Subsequent Events	12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 — SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring through the date these financial statements were issued, for their potential impact on the carve-out consolidated financial statements and disclosures and there were the following subsequent events to report: *Sales of Securities* On February 19, 2024, the “Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Offering”) warrants to purchase up to 1,000,000 shares of Company common stock with an exercise price of $5.00 per share (the “Warrants” and together with the common shares underlying the Warrants, the “Warrant Shares,”) pursuant to the terms of the Common Stock Purchase Warrant (the “ Warrant Agreement”) for a total aggregate gross proceeds of approximately $10,000. The Offering closed on February 19, 2024. The Warrants are exercisable for shares of Company common stock immediately, at an exercise price of $5.00 per share and expire five years from the date of issuance. On March 31, 2024, the Company entered into a securities purchase agreement (the “March Purchase Agreement”) with an accredited investor (the “Holder”), which provided for the issuance and sale by the Company to the Holder of a convertible promissory note (the “March 2024 Convertible Note”) in the aggregate principal amount of $100,000. The March 2024 Convertible Note is convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) pursuant to certain conditions, as set forth in the March 2024 Convertible Note. The Offering closed on March 31, 2024 (the “Closing Date”). The March 2024 Convertible Note in the aggregate principal amount of $100,000 has a two (2) year maturity from the Closing Date (the “Maturity Date”) with an interest rate of 8% per annum payable on a quarterly basis or, at the option of the Company, added to the principal amount under the note. The March 2024 Convertible Note maturity may be accelerated in the Event of Default (as defined in the March 2024 Convertible Note). If the Company fails to pay the aggregate principal and the unpaid accrued interest by the Maturity Date, then such amounts shall accrue interest at the rate of 18%, simple interest and non-compounding, until fully repaid. The March 2024 Convertible Note is convertible at the discretion of the Holder into Common Stock. The conversion price shall be the lesser of (i) $2.50 and (ii) 75% of the average of the three lowest VWAP (as defined in the March 2024 Convertible Note) for the Common Stock for a trading day on the trading market during the 20-day trading period immediately prior to the conversion date. The conversion of the March 2024 Convertible Note is subject to a beneficial ownership limitation of 9.99%; provided, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). On April 26, 2024 (the “Execution Date”), the Company entered into an Exercise Price Reset Agreement (the “Reset Agreement”) with the Investors from the February Private Placement and December Private Placement pursuant to which, among other things, the Company agreed to reset the exercise price of the February Investor’s February Warrants from $5.00 per share of the Company’s common stock, par value $0.0001 (“Common Stock”), to $0.185 per share of Common Stock (the “Reset Exercise Price”) and to reset the December Investor’s December Warrants from an exercise price of $2.13 per share of Common Stock to the Reset Exercise Price. In consideration of the Company resetting the exercise price of the Warrants to the Reset Exercise Price, the Investors agreed to exercise their Warrants for all of the outstanding shares of Common Stock underlying their respective Warrants within forty-five (45) days of the Execution Date. The Reset Agreement contains a standstill provision prohibiting the Investors from, among other things, disposing of the shares of Common Stock issued for the exercise of the Warrants or the shares of Common Stock that may be issued upon the exercise of the Warrants, until five trading days after the Execution Date. *Related Party Unsecured Note* On March 31, 2024 (the “Promissory Note Closing Date”), the Company entered into a simple promissory note (the “Promissory Note”) with the Company’s Chief Executive Officer, Peter Bordes, pursuant to which Mr. Bordes lent certain money to the Company. The Promissory Note is for an aggregate principal amount of up to €300,000 and has a one (1) year maturity from the Promissory Closing Date, with an interest rate of 7.5% per annum. The lender of the Promissory Note, Peter Bordes, is a related party to the Company and the issuance of the note is a related party Transaction (the “Related Party Transaction”). The offer and sale of the Promissory Note was reviewed and authorized unanimously by the independent directors of the Company’s board, in accordance with the Nasdaq rule 5630(a) *BeOp Binding LOI and License Agreement* On February 29, 2024, the Company entered into two agreements with The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France specializing in conversational advertising: (i) the parties entered into a binding Letter of Intent (the “Binding LOI”) whereby the Company is bound to acquire 100% of the ownership of BeOp, subject to certain closing conditions (the “Acquisition”) and (ii) an interim exclusive joint venture and software license agreement (the “Interim License Agreement”) pursuant to which the Company obtained an exclusive license to commercialize the BeOp software in North America during the period between signing the Binding LOI and the expected closing (the “BeOp Closing”). *DSL Acquisition* On June 28, 2024, the Company entered into an Equity Exchange Agreement (the “DSL Exchange Agreement”) with DSL Digital, LLC, a Utah limited liability company (“DSL”) and Gregg Greenberg, the sole member of DSL (“Seller”) wherein Seller 51% of the issued and outstanding membership interests of DSL to the Company in exchange for 3,242,875 shares of Company common stock, (“DSL Exchange Consideration”) 10%, of which will be held (the “Holdback Shares”) to be released 18 months from the closing date. The DSL Exchange Consideration shall be subject to a lock-up for 2 years from the closing date. As a result, DSL will become a majority owned subsidiary of the Company and their operating results will be consolidated with the financial statements of the Company.

Subsequent Events

12 Months Ended

Dec. 31, 2023

NOTE 13 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring through the date these financial statements were issued, for their potential impact on the carve-out consolidated financial statements and disclosures and there were the following subsequent events to report:

Sales of Securities

On February 19, 2024, the “Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Offering”) warrants to purchase up to 1,000,000 shares of Company common stock with an exercise price of $5.00 per share (the “Warrants” and together with the common shares underlying the Warrants, the “Warrant Shares,”) pursuant to the terms of the Common Stock Purchase Warrant (the “ Warrant Agreement”) for a total aggregate gross proceeds of approximately $10,000. The Offering closed on February 19, 2024. The Warrants are exercisable for shares of Company common stock immediately, at an exercise price of $5.00 per share and expire five years from the date of issuance.

On March 31, 2024, the Company entered into a securities purchase agreement (the “March Purchase Agreement”) with an accredited investor (the “Holder”), which provided for the issuance and sale by the Company to the Holder of a convertible promissory note (the “March 2024 Convertible Note”) in the aggregate principal amount of $100,000. The March 2024 Convertible Note is convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) pursuant to certain conditions, as set forth in the March 2024 Convertible Note. The Offering closed on March 31, 2024 (the “Closing Date”). The March 2024 Convertible Note in the aggregate principal amount of $100,000 has a two (2) year maturity from the Closing Date (the “Maturity Date”) with an interest rate of 8% per annum payable on a quarterly basis or, at the option of the Company, added to the principal amount under the note. The March 2024 Convertible Note maturity may be accelerated in the Event of Default (as defined in the March 2024 Convertible Note). If the Company fails to pay the aggregate principal and the unpaid accrued interest by the Maturity Date, then such amounts shall accrue interest at the rate of 18%, simple interest and non-compounding, until fully repaid. The March 2024 Convertible Note is convertible at the discretion of the Holder into Common Stock. The conversion price shall be the lesser of (i) $2.50 and (ii) 75% of the average of the three lowest VWAP (as defined in the March 2024 Convertible Note) for the Common Stock for a trading day on the trading market during the 20-day trading period immediately prior to the conversion date. The conversion of the March 2024 Convertible Note is subject to a beneficial ownership limitation of 9.99%; provided, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

On April 26, 2024 (the “Execution Date”), the Company entered into an Exercise Price Reset Agreement (the “Reset Agreement”) with the Investors from the February Private Placement and December Private Placement pursuant to which, among other things, the Company agreed to reset the exercise price of the February Investor’s February Warrants from $5.00 per share of the Company’s common stock, par value $0.0001 (“Common Stock”), to $0.185 per share of Common Stock (the “Reset Exercise Price”) and to reset the December Investor’s December Warrants from an exercise price of $2.13 per share of Common Stock to the Reset Exercise Price. In consideration of the Company resetting the exercise price of the Warrants to the Reset Exercise Price, the Investors agreed to exercise their Warrants for all of the outstanding shares of Common Stock underlying their respective Warrants within forty-five (45) days of the Execution Date. The Reset Agreement contains a standstill provision prohibiting the Investors from, among other things, disposing of the shares of Common Stock issued for the exercise of the Warrants or the shares of Common Stock that may be issued upon the exercise of the Warrants, until five trading days after the Execution Date.

Related Party Unsecured Note

On March 31, 2024 (the “Promissory Note Closing Date”), the Company entered into a simple promissory note (the “Promissory Note”) with the Company’s Chief Executive Officer, Peter Bordes, pursuant to which Mr. Bordes lent certain money to the Company. The Promissory Note is for an aggregate principal amount of up to €300,000 and has a one (1) year maturity from the Promissory Closing Date, with an interest rate of 7.5% per annum. The lender of the Promissory Note, Peter Bordes, is a related party to the Company and the issuance of the note is a related party Transaction (the “Related Party Transaction”). The offer and sale of the Promissory Note was reviewed and authorized unanimously by the independent directors of the Company’s board, in accordance with the Nasdaq rule 5630(a)

BeOp Binding LOI and License Agreement

On February 29, 2024, the Company entered into two agreements with The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France specializing in conversational advertising: (i) the parties entered into a binding Letter of Intent (the “Binding LOI”) whereby the Company is bound to acquire 100% of the ownership of BeOp, subject to certain closing conditions (the “Acquisition”) and (ii) an interim exclusive joint venture and software license agreement (the “Interim License Agreement”) pursuant to which the Company obtained an exclusive license to commercialize the BeOp software in North America during the period between signing the Binding LOI and the expected closing (the “BeOp Closing”).

DSL Acquisition

On June 28, 2024, the Company entered into an Equity Exchange Agreement (the “DSL Exchange Agreement”) with DSL Digital, LLC, a Utah limited liability company (“DSL”) and Gregg Greenberg, the sole member of DSL (“Seller”) wherein Seller 51% of the issued and outstanding membership interests of DSL to the Company in exchange for 3,242,875 shares of Company common stock, (“DSL Exchange Consideration”) 10%, of which will be held (the “Holdback Shares”) to be released 18 months from the closing date. The DSL Exchange Consideration shall be subject to a lock-up for 2 years from the closing date. As a result, DSL will become a majority owned subsidiary of the Company and their operating results will be consolidated with the financial statements of the Company.