Commitments and Contingencies	12 Months Ended
Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriters fully exercised their over-allotment option and was paid a cash underwriting discount of $0.20 per unit, or $2,990,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Business Combination Agreement On December 21, 2023, the Company entered into the Business Combination Agreement, by and among the Company, PSI and Merger Sub. PSI is a green-powered innovator at the intersection of modern engineering, fleet management solutions, and product platforms for the commercial transportation and industrial equipment sectors. At the closing of the Business Combination (as defined below), the combined company is expected to have a pro forma equity value of approximately $2 billion. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation of such Merger and becoming a wholly-owned subsidiary of PSI. In connection with the Merger, each (i) share of Class A common stock and (ii) share of Class B common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically cancelled and extinguished and converted into the right to receive one share of common stock of PSI, par value $0.01 per share (“PSI Common Stock”). All shares of common stock held in treasury will be canceled and extinguished without consideration. At the Effective Time, each whole warrant issued as part of the units, each consisting of one share of Class A common stock and one-half of one public warrant, sold in the Company’s initial public offering and each whole warrant issued to the Sponsor in a private placement simultaneously with the closing of the Company’s initial public offering (the “private placement warrants” and, together with the public warrants, the “Warrants”) that is outstanding immediately prior to the Effective Time shall remain outstanding but shall be assumed by PSI and automatically adjusted to become (A) with respect to each public warrant, one public warrant of PSI and (B) with respect to each private placement warrant, one private placement warrant of PSI, each of which shall be subject to substantially the same terms and conditions applicable prior to such conversion; except that each such warrants shall be exercisable (or will become exercisable in accordance with its terms) for one share of PSI Common Stock. Each unit that is outstanding immediately prior to the Effective Time will be automatically separated into one share of Class A common stock and one-half of one public warrant, which underlying securities will be converted as described above. Convertible Note Investment Concurrently with the execution of the Business Combination Agreement, Antara Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership owning a majority economic, non-voting interest in the Sponsor (“Antara”), and PSI entered into a note purchase agreement (the “Note Purchase Agreement”), pursuant to which, among other things, Antara agreed to purchase, and PSI agreed to issue and sell to Antara, convertible promissory notes in up to an aggregate principal amount of $8,000,000 (the “Convertible Notes”). Concurrently with the execution of the Note Purchase Agreement, PSI sold and issued, and Antara purchased, Convertible Notes in the initial principal amount of $3,000,000. Insider Subscription Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into the Insider Subscription Agreement with the Sponsor. Pursuant to the Insider Subscription Agreement, the Sponsor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Sponsor, immediately prior to the Merger, an aggregate of 200,000 shares of Class A common stock for an aggregate purchase price of $2,000,000 (the “Insider PIPE Investment”). Upon Closing, each issued and outstanding share of common stock will be automatically cancelled, extinguished and converted into the right to receive one share of PSI Common Stock. PSI Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, PSI, the Company and the stockholders of PSI party thereto (the “PSI Stockholders”) have entered into a Company Stockholder Support Agreement (the “PSI Stockholder Support Agreement”). The PSI Stockholder Support Agreement provides, among other things, that the PSI Stockholders shall vote all the shares of PSI Common Stock beneficially owned by them in favor of the Business Combination. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor, Antara, the Company, PSI and each of the officers and directors of the Company (the “Insiders”) have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”). The Sponsor Support Agreement provides, among other things, that (i) the Sponsor and Antara shall vote all the shares of common stock beneficially owned by them in favor of the proposals to approve the Business Combination and other matters to be voted upon at the special meetings of stockholders of the Company, (ii) effective as of immediately prior to the Effective Time, the Sponsor shall forfeit and surrender to the Company for cancellation 2,557,500 private placement warrants, (iii) effective as of immediately prior to the Effective Time, the Sponsor shall convert all outstanding loans made to the Company into Warrants and (iv) the Sponsor shall use its best efforts to facilitate identifying and obtaining commitments from investors for a PIPE investment in an aggregate amount of $10,000,000 in exchange for shares of Class A common stock.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company.

Underwriting Agreement

The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriters fully exercised their over-allotment option and was paid a cash underwriting discount of $0.20 per unit, or $2,990,000 in the aggregate.

The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Business Combination Agreement

On December 21, 2023, the Company entered into the Business Combination Agreement, by and among the Company, PSI and Merger Sub.

PSI is a green-powered innovator at the intersection of modern engineering, fleet management solutions, and product platforms for the commercial transportation and industrial equipment sectors. At the closing of the Business Combination (as defined below), the combined company is expected to have a pro forma equity value of approximately $2 billion.

Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation of such Merger and becoming a wholly-owned subsidiary of PSI.

In connection with the Merger, each (i) share of Class A common stock and (ii) share of Class B common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically cancelled and extinguished and converted into the right to receive one share of common stock of PSI, par value $0.01 per share (“PSI Common Stock”). All shares of common stock held in treasury will be canceled and extinguished without consideration.

At the Effective Time, each whole warrant issued as part of the units, each consisting of one share of Class A common stock and one-half of one public warrant, sold in the Company’s initial public offering and each whole warrant issued to the Sponsor in a private placement simultaneously with the closing of the Company’s initial public offering (the “private placement warrants” and, together with the public warrants, the “Warrants”) that is outstanding immediately prior to the Effective Time shall remain outstanding but shall be assumed by PSI and automatically adjusted to become (A) with respect to each public warrant, one public warrant of PSI and (B) with respect to each private placement warrant, one private placement warrant of PSI, each of which shall be subject to substantially the same terms and conditions applicable prior to such conversion; except that each such warrants shall be exercisable (or will become exercisable in accordance with its terms) for one share of PSI Common Stock.

Each unit that is outstanding immediately prior to the Effective Time will be automatically separated into one share of Class A common stock and one-half of one public warrant, which underlying securities will be converted as described above.

Convertible Note Investment

Concurrently with the execution of the Business Combination Agreement, Antara Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership owning a majority economic, non-voting interest in the Sponsor (“Antara”), and PSI entered into a note purchase agreement (the “Note Purchase Agreement”), pursuant to which, among other things, Antara agreed to purchase, and PSI agreed to issue and sell to Antara, convertible promissory notes in up to an aggregate principal amount of $8,000,000 (the “Convertible Notes”). Concurrently with the execution of the Note Purchase Agreement, PSI sold and issued, and Antara purchased, Convertible Notes in the initial principal amount of $3,000,000.

Insider Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into the Insider Subscription Agreement with the Sponsor. Pursuant to the Insider Subscription Agreement, the Sponsor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Sponsor, immediately prior to the Merger, an aggregate of 200,000 shares of Class A common stock for an aggregate purchase price of $2,000,000 (the “Insider PIPE Investment”). Upon Closing, each issued and outstanding share of common stock will be automatically cancelled, extinguished and converted into the right to receive one share of PSI Common Stock.

PSI Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, PSI, the Company and the stockholders of PSI party thereto (the “PSI Stockholders”) have entered into a Company Stockholder Support Agreement (the “PSI Stockholder Support Agreement”). The PSI Stockholder Support Agreement provides, among other things, that the PSI Stockholders shall vote all the shares of PSI Common Stock beneficially owned by them in favor of the Business Combination.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, Antara, the Company, PSI and each of the officers and directors of the Company (the “Insiders”) have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”).

The Sponsor Support Agreement provides, among other things, that (i) the Sponsor and Antara shall vote all the shares of common stock beneficially owned by them in favor of the proposals to approve the Business Combination and other matters to be voted upon at the special meetings of stockholders of the Company, (ii) effective as of immediately prior to the Effective Time, the Sponsor shall forfeit and surrender to the Company for cancellation 2,557,500 private placement warrants, (iii) effective as of immediately prior to the Effective Time, the Sponsor shall convert all outstanding loans made to the Company into Warrants and (iv) the Sponsor shall use its best efforts to facilitate identifying and obtaining commitments from investors for a PIPE investment in an aggregate amount of $10,000,000 in exchange for shares of Class A common stock.