benefit — — Change in valuation allowance — — Total income tax (expense) benefit $ (94,819 ) $ (599,159 ) The net deferred tax assets in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 607,516 $ 596,692 Deferred tax liabilities — — Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Net deferred tax assets $ — $ — The deferred tax assets as of December 31, 2023 and 2022 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, General and administration expenses before business combination $ 607,516 $ 596,692 Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Total $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, projected future taxable income and tax planning strategies in making this assessment. For the year ended December 31, 2023 and 2022, the valuation allowance was $607,516 and $596,692, respectively. A reconciliation of the statutory federal income tax provision (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance (17.33 )% 852.7 % Income tax provision (benefit) 3.67 % 873.7 % Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 764,957 and 1,288,298 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Less: Redemption (5,638,880 ) Plus: Accretion of carrying value to redemption value 606,346 Class A common stock subject to possible redemption, December 31, 2023 $ 8,436,311 Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Class B common stock” or the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase an aggregate of 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At December 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants were excluded from diluted net income per share for the year ended December 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ (1,641,020 ) $ (895,213 ) $ (531,288 ) $ (136,448 ) Denominator: Weighted average shares outstanding 4,224,247 2,304,421 17,896,428 4,596,250 Basic and diluted net income per share $ (0.39 ) $ (0.39 ) $ (0.03 ) $ (0.03 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging Recent Accounting Pronouncements 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 yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	12 Months Ended
Initial Public Offering and Over-Allotment	Dec. 31, 2023
Initial Public Offering and Over-Allotment [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 17,500,000 units (including 2,000,000 units as part of the underwriter’s partial exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one Public Share, and a Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement Warrants

Private Placement Warrants	12 Months Ended
Private Placement Warrants	Dec. 31, 2023
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4 — Private Placement Warrants On October 8, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of the Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $8,850,000. The Private Placement Units were purchased by Cantor (155,000 Units), CCM (30,004 Units) and the Sponsor (699,996 Units). Each whole Private Placement Unit consists of one Private Placement Share and one-half of a redeemable warrant (“Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO to be 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 will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

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 September 18, 2021, the Sponsor provided funds to pay for certain costs totaling $25,000 on behalf of the Company as consideration for 4,598,750 Founder Shares. Later in September 2021, the Company effected a 0.017 for 1 stock dividend for each Founder Share outstanding, and, as a result, the Sponsor held 4,679,125 Founder Shares following the stock dividend. As a result, the Company’s shares have been retroactively adjusted for this stock dividend; however, due to the shares being closely held the corresponding earnings have not been capitalized from retained earnings. The Sponsor agreed to forfeit up to 592,875 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriter. Since the underwriter exercised the over-allotment option only in part, the Sponsor forfeited 82,875 Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (a) one year after the completion of a business combination and (b) subsequent to a business combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) 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, share 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. On July 3, 2023, the Sponsor delivered a notice of conversion of an aggregate of 4,596,250 Founder Shares into an equal number of shares of Class A common stock. Such Founder Shares were subsequently converted into Class B common stock. Related Party Loans On June 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note which was amended on September 10, 2021 (as amended, the “Note”). This loan is non-interest-bearing. There was no balance on the Note as of December 31, 2023 and 2022. In addition, 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”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. On December 13, 2022, the Company entered into a promissory note with the Sponsor. In order to fund ongoing operations, the Sponsor will loan up to $1,500,000 to the Company. The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of an initial business combination and (b) the Company’s liquidation. In the event that the Company does not consummate an initial business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. On December 8, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $1,600,000. All other material terms of the Promissory Note remain in full force and effect. On May 8, 2023, June 9, 2023, September 12, 2023 and December 18, 2023, the sponsor loaned the company $250,000, $275,000, $220,000 and $160,000 under the Promissory Note in connection with extensions of the Company’s liquidation date, respectively. As of December 31, 2023 and 2022, there was $1,555,000 and $650,000 in borrowings under the Working Capital Loans, respectively. Consulting Services The Company entered into an agreement, commencing on the date of its listing on Nasdaq, to pay the spouse of the Company’s Chief Executive Officer a monthly consulting fee of $15,000 for assisting the Company in identifying and evaluating potential acquisition targets. Upon completion of the Company’s initial business combination or the Company’s liquidation, the Company’s will cease paying these monthly fees. The payments ended on December 31, 2022 in connection with the approval of the Charter Amendment. For the year ended December 31, 2023, $0 has been incurred under this agreement. For the year ended December 31, 2022, $180,000 has been incurred under this agreement, respectively. Advisory Services The Company engaged CCM, an affiliate of the Company, the Sponsor and/or certain of its directors and officers, to provide consulting and advisory services in connection with the IPO, for which it was entitled to a fee in an amount equal to $465,000, which was paid to CCM upon the closing of the IPO, and $1,162,500, which will be paid to CCM upon the closing of the Company’s initial business combination. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. Support Services The Company entered into an agreement, commencing on the date of its listing on Nasdaq through the earlier of the consummation of a business combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $20,000 for office space, secretarial and administrative services. Payments under the agreement were suspended on December 31, 2022 and reinstated on March 31, 2023. For the year ended December 31, 2023, $200,000 has been incurred under this agreement. For the year ended December 31, 2022, $240,000 has been incurred under this agreement, respectively. As of December 31, 2023, there was a $75,000 outstanding balance owed to the Sponsor.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on October 5, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 2,325,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 8, 2021, the underwriter partially exercised its over-allotment option and purchased 2,000,000 units at $10.00 per unit. The underwriter was paid a cash underwriting discount of $0.20 per unit, or $3,100,000 in the aggregate at the closing of the IPO, of which $465,000 was reimbursed to the Company to pay for additional advisors. The underwriter agreed to defer any additional fees related to the exercise of the over-allotment option until the Company completes a business combination. As such, $400,000 of additional underwriting fees related to the over-allotment have been deferred. In addition, the underwriter is entitled to deferred underwriting commissions of $0.50 per unit, or $8,750,000 ($9,150,000 in the aggregate when including the $400,000 noted above) from the closing of the IPO. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. Business Combination Agreement On June 4, 2023, the Company entered into the Business Combination Agreement. At the Effective Time, (i) each outstanding share of CERo common stock will be cancelled and converted into (a) the right to receive a number of shares of Class A common stock, equal to $50,000,000, minus divided divided multiplied dividing multiplied divided multiplied divided Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor, as the sole holder of the Class B common stock, and each of the Company’s officers and directors entered into a support agreement with the Company and CERo (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of its shares of Class B common stock (together with any other equity securities of the Company that it holds of record or beneficially, as of the date of the Sponsor Support Agreement, or of which it acquires record or beneficial ownership after the date thereof, the “Subject Company Shares”) (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that the Company and CERo agreed in the Business Combination Agreement shall be submitted at such meeting for approval by the Company’s stockholders (together with the proposal to obtain the Company Stockholder Approval, the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits the Sponsor from, among other things and subject to certain exceptions, transferring any Subject Company Shares held by the Sponsor or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing its obligations under the Sponsor Support Agreement, until the earlier of the Closing or the termination of the Sponsor Support Agreement according to its terms. On July 3, 2023, the Sponsor delivered notice of conversion of an aggregate of 4,596,250 shares of Class B common stock into an equal number of shares of Class A common stock. Following the Conversion, the Sponsor held an aggregate of 5,296,246 shares of Class A common stock, all of which are subject to the Sponsor Support Agreement. CERo Support Agreements In connection with the execution of the Business Combination Agreement, certain CERo stockholders (the “CERo Supporting Stockholders”) entered into support agreements with CERo (the “CERo Support Agreements”). Under the CERo Support Agreements, each CERo Supporting Stockholder agreed as promptly as practicable following the time at which the Registration Statement/Proxy Statement shall have been declared effective and made available to such CERo Supporting Stockholders, to execute and deliver a written consent with respect to all outstanding shares of CERo common stock and CERo preferred stock held by such CERo Supporting Stockholder (the “Subject CERo Shares”) approving the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). In addition to the foregoing, each CERo Supporting Stockholder agreed that, at any meeting of the holders of CERo capital stock, each such CERo Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject CERo Shares to be counted as present thereat for purposes of calculating a quorum and voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby (including the Business Combination), and any other matters necessary or reasonably requested by CERo for consummation of the Business Combination, and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement (including the Business Combination).

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2023
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Common Stock Class A common stock Class B common stock Prior to the consummation of an initial business combination, only holders of shares of Class B common stock will have the right to vote on the election of directors. Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders. Preferred stock Warrants — Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading-day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until after the completion of a business combination, subject to certain limited exceptions. The Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices, other than as set forth below. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a business combination on the date of the consummation of a business combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s common stock during the 20-trading-day period starting on the trading day prior to the day on which the Company consummates a business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2022 there were no assets or liabilities measured at fair value. December 31, 2023 Level Quoted Significant Significant Assets: Money Market Funds 1 $ 8,436,311 — —

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, other than described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On January 3, 2024, the Company held a special meeting of stockholders (the “Third Special Meeting”). At the Third Special Meeting, the Company’s stockholders approved an amendment (the “Third IMTA Amendment”) to the IMTA, as amended by the First IMTA Amendment and the Second IMTA Amendment, and an amendment (the “Third Charter Amendment”) to the Charter, as amended by the First Charter Amendment and the Second Charter Amendment, to extend the business combination period up to three times for one month each time (the “Third Extension”). In connection with the approval of the Third Extension, the Sponsor deposited $22,600 in the Trust Account, and holders of 11,625 Public Shares exercised redemption rights requiring the Company to make a series of payments of an aggregate of $128,133 for an aggregate $11.02 per redeemed share. As a result, following satisfaction of such redemptions, the Company had 6,234,582 shares of Class A common stock outstanding, of which (i) 753,332 were Public Shares, which were entitled to receive a pro rata portion of the remaining funds in the Company’s Trust Account in connection with its initial Business Combination, a liquidation or certain other events, (ii) 4,596,250 were Class A common stock issued upon the conversion of an equal number of shares of the Class B common stock, which did not have redemption rights, and (iii) 885,000 were Private Placement Shares, which did not have redemption rights. As a result of the deposit described above, such payments and accrual of interest, the balance in the trust account as of the last extension payment was approximately $8.4 million. Business Combination On February 5, 2024, the parties entered into Amendment No. 1 to the Business Combination Agreement to, among other things, (i) remove the minimum cash condition, (ii) modify the stock-price based milestones such that (a) the trading price condition for the First Level Earnout Target shall be reset from $12.50 to 125% of the reset Conversion Price of the Series A Preferred Stock and (b) the trading price condition for the Second Level Earnout Target shall be reset from $15.00 to 150% of the reset Conversion Price of the Series A Preferred Stock, and (iii) increase the aggregate number of shares of Class A common stock issuable to the stockholders of CERo in connection with the Business Combination from 4,651,704 shares to 5,000,000 shares. Such number of shares is in addition to up to 1,200,000 shares issuable upon satisfaction of certain earn-out conditions and 382,651 shares issuable upon exercise of rollover options or warrants. On February 8, 2024, the Company held a special meeting of stockholders (the “Fourth Special Meeting”). At the Fourth Special Meeting, the Company’s stockholders adopted and approved (i) the Business Combination Agreement, pursuant to which Merger Sub merged with and into CERo, with CERo surviving as a wholly-owned subsidiary of the Company and approved the Business Combination and the other transactions and ancillary documents contemplated by and required for the Business Combination; (ii) on a non-binding advisory basis, certain changes to the Charter, including the name change to CERo Therapeutics Holdings, Inc., share authorizations, and others; (iii) the issuance of Class A common stock to CERo stockholders pursuant to the Business Combination Agreement; (iv) the election of five directors; and (v) the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan, contingent of the consummation of the Business Combination. In connection with the approval of the Business Combination, holders of 671,285 shares of Class A common stock, exercised redemption rights. As a result, following satisfaction of such redemptions, we had 5,563,297 shares of Class A common stock outstanding, of which (i) 82,047 were shares of Class A common stock issued to the public in our IPO, which shares of Class A common stock were entitled to receive a pro rata portion of the remaining funds in our Trust Account in connection with its initial business combination, a liquidation or certain other events, (ii) 4,596,250 were shares of Class A common stock issued upon the conversion of an equal number of shares of our Class B common stock acquired by Sponsor prior to our IPO, which shares of Class A common stock did not have redemption rights, and (iii) 885,000 were shares of Class A common stock included in the private placement units acquired in the private placement by the Sponsor and other investors concurrent with our IPO, which shares of Class A common stock did not have redemption rights. On February 14, 2024, we made a series of payments of an aggregate of $7,456,463.30 to holders of redeemed Class A common stock (an aggregate of $11.11 per redeemed share). On February 13, 2024, the parties entered into Amendment No. 2 to the Business Combination Agreement to create two additional pools of earnout shares of Class A common stock, one pool of which contained 875,000 shares, which were fully vested at closing of the Business Combination and which were issued as an offset to the agreement by Sponsor to forfeit an offsetting number of shares, and one pool of which will contain 1,000,000 shares, which will be fully vested upon the achievement of certain regulatory milestone-based earnout targets and make certain other technical changes to the timing and process for issuance of the 1,200,000 shares of Class A common stock subject to the other earn-out conditions set forth in the Business Combination Agreement. The Business Combination closed on February 14, 2024, at which time the following occurred: 1. Each outstanding share of the Company’s preferred stock was converted into the number of shares of Class A common stock calculated by dividing the liquidation preference by $10.00. 2. Each outstanding share of the Company’s common stock was converted into the number of shares of Class A common stock calculated by multiplying each share by the Exchange Ratio. The Exchange Ratio of 0.064452 was calculated by first subtracting the aggregate liquidation preference of outstanding preferred shares from $50 million, then dividing the result by the number of shares of the Company’s common stock outstanding and dividing by $10.00 per share. 3. Each holder of the Company’s common stock received a pro rata portion of up to 1.2 million Earnout Shares, 1,000,000 of which are subject to vesting upon the achievement of certain stock price-based earnout targets and 200,000 of which are subject to vesting upon a change of control, respectively. 4. Certain holders of the Company’s common stock received a pro rata portion of 875,000 Earnout Shares, which became fully vested upon the closing of the Business Combination. 5. Certain holders of the Company’s common stock received a pro rata portion of up to 1.0 million Earnout Shares, which are subject to vesting upon the Company’s filing an investigational new drug application (“IND”) with the FDA. 6. Each outstanding Company option was converted into an option to purchase a number of shares of Class A common stock, equal to the Company’s common shares underlying the option multiplied by the Exchange Ratio, at an exercise price per share equal to the Company option exercise price divided by the Exchange Ratio. 7. Each warrant to purchase CERo preferred stock was converted into a warrant to acquire a number of shares of Class A common stock obtained by dividing the warrant as-if-exercised liquidation preference by $10.00, with the exercise price equal to the total CERo warrant exercise amount divided by the number of shares of Class A common stock issuable upon exercise. 8. The CERo Notes automatically converted into shares of Series A Preferred Stock. PIPE Financing In February 2024, New CERo consummated a private placement of 10,080 shares of New CERo Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), warrants to purchase 612,746 shares of Common Stock (the “Common Warrants”) and warrants to purchase 2,500 shares of Series A Preferred Stock (the “Preferred Warrants” and, together with the Common Warrants, the “PIPE Warrants”), pursuant to the Amended and Restated Securities Purchase Agreement, dated February 14, 2024, by and among the Company, CERo and certain accredited investors (the “Initial Investors”) for aggregate cash proceeds to New CERo of approximately $9.98 million. In April 2024, New CERo consummated a private placement of 626 shares of Series B convertible preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), pursuant to the Securities Purchase Agreement, dated March 28, 2024, by and among New CERo and certain accredited investors (the “Additional Investors” and, together with the Initial Investors, the “PIPE Investors”), for aggregate cash proceeds to New CERo of approximately $0.5 million. A portion of such Series A Preferred Stock was issued as consideration for the cancellation of outstanding indebtedness or securities of the Company or CERo, including a promissory note of the Company and certain convertible bridge notes of CERo. Such transactions collectively are referred to as the “PIPE Financing.” In connection with the PIPE Financing, New CERo entered into the PIPE Registration Rights Agreements with the PIPE Investors. The terms of the PIPE Registration Rights Agreements require New CERo to register the number of shares of common stock, par value $0.0001 per share (“Common Stock”) equal to the sum of (i) 200% of the maximum number of Common Stock issuable upon conversion of the Series A Preferred Stock and Series B Preferred Stock (assuming for purposes hereof that (w) all the Preferred Warrants have been exercised in full, (x) the Series A Preferred Stock and Series B Preferred Stock is convertible at the Alternate Conversion Price (as defined in the Series A Certificate of Designations and Series B Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Series A Certificate of Designations and Series B Certificate of Designations) of such date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Series A Preferred Stock and Series B Preferred Stock set forth in the Series A Certificate of Designations and the Series B Certificate of Conversions, respectively) and (ii) the maximum number of Warrant Common Shares issuable upon exercise of the Common Warrants (without taking into account any limitations on the exercise of the Common Warrants set forth therein). In addition, New CERo entered into a side letter with Keystone, pursuant to which New CERo agreed to make a payment of $1.0 million to Keystone, which amount reflects an original issue discount to Keystone, and to reimburse $150,000 of legal expenses incurred thereby. Additionally, the Company entered into a share reallocation agreement (the “Share Reallocation Agreement”) with the Sponsor and an institutional investor party thereto (a “Share Reallocation Investor”). Under the Share Reallocation Agreement, (i) the Share Reallocation Investor agreed to purchase an aggregate of 1,500 shares of Series A Preferred Stock for an aggregate purchase price of $1.5 million in accordance with the Securities Purchase Agreement, and (ii) the Sponsor agreed to forfeit an aggregate of 250,000 shares of Class A Common Stock held by the Sponsor for no additional consideration other than the commitments and undertakings of the Share Reallocation Investor made to the Company, in each case, on or promptly following the consummation of the Business Combination at the Closing. Fee Modification Prior to the close of the Business Combination, the Company entered into fee modification agreements with certain third-party vendors and service providers, pursuant to which such vendors received an aggregate of 1,629,500 shares of Common Stock in lieu of certain payments due to such vendors. As a result, the cash expenses payable at Closing were reduced by approximately $8.54 million. In particular, the Company entered into a fee modification agreement with CCM, pursuant to which CCM forfeited such fees and the Company issued an aggregate of 1,200,000 shares of Common Stock, with 1,000,000 of such shares being subject to forfeiture unless New CERo conducts a capital-raising transaction within nine months of the Closing, pursuant to which New CERo shall issue and sell securities in an aggregate amount of at least $25.0 million, Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. Equity Line of Credit – Keystone Capital Partners, LLC (“Keystone”) On February 14, 2024, as a condition to the closing of the PIPE Financing, New CERo entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Keystone, pursuant to which New CERo may sell and issue, and Keystone is obligated to purchase, up to the lesser of (i) an aggregate of up to 2,977,070 shares of newly issued shares of Common Stock and (ii) the Exchange Cap (as defined below). As consideration for Keystone’s commitment to purchase shares of Common Stock pursuant to the Common Stock Purchase Agreement, at Closing, New CERo issued 119,050 shares of Common Stock to Keystone. In addition, New CERo has agreed to issue an additional $250,000 of shares of Common Stock to Keystone at each of the 90- and 180-day anniversaries of the effectiveness of the registration statement on Form S-1 with respect to the resale of the shares issuable pursuant to the Common Stock Purchase Agreement, with the number of such shares determined based upon the average of the daily VWAP (as defined below) for each of the five trading days immediately prior to such 90- or 180-day anniversary. New CERo does not have a right to commence any sales of Common Stock to the Investor under the Common Stock Purchase Agreement until the time when all of the conditions to the New CERo’s right to commence sales of Common Stock to the Investor set forth in the Common Stock Purchase Agreement have been satisfied, including that a registration statement covering the resale of such shares is declared effective by the SEC and the final form of prospectus contained therein is filed with the SEC (the “Commencement Date”). Over the 36-month period from and after the Commencement Date, New CERo will control the timing and amount of any sales of Common Stock to Keystone. Actual sales of shares of Common Stock to Keystone under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by New CERo from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding and New CERo’s operations. At any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $1.00 (the “Purchase Date”), New CERo may direct Keystone to purchase a specified number of shares of Common Stock (a “Fixed Purchase”) not to exceed 10,000 shares at a purchase price equal to the lesser of 90% of (i) the daily volume weighted average price (the “VWAP”) of the Common Stock for the five trading days immediately preceding the applicable Purchase Date for such Fixed Purchase and (ii) the closing price of a share of Common Stock on the applicable Purchase Date for such Fixed Purchase during the full trading day on such applicable Purchase Date. In addition, at any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $1.00 and such business day is also the Purchase Date for a Fixed Purchase of the maximum allowable amount of shares of Common Stock (the “VWAP Purchase Date”), New CERo may also direct Keystone to purchase, on the immediately following business day, an additional number of shares of Common Stock in an amount up to a defined limit at a purchase price equal to the lesser of 90% of (i) the closing sale price of the Common Stock on the applicable VWAP Purchase Date and (ii) the VWAP during the VWAP Purchase Date between the opening of trading and the purchase termination time. At any time from and after the Commencement Date, on any business day that is also the VWAP Purchase Date for a VWAP Purchase, New CERo may also direct Keystone to purchase, on such same business day, an additional number of shares of Common Stock in an amount up to a defined limit (an “Additional VWAP Purchase”) at a purchase price equal to the lesser of 90% of (i) the closing sale price of the Common Stock on the applicable Additional VWAP Purchase Date and (ii) the VWAP during the measurement time on the Additional VWAP Purchase Date. In no event shall New CERo issue to Keystone under the Common Stock Purchase Agreement more than 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the Common Stock Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains the approval of the issuance of such shares by its stockholders in accordance with the applicable stock exchange rules or (ii) sales of Common Stock are made at a price equal to or in excess of the lower of (A) the closing price immediately preceding the delivery of the applicable notice to the Investor and (B) the average of the closing prices of the Common Stock for the five business days immediately preceding the delivery of such notice (in each case plus an incremental amount to take into account the Commitment Shares, such that the sales of such Common Stock to Keystone would not count toward the Exchange Cap because they are “at market” under applicable stock exchange rules. Concurrent with the execution of the Common Stock Purchase Agreement, the Company entered into a registration rights agreement with Keystone (the “ELOC Registration Rights Agreement”), pursuant to which New CERo agreed to provide Keystone with customary registration rights related to the shares issued under the ELOC Registration Rights Agreement. Equity Line of Credit – Arena Business Solutions Global SPC II, Ltd (“Arena”) On February 23, 2024, New CERo entered into a purchase agreement (the “Purchase Agreement”) with Arena, under which Arena has committed to purchase up to $25 million (the “Commitment Amount”) of New CERo’s shares of Common Stock, subject to the satisfaction of the conditions in the Purchase Agreement. Such sales of Common Stock, if any, will be subject to certain limitations, and may occur from time to time at New CERo’s sole discretion over the period commencing on the termination of the Common Stock Purchase Agreement and expiring approximately 36 months following such termination, provided that a Registration Statement (as defined below) is and remains effective, and the other conditions set forth in the Purchase Agreement are satisfied. New CERo will control the timing and amount of any sales of Common Stock to Arena. Actual sales of shares of Common Stock to Arena under the Purchase Agreement will depend on a variety of factors to be determined by New CERo from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding and New CERo’s operations. On any trading day, New CERo may direct Arena to purchase amounts of its Common Stock up to the Commitment Amount. The maximum amount that the Company may specify in any one Advance Notice is equal to: (A) if the Advance Notice is received by 8:30 a.m. Eastern time, then the maximum amount that the Company may specify is equal to the lesser of (i) an amount equal to 60% of the average Daily Value Traded of the Common Stock on the ten trading days immediately preceding such Advance Notice, or (ii) $20.0 million; and (B) if the Advance Notice is received after 8:30 a.m. Eastern time but prior to 10:30 a.m. Eastern time, then the maximum amount that the Company may specify in an Advance Notice is equal to the lesser of: (i) an amount equal to 30% of the average Daily Value Traded of the Common Stock on the ten trading days immediately preceding such Advance Notice, or (ii) $15.0 million. For these purposes, “Daily Value Traded” is the product obtained by multiplying the daily trading volume of New CERo Common Stock on Nasdaq during regular trading hours by the VWAP for that trading day. Under the applicable rules of Nasdaq and the Purchase Agreement, New CERo will not sell or issue to Arena shares of Common Stock, inclusive of the Commitment Fee Shares (as defined below), in excess of the Exchange Cap, unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap. In any event, New CERo may not issue or sell any shares of Common Stock under the Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules. The Purchase Agreement also prohibits the Company from directing Arena to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Arena and its affiliates as a result of purchases under the Purchase Agreement, would result in Arena and its affiliates having beneficial ownership of more than the 4.99% of the then-outstanding Common Stock. The purchase price of the shares of Common Stock will be equal to 90% of the lower of (i) the closing sale price of the Common Stock on the purchase date (ii) VWAP of the Common Stock during the purchase date and (iii) the arithmetic average of the three lowest closing prices of the Common Stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. As consideration for Arena’s irrevocable commitment to purchase Common Stock upon the terms of the Purchase Agreement, New CERo agreed to issue a number of shares of Common Stock (the “Commitment Fee Shares”) equal to 500,000 divided by the simple average of the daily VWAP of the Common Stock during the five trading days immediately preceding the effectiveness of the registration statement with respect to the resale by Keystone of the shares of Common Stock issuable pursuant to the Common Stock Purchase Agreement (the “Registration Statement”). In addition, New CERo has granted Arena customary registration rights related to the shares issued under the Purchase Agreement, and has agreed to include the resale by Arena of the Commitment Fee Shares on the Registration Statement.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,536,233)	$ (667,736)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	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
Accounting Policies, by Policy (Policies)	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified due to an immaterial correction of an error and for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. An adjustment for $244,777 has been made to Class A common stock subject to possible redemption and Accumulated deficit as of December 31, 2022 to correct the total amount redeemable to stockholders. In the Form 10-Q for three months ended March 31, 2023, the Company discovered an error in the Statement of Cash Flows for the presentation of restricted cash. The error was not corrected and persisted in the statements of cash flows in the quarterly reports on 10-Q for the three months ended June 30, 2023 and September 30, 2023. These errors had no impact on the balance sheets or the statements of operations in those periods. This error is corrected in the statement of cash flows in the Company’s December 31, 2023 audited financial statements.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. 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. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Restricted Cash	Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of December 31, 2023 and 2022, the Company had $0 and $41,665,974 in restricted cash, respectively. The restricted cash as of December 31, 2022 was intended to satisfy stockholder redemption payments. The cash and restricted cash balances included in the balance sheets as of December 31, 2023 and 2022, are comprised of the following: December 31, 2023 2022 Cash $ 96,873 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 96,873 $ 42,141,844
Money Market Funds Held in Trust Account	Money Market Funds Held in Trust Account At December 31, 2023, the assets held in Trust Account were held in money market funds that invested in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. 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 investments held in the Trust Account and interest earned on marketable securities are included in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Shareholder Redemption Liability	Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the First Charter Amendment, the Company’s stockholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, payments for 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true-up payment of $1,361,646 for a total liability of $27,842,747 were subsequently paid to redeeming stockholders on January 3, 2023. Therefore, a portion of the total redemption payment has been classified as a stockholder redemption liability in the accompanying balance sheet as of December 31, 2022.
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO.
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 Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), 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 statement 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. There were no No Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision benefit for income taxes is comprised of the following: December 31, December 31, Current expense $ (94,819 ) $ (599,159 ) Deferred tax benefit — — Change in valuation allowance — — Total income tax (expense) benefit $ (94,819 ) $ (599,159 ) The net deferred tax assets in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 607,516 $ 596,692 Deferred tax liabilities — — Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Net deferred tax assets $ — $ — The deferred tax assets as of December 31, 2023 and 2022 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, General and administration expenses before business combination $ 607,516 $ 596,692 Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Total $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, projected future taxable income and tax planning strategies in making this assessment. For the year ended December 31, 2023 and 2022, the valuation allowance was $607,516 and $596,692, respectively. A reconciliation of the statutory federal income tax provision (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance (17.33 )% 852.7 % Income tax provision (benefit) 3.67 % 873.7 %
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 764,957 and 1,288,298 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Less: Redemption (5,638,880 ) Plus: Accretion of carrying value to redemption value 606,346 Class A common stock subject to possible redemption, December 31, 2023 $ 8,436,311
Net Loss per Common Stock	Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Class B common stock” or the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase an aggregate of 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At December 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants were excluded from diluted net income per share for the year ended December 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ (1,641,020 ) $ (895,213 ) $ (531,288 ) $ (136,448 ) Denominator: Weighted average shares outstanding 4,224,247 2,304,421 17,896,428 4,596,250 Basic and diluted net income per share $ (0.39 ) $ (0.39 ) $ (0.03 ) $ (0.03 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Cash and Restricted Cash	The cash and restricted cash balances included in the balance sheets as of December 31, 2023 and 2022, are comprised of the following: December 31, 2023 2022 Cash $ 96,873 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 96,873 $ 42,141,844
Schedule of Total Provision (Benefit) For Income Taxes	The total provision benefit for income taxes is comprised of the following: December 31, December 31, Current expense $ (94,819 ) $ (599,159 ) Deferred tax benefit — — Change in valuation allowance — — Total income tax (expense) benefit $ (94,819 ) $ (599,159 )
Schedule of Net Deferred Tax Assets and Liabilities in the Accompanying Balance Sheets	The net deferred tax assets in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 607,516 $ 596,692 Deferred tax liabilities — — Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Net deferred tax assets $ — $ —
Schedule of Deferred Tax Assets	The deferred tax assets as of December 31, 2023 and 2022 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, General and administration expenses before business combination $ 607,516 $ 596,692 Valuation allowance for deferred tax assets (607,516 ) (596,692 ) Total $ — $ —
Schedule of Reconciliation of the Statutory Federal Income Tax Provision (Benefit) to the Company’s Effective Tax Rate	A reconciliation of the statutory federal income tax provision (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance (17.33 )% 852.7 % Income tax provision (benefit) 3.67 % 873.7 %
Schedule of Class A Common Stock Subject to Possible Redemption	At December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Less: Redemption (5,638,880 ) Plus: Accretion of carrying value to redemption value 606,346 Class A common stock subject to possible redemption, December 31, 2023 $ 8,436,311
Schedule of Basic and Diluted Net Income Per Share	The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ (1,641,020 ) $ (895,213 ) $ (531,288 ) $ (136,448 ) Denominator: Weighted average shares outstanding 4,224,247 2,304,421 17,896,428 4,596,250 Basic and diluted net income per share $ (0.39 ) $ (0.39 ) $ (0.03 ) $ (0.03 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2022 there were no assets or liabilities measured at fair value. Level Quoted Significant Significant Assets: Money Market Funds 1 $ 8,436,311 — —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details) - USD ($)							12 Months Ended
	Feb. 14, 2024	Jul. 17, 2023	May 09, 2023	Aug. 16, 2022	Oct. 08, 2021	Oct. 08, 2021	Dec. 31, 2023	Dec. 31, 2022	Feb. 05, 2024	Jan. 03, 2024	Nov. 30, 2023	Oct. 04, 2023	Sep. 01, 2023	Jul. 28, 2023	Jul. 07, 2023	Jun. 30, 2023	May 08, 2023	Apr. 03, 2023	Mar. 31, 2023	Dec. 20, 2022	Oct. 29, 2021
Description of Organization and Business Operations and Liquidity [Line Items]
Gross proceeds							$ 8,450,000
Additional units issued during the period shares (in Shares)							2,200,000
Deferred underwriting commissions including fees							$ 9,150,000
deferred underwriting fees payable							9,150,000
Investment of cash in trust account							$ 178,500,000
Cash deposited in trust account per unit (in Dollars per share)							$ 10.2
Fair value percentage							80%
Public shares (in Dollars per share)							$ 10.2
Minimum net worth to consummate business combination							$ 5,000,001
Percentage of aggregate share							20%
Deposit held in trust account							$ 22,949				$ 22,949	$ 22,949	$ 22,949	$ 8,846	$ 37,052	$ 150,000	$ 125,000		$ 100,000
Payments of accrual interest							8,400,000
Interest to pay dissolution expenses							$ 100,000
Sale of stock price per share (in Dollars per share)							$ 10.2
Business combination amount							$ 50,000,000
Price per share (in Dollars per share)							$ 0.0001	$ 0.0001
Liquidation price per share (in Dollars per share)							$ 10
Percentage of excise tax				1%			1%
Common stock tendered for redemption shares (in Shares)		523,341
Total redemption amount		$ 5,638,879					$ 5,638,879	$ 181,019,852
Excise tax liability							$ 56,389
Percentage of excise tax liability							1%
Cash at carrying value							$ 96,873	475,870
Trust account							8,436,311
Net working capital							5,049,122
Additional federal income tax due			$ 182,308
Accumulated deficit							$ 14,200,000
Minimum [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock traded at a value																		$ 50,000,000
Warrant [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercise price per share (in Dollars per share)							$ 10
IPO [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Units issued during the period shares (in Shares)						15,500,000
Unit price per share (in Dollars per share)					$ 10	$ 10
Proceeds from initial public offering gross						$ 155,000,000
Offering costs							$ 12,729,318
Underwriting fees							2,635,000
Deferred underwriting commissions including fees							9,150,000
Other costs							$ 944,318
Public Shares issued								1,288,298
Sale of stock price per share (in Dollars per share)							$ 10
Private Placement [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Unit price per share (in Dollars per share)					$ 10	$ 10
Gross proceeds					$ 8,850,000
Public Shares issued								$ 885,000
Over-Allotment Option [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Units issued during the period shares (in Shares)							2,000,000
Unit price per share (in Dollars per share)					$ 10	$ 10
Gross proceeds							$ 20,000,000
Underwriting fees							1,400,000
Underwriting fees							$ 400,000
Class A Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Number of shares redemption (in Shares)							16,211,702
Common stock outstanding (in Shares)								2,173,298
Public Shares issued							$ 547	$ 88
Common stock par value (in Dollars per share)							$ 0.0001	$ 0.0001
Exercise price per share (in Dollars per share)																					$ 11.5
Payments of aggregate							$ 5,000,000
Common stock outstanding (in Shares)							5,481,250	885,000
Common stock issued (in Shares)							5,481,250	885,000
Class A Common Stock [Member] \| IPO [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercise price per share (in Dollars per share)							$ 11.5
Class A Common Stock [Member] \| Sponsor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock outstanding (in Shares)							6,246,207
Common stock issued (in Shares)							6,246,207
CERo common stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock par value (in Dollars per share)							$ 0.0001
CERo Preferred Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Price per share (in Dollars per share)							$ 0.0001
Class B Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Public Shares issued								$ 459
Common stock par value (in Dollars per share)							$ 0.0001	$ 0.0001
Common stock outstanding (in Shares)							0	4,596,250
Common stock issued (in Shares)							0	4,596,250
Class B Common Stock [Member] \| Sponsor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock outstanding (in Shares)							0
Common stock issued (in Shares)							0
Investment Company Act [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Ownership percentage							50%
Subsequent Event [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Unit price per share (in Dollars per share)	$ 10
Gross proceeds	$ 9,980,000
Subsequent Event [Member] \| Class A Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock outstanding (in Shares)										6,234,582
Subsequent Event [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Common stock issued (in Shares)									4,651,704
Business Combination [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Business acquisition, effective date of acquisition							Jan. 08, 2024
CERo common stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Business combination price per share (in Dollars per share)							$ 10
CERo common stock [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Business combination price per share (in Dollars per share)	$ 10
Sponsor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Maximum borrowing capacity							$ 1,500,000													$ 1,500,000
Sponsor [Member] \| Unsecured Promissory Note [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Unsecured promissory note																				$ 1,500,000
Sponsor [Member] \| Private Placement [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Units issued during the period shares (in Shares)							845,000
Unit price per share (in Dollars per share)							$ 10
Sponsor [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Unit price per share (in Dollars per share)										$ 11.02
Sponsor and Cohen and Company Capital Markets [Member] \| Private Placement [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Gross proceeds							$ 400,000
Additional units issued during the period shares (in Shares)							40,000
Initial Stockholders [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period							100%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			12 Months Ended
	Jan. 03, 2023	Dec. 20, 2022	Dec. 31, 2023	Dec. 31, 2022	Oct. 29, 2021
Summary of Significant Accounting Policies [Line Items]
Restricted cash			$ 0	$ 41,665,974
Shareholder redemption liability				27,842,747
FDIC coverage limit amount			250,000
Unrecognized tax benefits
Payment of interest and penalties
Valuation allowance			$ 607,516	$ 596,692
Common stock subject to possible redemption (in Shares)			764,957	1,288,298
Over-Allotment Option [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs			$ 12,729,318
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Accumulated deficit			$ 244,777
Number of shares redeemed (in Shares)	2,581,004	16,211,702
Subject to possible redemption per share (in Dollars per share)		$ 10.2
Class A common stock totaling	$ 26,481,101
True-up payment	1,361,646
Shareholder redemption liability	$ 27,842,747
Purchase of aggregate shares (in Shares)					9,192,500
Price per share (in Dollars per share)					$ 11.5
Shares of common stock underlying (in Shares)			9,192,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Cash and Restricted Cash - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Cash and Restricted Cash [Abstract]
Cash	$ 96,873	$ 475,870
Restricted cash		41,665,974
Total cash and restricted cash	$ 96,873	$ 42,141,844

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Total Provision (Benefit) For Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Total Provision (Benefit) For Income Taxes [Abstract]
Current expense	$ (94,819)	$ (599,159)
Deferred tax benefit
Change in valuation allowance
Total income tax (expense) benefit	$ (94,819)	$ (599,159)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Net Deferred Tax Assets and Liabilities in the Accompanying Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net Deferred Tax Assets and Liabilities in the Accompanying Balance Sheets [Abstract]
Deferred tax assets	$ 607,516	$ 596,692
Deferred tax liabilities
Valuation allowance for deferred tax assets	(607,516)	(596,692)
Net deferred tax assets

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Deferred Tax Assets [Abstract]
General and administration expenses before business combination	$ 607,516	$ 596,692
Valuation allowance for deferred tax assets	(607,516)	(596,692)
Total

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Statutory Federal Income Tax Provision (Benefit) to the Company’s Effective Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of the Statutory Federal Income Tax Provision (Benefit) to the Company’s Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Valuation allowance	(17.33%)	852.70%
Income tax provision (benefit)	3.67%	873.70%

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Reconciliation of Balance Sheet From Common Stock Subject to Possible Redemption to Redemption Value [Abstract]
Class A common stock subject to possible redemption, beggining balance	$ 13,468,845	$ 178,500,000
Plus: Accretion of carrying value to redemption value	606,346	2,662,553
Less: Redemption	(5,638,880)	(167,693,708)
Class A common stock subject to possible redemption, ending balance	$ 8,436,311	$ 13,468,845

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock [Member]
Schedule of Basic and Diluted Net Income Per Share [Line Items]
Allocation of net income	$ (1,641,020)	$ (531,288)
Weighted average shares outstanding	4,224,247	17,896,428
Basic net income per share	$ (0.39)	$ (0.03)
Class B Common Stock [Member]
Schedule of Basic and Diluted Net Income Per Share [Line Items]
Allocation of net income	$ (895,213)	$ (136,448)
Weighted average shares outstanding	2,304,421	4,596,250
Basic net income per share	$ (0.39)	$ (0.03)

Summary of Significant Accou_11

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Common Stock [Member]
Schedule of Basic and Diluted Net Income Per Share [Line Items]
Diluted net income per share	$ (0.39)	$ (0.03)
Class B Common Stock [Member]
Schedule of Basic and Diluted Net Income Per Share [Line Items]
Diluted net income per share	$ (0.39)	$ (0.03)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Oct. 29, 2021
Initial Public Offering and Over-Allotment [Line Item]
Price per unit (in Dollars per share)	$ 10.2
Share of common stock	10,000
IPO [Member]
Initial Public Offering and Over-Allotment [Line Item]
Sale of units	17,500,000
Price per unit (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment [Line Item]
Sale of units	2,000,000
Class A Common Stock [Member]
Initial Public Offering and Over-Allotment [Line Item]
Share of common stock	1
Warrants stock at a price per share (in Dollars per share)		$ 11.5
Class A Common Stock [Member] \| IPO [Member]
Initial Public Offering and Over-Allotment [Line Item]
Share of common stock	82,047
Warrants stock at a price per share (in Dollars per share)	$ 11.5
Class A Common Stock [Member] \| Public Warrants [Member]
Initial Public Offering and Over-Allotment [Line Item]
Share of common stock	1

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)			12 Months Ended
Private Placement Warrants (Details) - USD ($)	Oct. 08, 2021	Oct. 08, 2021	Dec. 31, 2023
Private Placement Warrants (Details) [Line Items]
Generating gross proceeds (in Dollars)			$ 8,450,000
Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Shares issued, price per share (in Dollars per share)	$ 10	$ 10
Generating gross proceeds (in Dollars)		$ 8,850,000
Class A Common Stock [Member]
Private Placement Warrants (Details) [Line Items]
Common stock price per share (in Dollars per share)	$ 11.5
Cantor Fitzgerald and Co [Member] \| Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Purchased shares		155,000
Cohen and Company Capital Markets [Member] \| Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Purchased shares		30,004
Sponsor and Cohen and Company Capital Markets [Member] \| Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Generating gross proceeds (in Dollars)			$ 400,000
Purchased shares		699,996

Related Party Transactions (Det

Related Party Transactions (Details)

1 Months Ended

12 Months Ended

Jul. 03, 2023 shares

Dec. 20, 2022 $ / shares

Sep. 18, 2021 USD ($) shares

Sep. 30, 2021 $ / shares shares

Dec. 31, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($)

Dec. 18, 2023 USD ($)

Sep. 12, 2023 USD ($)

Jun. 09, 2023 USD ($)

May 08, 2023 USD ($)

Dec. 13, 2022 USD ($)

Jun. 18, 2021 USD ($)

Related Party Transactions [Abstract]

Sponsor provided funds to pay for certain costs totaling

$ 905,000

$ 650,000

Number of dividends

Number of trading days

20 days

Loans under promissory note

$ 1,555,000

650,000

$ 160,000

$ 220,000

$ 275,000

$ 250,000

Incurred under this agreement

180,000

Fee amount

465,000

Amount paid

1,162,500

Sponsor a monthly fee

20,000

Consulting fees incurred under this agreement

200,000

$ 240,000

Minimum [Member]

Related Party Transactions [Abstract]

Aggregate principal amount

1,500,000

Maximum [Member]

Related Party Transactions [Abstract]

Aggregate principal amount

$ 1,600,000

Class A Common Stock [Member]

Related Party Transactions [Abstract]

Consideration for founder shares (in Shares) | shares

9,192,500

Common stock equals or exceeds per share (in Dollars per share) | $ / shares

$ 10.2

Founder Shares [Member]

Related Party Transactions [Abstract]

Consideration for founder shares (in Shares) | shares

4,598,750

Common stock dividends per share (in Dollars per share) | $ / shares

$ 0.017

Founder Shares [Member] | Over-Allotment Option [Member]

Related Party Transactions [Abstract]

Sponsor forfeited founder shares (in Shares) | shares

82,875

Sponsor [Member]

Related Party Transactions [Abstract]

Sponsor provided funds to pay for certain costs totaling

$ 25,000

Founder shares stock dividend (in Shares) | shares

4,679,125

Monthly consulting fees

$ 15,000

Sponsor [Member] | Promissory Note [Member]

Related Party Transactions [Abstract]

Aggregate to cover expenses

$ 1,500,000

$ 300,000

Sponsor [Member] | Class A Common Stock [Member]

Related Party Transactions [Abstract]

Common stock subject to forfeiture (in Shares) | shares

250,000

Sponsor [Member] | Founder Shares [Member]

Related Party Transactions [Abstract]

Common stock subject to forfeiture (in Shares) | shares

592,875

Common stock equals or exceeds per share (in Dollars per share) | $ / shares

$ 12

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

30 days

Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences

150 days

Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member]

Related Party Transactions [Abstract]

Founder shares into an equal number of shares of class A common stock (in Shares) | shares

4,596,250

Sponsor [Member] | Working Capital Loans [Member]

Related Party Transactions [Abstract]

Aggregate to cover expenses

$ 1,500,000

Business combination entity at a price per share (in Dollars per share) | $ / shares

$ 10

Related Party [Member]

Related Party Transactions [Abstract]

Outstanding balance owed to the sponsor

$ 75,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 08, 2021	Dec. 31, 2023	Jul. 03, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Reimbursed to pay for additional advisors		$ 465,000
Deferred underwriting commissions, price per unit (in Dollars per share)		$ 0.5
Underwriting commissions		$ 8,750,000
Deferred underwriting commissions including fees		$ 9,150,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)		2,000,000
Price per unit (in Dollars per share)	$ 10
Underwriting fees		$ 400,000
IPO [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)	15,500,000
Price per unit (in Dollars per share)	$ 10
Underwriting fees		2,635,000
Deferred underwriting commissions including fees		9,150,000
Aggregate amount		$ 400,000
Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock shares issued (in Shares)		5,481,250		885,000
Class A Common Stock [Member] \| CERo Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock shares issued (in Shares)		5,000,000
Class B Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock shares issued (in Shares)		0		4,596,250
Class B Common Stock [Member] \| CERo Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock shares issued (in Shares)			4,596,250
Sponsor Support Agreement [Member] \| Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Aggregate Shares (in Shares)		5,296,246
Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriting discount, price per unit (in Dollars per share)		$ 0.2
Underwriter cash discount		$ 3,100,000
Underwriting Agreement [Member] \| Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)		2,325,000
Business Combination Agreement [Member]
Commitments and Contingencies [Line Items]
Price per unit (in Dollars per share)		$ 10
Aggregate liquidation preference		$ 50,000,000
Diluted price per share (in Dollars per share)		$ 10
Underwriting Agreement [Member] \| Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of units purchased (in Shares)	2,000,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares		12 Months Ended
Stockholders' Deficit (Details) - $ / shares	Jul. 03, 2023	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Deficit [Line Items]
Temporary equity, shares		764,957	1,288,298
Preferred stock shares authorized		1,000,000	1,000,000
Warrant expire term		5 years
Number of trading days		30 days
Price per share (in Dollars per share)		$ 18
Minimum [Member]
Stockholders' Deficit [Line Items]
Number of trading days for determining the share price		20 days
Maximum [Member]
Stockholders' Deficit [Line Items]
Number of trading days for determining the share price		30 days
Public Warrants [Member]
Stockholders' Deficit [Line Items]
Class of warrant or right, outstanding		8,750,000	8,750,000
Public Warrants [Member] \| Warrants and Rights Subject to Mandatory Redemption Trigger Price Exceeds [Member]
Stockholders' Deficit [Line Items]
Warrant price per share (in Dollars per share)		$ 0.01
Private Placement Warrants [Member]
Stockholders' Deficit [Line Items]
Class of warrant or right, outstanding		442,500	442,500
Class A Common Stock [Member]
Stockholders' Deficit [Line Items]
Common stock shares authorized		60,000,000	60,000,000
Common stock par or stated value per share (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		5,481,250	885,000
Common stock shares issued		5,481,250	885,000
Class A Common Stock [Member] \| Public Warrants [Member]
Stockholders' Deficit [Line Items]
Shares issued price per share (in Dollars per share)		$ 18
Class A Common Stock [Member] \| Public Warrants [Member] \| Event Triggering Adjustment to Exercise Price of Warrants [Member]
Stockholders' Deficit [Line Items]
Shares issued price per share (in Dollars per share)		$ 9.2
Percentage of total equity proceeds		60%
Market value price per share (in Dollars per share)		$ 9.2
Adjusted Exercise Price of Warrants Percentage		115%
Class B Common Stock [Member]
Stockholders' Deficit [Line Items]
Common stock shares authorized		10,000,000	10,000,000
Common stock par or stated value per share (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		0	4,596,250
Common stock shares issued		0	4,596,250
Class B Common Stock [Member]
Stockholders' Deficit [Line Items]
Conversion of aggregate share	4,596,250
Class B Common Stock [Member] \| Class B Common Stock [Member]
Stockholders' Deficit [Line Items]
Common Stock Voting Rights		one

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	Dec. 31, 2023 USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Money Market Funds	$ 8,436,311
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Money Market Funds
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Money Market Funds

Subsequent Events (Details)

1 Months Ended

12 Months Ended

Mar. 31, 2024 USD ($) $ / shares

Feb. 14, 2024 USD ($) $ / shares shares

Feb. 13, 2024 shares

Feb. 05, 2024 $ / shares shares

Jan. 03, 2024 USD ($) $ / shares shares

Jan. 03, 2023 USD ($)

Apr. 30, 2024 shares

Feb. 29, 2024 shares

Dec. 31, 2023 USD ($) $ / shares shares

Feb. 23, 2024 USD ($)

Dec. 31, 2022 $ / shares shares

Oct. 08, 2021 $ / shares

Subsequent Events [Line Items]

Deposit held in trust (in Dollars) | $

$ 22,600

Exceed shares of purchase price

10,000

Purchased shares

500,000

Redeemed per public share (in Dollars per share) | $ / shares

$ 11.03

$ 10.26

Convertible preferred stock per share (in Dollars per share) | $ / shares

$ 0.0001

Legal expenses (in Dollars) | $

$ 150,000

Aggregate purchase price (in Dollars) | $

1,500,000

Cash expenses payable (in Dollars) | $

8,540,000

Sell securities (in Dollars) | $

$ 25,000,000

Sale price (in Dollars per share) | $ / shares

$ 10.2

Percentage purchase price

90%

Percentage of common stock outstanding

4.99%

Average daily value traded of the common stock

60%

Advance Notice (in Dollars) | $

$ 20,000,000

Common Stock [Member]

Subsequent Events [Line Items]

Purchased shares

1,629,500

Common stock, par value (in Dollars per share) | $ / shares

$ 0.0001

Percentage purchase price

90%

Percentage of common stock outstanding

19.99%

Average daily value traded of the common stock

30%

Advance Notice (in Dollars) | $

$ 15,000,000

Minimum [Member]

Subsequent Events [Line Items]

Issued an aggregate

1,000,000

Keystone [Member]

Subsequent Events [Line Items]

Agreed to make a payment (in Dollars) | $

$ 1,000,000

Keystone [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Purchased shares

119,050

Private Placement [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10

Purchased shares

885,000

IPO [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10

17,500,000

Sale price (in Dollars per share) | $ / shares

$ 10

Volume Weighted Average Price Purchase Date [Member]

Subsequent Events [Line Items]

Sale price (in Dollars per share) | $ / shares

$ 1

Percentage purchase price

90%

Additional Volume Weighted Average Price Purchase [Member]

Subsequent Events [Line Items]

Percentage purchase price

90%

Class A Common Stock [Member]

Subsequent Events [Line Items]

Common stock, shares outstanding

5,481,250

885,000

Common stock, shares issued

5,481,250

885,000

Number of shares issuable

9,192,500

Exercised redemption rights (in Dollars) | $

$ 671,285

Common stock outstanding

5,563,297

Exceed shares of purchase price

Conversion of shares

4,596,250

Redeemed public shares (in Dollars) | $

$ 26,481,101

Common stock, par value (in Dollars per share) | $ / shares

$ 0.0001

Class A Common Stock [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Common stock issued upon conversion

4,596,250

Class A Common Stock [Member] | IPO [Member]

Subsequent Events [Line Items]

Exceed shares of purchase price

82,047

Series A Preferred Stock [Member]

Subsequent Events [Line Items]

Purchased shares

1,500

Common Stock issuable conversion

200%

Common Stock [Member]

Subsequent Events [Line Items]

Sale price (in Dollars per share) | $ / shares

$ 1

Common Stock [Member] | Maximum [Member]

Subsequent Events [Line Items]

Issued an aggregate

1,200,000

Subsequent Event [Member]

Subsequent Events [Line Items]

Public shares exercised

11,625

Payments for Deposits (in Dollars) | $

$ 128,133

Price per share (in Dollars per share) | $ / shares

$ 10

Public shares

753,332

Accrual of interest in trust account (in Dollars) | $

$ 8,400,000

Number of shares issuable

1,200,000

Shares issuable upon exercise of option or warrants

382,651

Redeemed public shares (in Dollars) | $

$ 7,456,463.3

Redeemed per public share (in Dollars per share) | $ / shares

$ 11.11

Exchange ratio

0.064452

Earnout shares

875,000

Warrants to purchase

612,746

Aggregate cash proceeds (in Dollars) | $

$ 9,980,000

Cash proceeds (in Dollars) | $

$ 500,000

Purchase agreement (in Dollars) | $

$ 25,000,000

Subsequent Event [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Shares of restricted

1,200,000

Subsequent Event [Member] | Warrant [Member]

Subsequent Events [Line Items]

Purchased shares

0.0001

Subsequent Event [Member] | Private Placement [Member]

Subsequent Events [Line Items]

885,000

Purchased shares

10,080

Subsequent Event [Member] | Class A Common Stock [Member]

Subsequent Events [Line Items]

Common stock, shares outstanding

6,234,582

Aggregate shares

2,977,070

Subsequent Event [Member] | Class A Common Stock [Member] | Minimum [Member]

Subsequent Events [Line Items]

Common stock, shares issued

4,651,704

Subsequent Event [Member] | Class A Common Stock [Member] | Maximum [Member]

Subsequent Events [Line Items]

Common stock, shares issued

5,000,000

Subsequent Event [Member] | Convertible Common Stock [Member]

Subsequent Events [Line Items]

Common stock issued upon conversion

4,596,250

Subsequent Event [Member] | Series A Preferred Stock [Member]

Subsequent Events [Line Items]

Warrants to purchase stock

2,500

Subsequent Event [Member] | Series A Preferred Stock [Member] | Minimum [Member]

Subsequent Events [Line Items]

Conversion price (in Dollars per share) | $ / shares

$ 12.5

Percentage of conversion price of preferred stock

125%

Subsequent Event [Member] | Series A Preferred Stock [Member] | Maximum [Member]

Subsequent Events [Line Items]

Conversion price (in Dollars per share) | $ / shares

$ 15

Percentage of conversion price of preferred stock

150%

Subsequent Event [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10

Earnout shares

200,000

Forecast [Member]

Subsequent Events [Line Items]

Convertible preferred stock per share (in Dollars per share) | $ / shares

$ 0.0001

Forecast [Member] | Series B Preferred Stock [Member]

Subsequent Events [Line Items]

626

Second Business Combination Agreement Amendment [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Earnout shares

875,000

Business Combination Agreement [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10

Business Combination Agreement [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Earnout shares

1,000,000

Preferred stock value, outstanding (in Dollars) | $

$ 50,000,000

Business Combination Agreement [Member] | Subsequent Event [Member] | Class A Common Stock [Member]

Subsequent Events [Line Items]

Earnout shares

1,200,000

CERo Common Stock [Member]

Subsequent Events [Line Items]

Per share of liquidation (in Dollars per share) | $ / shares

CERo Common Stock [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Per share of liquidation (in Dollars per share) | $ / shares

$ 10

Earnout shares

1,000,000

Business Combination [Member] | Subsequent Event [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Shares of restricted

1,000,000

Sponsor [Member] | Private Placement [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10

Sponsor [Member] | Class A Common Stock [Member]

Subsequent Events [Line Items]

Forfeit an aggregate of shares

250,000

Sponsor [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 11.02

Lead Investor [Member]

Subsequent Events [Line Items]

Purchased shares

250,000