POWER OF ATTORNEY

Known all by these present, that the undersigned,
hereby constitutes and appoints E. Peter Strand, Michael K. Bradshaw,
Jr., Kaylen R. Loflin, Kathryn Simons, and Alex Reilly, or
of them singly, and any other employee of Nelson Mullins Riley &
Scarborough LLP ("NMRS"), as the undersigned's true and lawful
attorney-in-fact for the following limited purposes:

(1) to file for and on behalf of the undersigned the U.S. Securities and
Exchange Commission (the "SEC") Form ID Application in order to obtain
EDGAR filing codes and to file Forms 3, 4, and 5 in accordance with
Section 16(a)of the Securities Exchange Act of 1934 and any and all
amendments thereto and other documents in connection therewith;

(2) to do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute
any such Form ID, Form 3, Form 4, or Form 5, any and all
amendments thereto and any other documents in connection therewith; and

(3) to take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, any of the undersigned's responsibilities to comply with the
Securities Exchange Act of 1933, as amended (the "1933 Act") or the Securities
Exchange Act of 1934, as amended (the "1934 Act").

This Power of Attorney will remain in full force and effect until the
undersigned is no longer required by the 1933 Act or the 1934 Act
to file ongoing disclosures with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of March, 2024.



/s/ James Giudice
James Giudice