VidAngel S-4/A 14 Feb 25 Registration of securities issued in business combination transactions (amended) Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2024
Document and Entity Information [Abstract]
Document Type	S-4/A
Entity Registrant Name	Southport Acquisition Corporation
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001865200
Amendment Flag	true
Amendment Description	Amendment No. 1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 517,975			$ 2,171,553				$ 50,858
Prepaid expenses	131,004							227,594
Total Current Assets	648,979			2,171,553				278,452
Non-Current Assets:
Marketable securities held in Trust Account	12,895,117			44,709,805				237,984,513
Total Non-current Assets	12,895,117			44,709,805				237,984,513
TOTAL ASSETS	13,544,096			46,881,358				238,262,965
Current liabilities:
Accrued expenses	544,188			2,251,823				681,395
Accounts payable	150,649			99,468				97,987
Accrued offering costs	184,047			184,047				184,047
Due to related party	270,590			$ 236,233				$ 244,550
Other Liability, Current, Related Party, Type [Extensible Enumeration]				Related Party [Member]				Related Party [Member]
Administrative support fee - related party	366,500			$ 231,500
Excise tax liability	2,299,092			1,976,947
Total Current Liabilities	3,815,066			4,980,018				$ 1,207,979
Non-current liabilities:
Warrant liability	1,856,000			580,500				527,050
Total Non-current Liabilities	1,856,000			580,500				527,050
TOTAL LIABILITIES	5,671,066			5,560,518				1,735,029
Commitments and Contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	700,150			760,971
Accumulated deficit	(5,722,812)			(4,150,511)				(1,457,152)
Total Stockholders' Deficit	(5,022,087)	$ (3,580,689)	$ (3,009,671)	(3,388,965)	$ (3,712,358)	$ (3,157,412)	$ (2,797,412)	(1,456,577)	$ (24,255,702)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	13,544,096			46,881,358				238,262,965
Class A common stock subject to redemption
Non-current liabilities:
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of September 30, 2024 and December 31, 2023, respectively	12,895,117			44,709,805				237,984,513	$ 234,600,690
Class A common stock not subject to redemption
Stockholders' Deficit
Common stock, value	420			420				0
Class B common stock
Stockholders' Deficit
Common stock, value	$ 155			$ 155				$ 575

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 11, 2024	Mar. 14, 2024	Dec. 31, 2023	Jun. 09, 2023	May 25, 2023	Dec. 31, 2022	Nov. 25, 2021
Preferred stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Preferred stock, shares authorized	1,000,000			1,000,000			1,000,000
Preferred stock, shares issued	0			0			0
Preferred stock, shares outstanding	0			0			0
Common stock, par value (In dollars per share)		$ 0.0001
Class A common stock
Common stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Common stock, shares authorized	200,000,000			200,000,000			200,000,000
Common stock, shares issued	5,363,113			8,350,065		27,200,000	23,000,000
Common stock, shares outstanding	5,363,113			8,350,065		27,200,000	23,000,000
Class A common stock subject to redemption
Common stock subject to possible redemption, shares authorized	200,000,000			200,000,000			200,000,000
Common stock subject to possible redemption, shares issued	1,163,113		1,163,113	4,150,065	4,150,065		23,000,000
Common stock subject to possible redemption, shares outstanding	1,163,113		1,163,113	4,150,065	4,150,065	23,000,000	23,000,000
Class A common stock not subject to redemption
Common stock, shares issued	4,200,000			4,200,000			0
Common stock, shares outstanding	4,200,000			4,200,000		4,200,000	0
Class B common stock
Common stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Common stock, shares authorized	20,000,000			20,000,000			20,000,000
Common stock, shares issued	1,550,000			1,550,000		1,550,000	5,750,000
Common stock, shares outstanding	1,550,000			1,550,000		1,550,000	5,750,000	5,750,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating costs:
Insurance expense	$ 25,813						$ 201,102	$ 227,594	$ 251,768	$ 516,250
Legal and accounting expenses	87,371			$ 56,330			230,702	211,771	712,495	466,287
Franchise tax expense	51,268			50,411			177,142	149,589	226,974	200,000
Listing fees	21,250			21,250			63,750	63,750	85,000	175,124
Bank fees	368			1,927			3,848	5,726
Other operating costs	3,108						3,108		7,795	2,458
Total expenses	245,178			137,763			939,480	786,678
Loss from operations	(245,178)			(137,763)			(939,480)	(786,678)	(1,670,440)	(1,577,543)
Other income (loss):
Change in fair value of warrant liability	(1,392,000)			(325,000)			(1,275,500)	(725,950)	(53,450)	16,688,950
Non-redemption agreement expense				(135,986)			(274,973)	(522,948)
Dividend income on marketable securities held in Trust Account	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Interest Expense, Operating and Nonoperating									934,906
Other (expense) income	(1,226,500)			270,210			(661,451)	4,871,806	5,719,322	20,072,773
(Loss) Income before provision for income taxes	(1,471,678)			132,447			(1,600,931)	4,085,128	4,048,882	18,495,230
Provision for income taxes	(24,220)			(142,965)			(138,344)	(1,253,934)	(1,319,280)	(362,282)
Net (loss) income	(1,495,898)	$ (504,984)	$ 261,607	(10,518)	$ 1,657,247	$ 1,184,465	(1,739,275)	2,831,194	2,729,602	18,132,948
Nonrelated Party
Operating costs:
Administrative expense	11,000			$ 7,845			124,828	$ 128,248	154,908	$ 217,424
Related Party
Operating costs:
Administrative expense	$ 45,000						$ 135,000		$ 231,500
Class A common stock subject to redemption
Other income (loss):
Weighted average shares outstanding, basic	1,163,113			4,150,000			1,969,808	15,197,646	12,413,050	23,000,000
Weighted average shares outstanding, diluted	1,163,113			4,150,000			1,969,808	15,197,646	12,413,050	23,000,000
Basic net (loss) income per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Diluted net (loss) income per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Class And B Non Redeemable Common Stock
Other income (loss):
Weighted average shares outstanding, basic	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Basic net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Diluted net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Subject to possible Redemption Common stock	Class A common stock Subject to possible Redemption	Class A common stock Common stock	Class A common stock	Class B common stock Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021			$ 0		$ 575	$ 0	$ (24,256,277)	$ (24,255,702)
Balance at the beginning (in shares) at Dec. 31, 2021					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2021	$ 234,600,690	$ 234,600,690
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2021	23,000,000
Remeasurement of Class A common stock subject to possible redemption	$ 3,383,823	3,383,823					(3,383,823)	(3,383,823)
Net (loss) income							18,132,948	18,132,948
Balance at the ending at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the ending (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the ending at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Accumulated Deficit, Gain on Waiver of Deferred Underwriting Fees							8,050,000	8,050,000
Remeasurement of Class A common stock subject to possible redemption	$ 2,525,300						(2,525,300)	(2,525,300)
Net (loss) income							1,184,465	1,184,465
Balance at the ending at Mar. 31, 2023					$ 575		(2,797,987)	(2,797,412)
Balance at the ending (in shares) at Mar. 31, 2023	23,000,000				5,750,000
Temporary Equity, Balance at the ending at Mar. 31, 2023	$ 240,509,813
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Trust Account withdrawal for tax payments	$ (460,000)						460,000	460,000
Balance at the ending at Jun. 30, 2023	$ 45,219,364		$ 420		$ 155		(3,157,987)	(3,157,412)
Balance at the ending (in shares) at Jun. 30, 2023	4,150,065		4,200,000		1,550,000
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Remeasurement of Class A common stock subject to possible redemption								(6,120,704)
Net (loss) income								2,831,194
Balance at the ending at Sep. 30, 2023			$ 420		$ 155	335,986	(4,048,919)	(3,712,358)
Balance at the ending (in shares) at Sep. 30, 2023	4,150,065		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2023	$ 44,122,831
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Sponsor conversion of Class B common stock			$ 420		$ (420)
Sponsor conversion of Class B common stock (in shares)			4,200,000		(4,200,000)
Sponsor capital contribution for non-redemption agreements						934,906		934,906
Sponsor cash capital contribution						800,000		800,000
Redemption of Class A common stock	$ (197,694,657)			$ (197,694,657)
Redemption of Class A common stock (in shares)	(18,849,935)
Excise tax liability							(1,976,947)	(1,976,947)
Trust Account withdrawal for tax payments	$ (2,287,729)						2,287,729	2,287,729
Remeasurement of Class A common stock subject to possible redemption	6,707,678	$ 6,707,678				(973,935)	(5,733,743)	(6,707,678)
Net (loss) income							2,729,602	2,729,602
Balance at the ending at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the ending (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the ending at Dec. 31, 2023	$ 44,709,805	$ 44,709,805
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2023	4,150,065	4,150,065
Balance at the beginning at Mar. 31, 2023					$ 575		(2,797,987)	(2,797,412)
Balance at the beginning (in shares) at Mar. 31, 2023	23,000,000				5,750,000
Temporary Equity, Balance at the beginning at Mar. 31, 2023	$ 240,509,813
Sponsor conversion of Class B common stock			$ 420		$ (420)
Sponsor conversion of Class B common stock (in shares)			4,200,000		(4,200,000)
Sponsor capital contribution for non-redemption agreements						386,961		386,961
Redemption of Class A common stock	$ (197,694,657)
Redemption of Class A common stock (in shares)	(18,849,935)
Remeasurement of Class A common stock subject to possible redemption	$ 2,864,208					(386,961)	(2,477,247)	(2,864,208)
Net (loss) income							1,657,247	1,657,247
Balance at the ending at Jun. 30, 2023	$ 45,219,364		$ 420		$ 155		(3,157,987)	(3,157,412)
Balance at the ending (in shares) at Jun. 30, 2023	4,150,065		4,200,000		1,550,000
Sponsor capital contribution for non-redemption agreements						135,986		135,986
Sponsor cash capital contribution						200,000		200,000
Excise tax liability							(1,976,947)	(1,976,947)
Trust Account withdrawal for tax payments	$ (1,827,729)						1,827,729	1,827,729
Remeasurement of Class A common stock subject to possible redemption	$ 731,196						(731,196)	(731,196)
Net (loss) income							(10,518)	(10,518)
Balance at the ending at Sep. 30, 2023			$ 420		$ 155	335,986	(4,048,919)	(3,712,358)
Balance at the ending (in shares) at Sep. 30, 2023	4,150,065		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2023	$ 44,122,831
Balance at the beginning at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the beginning (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the beginning at Dec. 31, 2023	44,709,805	$ 44,709,805
Sponsor capital contribution for non-redemption agreements						274,973		274,973
Sponsor cash capital contribution						235,647		235,647
Redemption of Class A common stock	$ (32,214,591)
Redemption of Class A common stock (in shares)	(2,986,952)
Excise tax liability							(322,145)	(322,145)
Trust Account withdrawal for tax payments	$ (489,119)						489,119	489,119
Remeasurement of Class A common stock subject to possible redemption	559,907					(559,907)		(559,907)
Net (loss) income							261,607	261,607
Balance at the ending at Mar. 31, 2024	$ 12,566,002		$ 420		$ 155	711,684	(3,721,930)	(3,009,671)
Balance at the ending (in shares) at Mar. 31, 2024	1,163,113		4,200,000		1,550,000
Balance at the beginning at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the beginning (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the beginning at Dec. 31, 2023	$ 44,709,805	$ 44,709,805
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2023	4,150,065	4,150,065
Redemption of Class A common stock		$ (32,214,591)
Remeasurement of Class A common stock subject to possible redemption		889,022						(889,022)
Net (loss) income								(1,739,275)
Balance at the ending at Sep. 30, 2024			$ 420		$ 155	700,150	(5,722,812)	(5,022,087)
Balance at the ending (in shares) at Sep. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2024	$ 12,895,117	$ 12,895,117
Temporary Equity, Balance at the ending (in shares) at Sep. 30, 2024		1,163,113
Balance at the beginning at Mar. 31, 2024	$ 12,566,002		$ 420		$ 155	711,684	(3,721,930)	(3,009,671)
Balance at the beginning (in shares) at Mar. 31, 2024	1,163,113		4,200,000		1,550,000
Sponsor cash capital contribution						97,581		97,581
Remeasurement of Class A common stock subject to possible redemption	$ 163,615					(163,615)		(163,615)
Net (loss) income							(504,984)	(504,984)
Balance at the ending at Jun. 30, 2024			$ 420		$ 155	645,650	(4,226,914)	(3,580,689)
Balance at the ending (in shares) at Jun. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Jun. 30, 2024	$ 12,729,617
Sponsor cash capital contribution						220,000		220,000
Remeasurement of Class A common stock subject to possible redemption	$ 165,500					(165,500)		(165,500)
Net (loss) income							(1,495,898)	(1,495,898)
Balance at the ending at Sep. 30, 2024			$ 420		$ 155	$ 700,150	$ (5,722,812)	$ (5,022,087)
Balance at the ending (in shares) at Sep. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2024	$ 12,895,117	$ 12,895,117
Temporary Equity, Balance at the ending (in shares) at Sep. 30, 2024		1,163,113

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Accrued dividend on marketable securities held in Trust Account	(53,099)	(188,262)	(198,419)	(759,525)
Change in fair value of warrant liabilities	1,275,500	725,950	53,450	(16,688,950)
Sponsor capital contribution for non-redemption agreements			934,906
Non-redemption agreement expense	274,973	522,948
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(1,656,454)	1,585,407	1,571,909	551,046
Administrative support fee - related party	135,000		231,500
Due to related party	34,357	43,339	(8,317)
Accrued offering costs				(611,443)
Prepaid expenses	(131,004)	225,094	227,594	(227,594)
Net cash (used in) provided by operating activities	(1,860,002)	5,745,670	5,542,225	396,482
Cash Flows from Investing Activities:
Purchases of marketable securities held in Trust Account	(835,923)	(5,932,442)	(6,509,259)	(237,780,570)
Proceeds from marketable securities held in Trust Account	32,703,710	199,982,385	199,982,386	235,156,272
Net cash provided by investing activities	31,867,787	194,049,943	193,473,127	(2,624,298)
Cash Flows from Financing Activities:
Payment to Class A common stockholders for redemptions	(32,214,591)	(197,694,657)	(197,694,657)
Cash capital contribution from Sponsor	553,228	200,000	800,000
Payments made by related party on behalf of the Company				244,550
Receipt of amounts due from related party				83,581
Net cash (used in) financing activities	(31,661,363)	(197,494,657)	(196,894,657)	328,131
Net Change in Cash	(1,653,578)	2,300,956	2,120,695	(1,899,685)
Cash - Beginning of period	2,171,553	50,858	50,858	1,950,543
Cash - End of period	517,975	2,351,814	2,171,553	50,858
Supplemental Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption	889,022	6,120,704	6,707,678	3,383,823
Trust Account withdrawal for tax payments	489,119	2,287,729	2,287,729
Excess fair value of Class B common stock transferred by Sponsor	274,973	522,948	934,906
Excise tax liability	322,145	$ 1,976,947	$ 1,976,947
Gain on waiver of deferred underwriting fee				$ 8,050,000
Supplemental Cash Flow Information:
Cash paid for taxes	$ 2,021,810

Description of Organization and

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Southport Acquisition Corporation (the “Company” or “Southport”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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. Sigma Merger Sub, Inc. (“Merger Sub”), a direct wholly owned subsidiary of the Company, was formed in Delaware on September 9, 2024. The Company’s unaudited condensed financial statements include Merger Sub and are presented on a consolidated basis. As of September 30, 2024, the Company had not yet commenced any operations. All activity from inception through September 30, 2024 related to the Company’s formation, initial public offering (the “IPO”), and pursuit of a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000 , which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000 . Following the closing of the IPO on December 14, 2021, $234,600,000 ( $10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “First Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “First Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. Prior to the First Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. In connection with the First Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657 , resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Continental Stock Transfer & Trust Company (the “Trustee”) processed the redemptions and withdrew the $197,694,657 payable to the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to March 14, 2024. In connection with each of the six monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with the Non-Redemption Agreements. In addition, on March 14, 2024 (the “Second Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024 (the “Second Extension”). In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591 , resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, as of September 30, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding (including 1,163,113 shares of Class A common stock subject to possible redemption) and $12,895,117 held in the Trust Account. On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock, warrants, with each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 , subject to adjustment (“Warrants”) and Units, each consisting of one share of Class A common stock and one -half of one Warrant and remove such securities from registration under Section 12(b) of the Exchange Act. The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company’s Class A common stock, Warrants and Units under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing. Upon deregistration of the Company’s securities under Section 12(b) of the Exchange Act, the Company’s securities will remain registered under Section 12(g) of the Exchange Act. The Company’s Class A common stock, Warrants and Units began trading on the OTC Pink Marketplace on or about March 22, 2024 under the symbols “PORT”, “PORTW” and “PORTU”, respectively. ​ Agreement and Plan of Merger On September 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Merger Sub and Angel Studios, Inc., a Delaware Corporation (“Angel Studios”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger”); (ii) at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $10.00 ; (iii) at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); (iv) subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding; and (v) at the Closing, Southport will be renamed “Angel Studios, Inc.”. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the approval of the Merger Agreement and the transactions contemplated thereby by the respective stockholders of Southport and Angel Studios, and the approval by Southport’s stockholders of an extension to Southport’s deadline to consummate a business combination to September 30, 2025 (see Note 11). Sponsor Support Agreement On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, the Sponsor, and Angel Studios, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith. In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration. The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap. The Sponsor Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties. Angel Studios Stockholder Support Agreement On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, Angel Studios and certain stockholders of Angel Studios (the “Key Stockholders”). Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of Angel Studios common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby. Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “SEC”) rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of September 30, 2024. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the First Special Meeting. On March 14, 2024, 2,986,952 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $32,214,591 in connection with the Second Special Meeting. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of September 30, 2024 and determined that a contingent liability should be calculated and recorded. As of September 30, 2024, the Company recorded $2,299,092 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of September 30, 2024 and December 31, 2023, the Company had cash of $517,975 and $2,171,553 , respectively, and working capital deficit of $3,166,087 and $2,808,465 , respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through capital contributions or working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.	Note 1. Southport Acquisition Corporation. (the “Company”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 yet commenced any operations. All activity from inception through December 31, 2023 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000. Following the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing the Company a 21-month period (or up to 27-month period) from the closing of the IPO to consummate its initial Business Combination. Prior to the Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. In connection with the Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at December 31, 2023, there were 8,350,065 shares of Class A common stock issued and outstanding Prior to December 31, 2023, the board of directors of the Company approved four monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to January 14, 2024. As described in Note 11 to the financial statements (Subsequent Events), in January and February 2024, the board approved two further monthly extensions up to March 14, 2024. In connection with each of the monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the sponsor and such third parties. In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024. In connection with the vote to extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591, resulting in 1,163,113 shares of Class A common stock issued and outstanding Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations and increased inflation, and the recently adopted SEC rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the stockholder vote to approve the Company’s Extension Amendment Proposal. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of December 31, 2023, the Company recorded $1,976,947 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of December 31, 2023 and 2022, the Company had cash of $2,171,553 and $50,858, respectively, and a working capital deficit of $2,808,465 and $929,527, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Extended Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended (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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500 , respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022 , respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117 ​ Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​ ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.	Note 2. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805 ​ Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​ ​ Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Initial Public Offering

Initial Public Offering	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3. Initial Public Offering At the closing of the IPO on December 14, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one -half of one warrant of the Company (each a “Public Warrant”). Each whole 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). Upon the closing of the IPO on December 14, 2021, $234,600,000 ( $10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of September 30, 2024 and December 31, 2023, $12,895,117 and $44,709,805 was held in the Trust Account, respectively. In addition, as of September 30, 2024 and December 31, 2023, $517,975 and $2,171,553 of cash was not held in the Trust Account and is available for working capital purposes, respectively. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting discount (see Note 8).	Note 3. At the closing of the IPO on December 14, 2021 the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one Upon the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of December 31, 2023 and 2022, $44,709,805 and 237,984,513 was held in the Trust Account, respectively. In addition, as of December 31, 2023 and 2022, $2,171,553 and 50,858 of cash was not held in the Trust Account and is available for working capital purposes, respectively. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee (see Note 8).

Private Placement

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Private Placement
Private Placement	Note 4. Private Placement The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ( $11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 7 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $ 10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.	Note 4. The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Extended Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions
Related Party Transactions	Note 5. Related Party Transactions Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one -for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company had 1,550,000 shares of Class B common stock issued and outstanding. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Due to Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of September 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $236,233 , respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement. For the three and nine months ended September 30, 2024, the Company has paid $0 under the agreement. For the three and nine months ended September 30, 2023, the Company has paid $ 10,500 under the agreement. The Company has accrued $366,500 and $231,500 related to the unpaid amounts under the administrative support agreement as of September 30, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution As of September 30, 2024, the Sponsor made capital contributions of $1,353,228 to the Company to fund outstanding payments to the Company’s vendors. The Sponsor made $220,000 and $553,228 of contributions for the three and nine months ended September 30, 2024, respectively. The Sponsor made $0 of contributions for the three and nine months ended September 30, 2023. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.	Note 5. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of December 31, 2023 and 2022, the Company owed $236,233 and $244,550, respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services. For the year ended December 31, 2023 and 2022, the Company has paid $10,500 and $118,000 under the agreement, respectively. The Company has accrued $231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party account on the balance sheets for the year ended December 31, 2023. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $800,000 and zero, respectively, to the Company to fund outstanding payments to vendors. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.

Stockholders' Equity

Stockholders' Equity	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stockholders' Equity
Stockholders' Equity	Note 6. Stockholders’ Equity Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the First Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Second Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at September 30, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value, common stock. Holders of the Company’s common stock are entitled to one vote for each share. On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding. Accordingly, as of September 30, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding , of which 50,004 shares are held by the Sponsor and 1,499,996 were transferred to third party investors pursuant to the Non-Redemption Agreements. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.	Note 6. Preferred stock — Class A common stock — outstanding issued issued outstanding Class B common stock — issued issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants

Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Warrants
Warrants	Note 7. Warrants The Company accounts for 23,200,000 warrants issued in connection with the IPO ( 11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or the Company’s liquidation. The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 - day redemption period (or, in the case of a redemption described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ,” the Company requires or permits the Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ,” if the sale of those shares of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company classifies each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. There has been no change in the classification of the warrants as of September 30, 2024. In connection with the Merger Agreement and subject to the approval of the holders of Southport’s Public Warrants, Southport will amend its Public Warrants so that, immediately prior to the Closing, each of the issued and outstanding Public Warrants automatically will convert into 0.1 newly issued share of Southport Class A common stock and such warrants will cease to be outstanding. Additionally, in connection with the Sponsor Support Agreement, the Sponsor has agreed to forfeit all of the Private Placement Warrants held by it at the Closing for no additional consideration.	Note 7. The Company accounts for 23,200,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination by December 14, 2024 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 (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 8. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount. On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021. The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate, 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. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit. Non-Redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed consolidated statements of operations. The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $1,209,879 . In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024.	Note 8. Registration rights The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 Non-redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties. As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations. The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $934,906.

Fair Value Measurements

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Fair Value Measurements	Note 9. Fair Value Measurements Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2024, and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account ​ $ 12,895,117 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ $ 920,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 936,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ — ​ At September 30, 2024, and December 31, 2023, the Company’s warrant liability was valued at $1,856,000 and $580,500 . Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information for the three and nine months ended September 30, 2024, and 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Private Placement Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2024 ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 Change in fair value ​ ​ (221,950) ​ ​ (226,000) ​ ​ (447,950) Derivative warrant liabilities as of March 31, 2024 ​ ​ 65,550 ​ ​ 67,000 ​ ​ 132,550 Change in fair value ​ ​ 164,450 ​ ​ 167,000 ​ ​ 331,450 Derivative warrant liabilities as of June 30, 2024 ​ ​ 230,000 ​ ​ 234,000 ​ ​ 464,000 Change in fair value ​ 690,000 ​ ​ 702,000 ​ ​ 1,392,000 Derivative warrant liabilities as of September 30, 2024 ​ $ 920,000 ​ $ 936,000 ​ $ 1,856,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2023 ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31, 2022 ​ $ 261,050 ​ $ 266,000 ​ $ 527,050 ​ $ — Change in fair value ​ ​ 269,100 ​ ​ 273,000 ​ ​ 542,100 ​ ​ — Derivative warrant liabilities as of March 31, 2023 ​ ​ 530,150 ​ ​ 539,000 ​ ​ 1,069,150 ​ ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Change in fair value ​ ​ (70,150) ​ ​ (71,000) ​ ​ (141,150) ​ ​ — Derivative warrant liabilities as of June 30, 2023 ​ ​ 460,000 ​ ​ 468,000 ​ ​ 928,000 ​ ​ 197,694,657 Share repurchase payment ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 161,000 ​ ​ 164,000 ​ ​ 325,000 ​ ​ — Derivative warrant liabilities as of September 30, 2023 ​ $ 621,000 ​ $ 632,000 ​ $ 1,253,000 ​ $ — ​ Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one -half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. As of September 30, 2024, the Public Warrants have detached from the Units and are separately tradable on the over-the-counter markets. The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of September 30, 2024. The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at September 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ Inputs: 2024 2023 Common stock price ​ $ 11.00 ​ $ 10.56 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.56 % 4.55 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share ​ $ 0.08 ​ $ 0.05 ​ Dividend yield ​ 0.00 % 0.00 % ​ Non-recurring Fair Value Measurements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a non-redemption agreement expense in accordance with SAB Topic 5T. The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the First Extension at $387,000 , or $0.77 per share. In connection with the subsequent extensions to March 14, 2024, the Sponsor transferred an additional 999,996 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements. The Company estimated the fair value of the 999,996 Class B shares transferred at $0.82 to $0.83 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized June 9, 2023, the date of the consummation of the First Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023, December 13, 2023, January 12, 2024 and February 14, 2024 as the measurement dates for the transfer of the 166,666 Class B shares ( 999,996 Class B shares in the aggregate) transferred in connection with the subsequent extensions, respectively. The following are the key inputs into the calculations at the measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, ​ October 11, November 14, ​ December 13, ​ January 12, February 12, ​ Inputs: 2023 2023 2023 2023 2023 2024 2024 ​ Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ $ 10.65 ​ $ 10.73 ​ Estimated probability of an Initial Business Combination ​ 10.00 % ​ 10.00 % 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % Estimated volatility ​ 76.56 % ​ 65.96 % 64.90 % ​ 63.91 % ​ 65.52 % ​ 66.02 % ​ 64.40 % Risk-free rate ​ 5.10 % ​ 5.39 % 5.31 % ​ 5.17 % ​ 4.88 % ​ 4.60 % ​ 4.88 % Time to expiration ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​	Note 9. Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account ​ $ 44,709,805 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 287,500 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 293,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities ​ ​ ​ Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ — ​ At December 31, 2023 and 2022, the Company’s warrant liability was valued at $580,500 and $527,050, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. The fair value of the Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date. With each re-measurement, the Public Warrants and Private Placement Warrants are adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information for the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 ​ $ 8,521,000 ​ $ 8,695,000 ​ $ 17,216,000 ​ $ — Change in fair value ​ (8,259,950) ​ (8,429,000) ​ ​ (16,688,950) ​ — Derivative warrant liabilities as of December 31, 2022 ​ 261,050 ​ 266,000 ​ ​ 527,050 ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Share repurchase payment ​ ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 26,450 ​ ​ 27,000 ​ ​ 53,450 ​ ​ — Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 ​ $ — ​ Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Inputs: ​ 2023 ​ 2022 Common stock price ​ $ 10.64 ​ $ 10.18 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.81 % 3.95 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.03 ​ $ 0.02 ​ Dividend yield ​ 0.00 % 0.00 % ​ Non-recurring Fair Value Measurements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a financing expense in accordance with SAB Topic 5T. The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the extension of the deadline to complete a business combination from June 14, 2023 to September 14, 2023 at $387,000, or $0.77 per share. In connection with the subsequent extensions to January 14, 2024, the Sponsor transferred an additional 666,664 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements. The Company estimated the fair value of the 166,666 Class B shares transferred at $0.82 to $0.83 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023 and December 13, 2023 as the measurement dates for the transfer of the 166,666 Class B shares (666,664 Class B shares in the aggregate) transferred in connection with the Subsequent Extensions, respectively. The following are the key inputs into the calculations at the measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, October 11, November 14, December 13, Inputs: ​ 2023 ​ 2023 ​ 2023 ​ 2023 ​ 2023 Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ Estimated probability of an Initial Business Combination ​ 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility ​ 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate ​ 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ ​

Income Taxes

Income Taxes	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Income Taxes
Income Taxes	Note 10. Income Taxes The Company utilized the discrete method for estimating its interim income tax provision. During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $24,220 and $138,344 , respectively, and our effective tax rate was 1.65% and 8.64% respectively. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $142,965 and $1,253,934 , respectively, and our effective tax rate was 107.94% and 30.70% , respectively. The effective tax rate differs from the Federal statutory tax rate of 21% due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2024.	Note 10. The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Capitalized start-up costs ​ $ 877,440 ​ $ 579,901 Net operating loss carryforward ​ 39,845 ​ ​ — Total deferred tax assets ​ 917,285 ​ 579,901 Valuation allowance ​ (861,760) ​ (211,887) Net deferred tax assets ​ ​ 55,525 ​ 368,014 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Accrued dividends on marketable securities held in Trust Account ​ ​ (55,525) ​ ​ (368,014) Total deferred tax liabilities ​ ​ (55,525) ​ ​ (368,014) Net deferred tax assets (liabilities) ​ $ — ​ $ — ​ The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 1,319,280 ​ $ 362,282 State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ (457,790) ​ 17,037 State ​ (192,083) ​ (13,143) Change in Valuation Allowance ​ 649,873 ​ (3,894) Income tax provision ​ $ 1,319,280 ​ $ 362,282 ​ As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $0 and $0, respectively, that may be carried forward indefinitely. As of December 31, 2023 and 2022, the Company has gross state net operating loss carryforwards of $570,536 and $0, respectively, which begin to expire in 2041. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $649,873 and $3,894, respectively. ​ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 ​ ​ The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2023 and 2022 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 11. Subsequent Events On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company as funds available to it outside of the Trust Account. On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”). On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the Third Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. On October 21, 2024, the Company cancelled the Third Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 , in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”). Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Special Meeting were not processed. On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to: 1) reschedule the Third Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal. On November 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios. On November 13, 2024, the Company held the Third Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.	Note 11. In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024. In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties. On January 19, 2024, the Company paid $1,450,000 for 2023 estimated federal income taxes and $362,282 for outstanding 2022 federal income taxes. On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024. At the special meeting, the Company’s stockholders approved the extension proposal. In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. As a result of the redemptions, 1,163,113 shares of Class A common stock were issued outstanding ​ On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024. Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively. The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur. As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination. If the Company does not complete an initial Business Combination by such date, it will, 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 the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended (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.	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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively.	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 had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account.	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500 , respectively.	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022 , respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805
Income taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​
Related Parties		Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Schedule of class A common stock, classified as temporary equity in the condensed balance sheets	​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117	As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805
Schedule of calculation of basic and diluted net income (loss) per common stock	​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account ​ $ 12,895,117 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ $ 920,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 936,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ —	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account ​ $ 44,709,805 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 287,500 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 293,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities ​ ​ ​ Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ —
Schedule of changes in fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2024 ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 Change in fair value ​ ​ (221,950) ​ ​ (226,000) ​ ​ (447,950) Derivative warrant liabilities as of March 31, 2024 ​ ​ 65,550 ​ ​ 67,000 ​ ​ 132,550 Change in fair value ​ ​ 164,450 ​ ​ 167,000 ​ ​ 331,450 Derivative warrant liabilities as of June 30, 2024 ​ ​ 230,000 ​ ​ 234,000 ​ ​ 464,000 Change in fair value ​ 690,000 ​ ​ 702,000 ​ ​ 1,392,000 Derivative warrant liabilities as of September 30, 2024 ​ $ 920,000 ​ $ 936,000 ​ $ 1,856,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2023 ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31, 2022 ​ $ 261,050 ​ $ 266,000 ​ $ 527,050 ​ $ — Change in fair value ​ ​ 269,100 ​ ​ 273,000 ​ ​ 542,100 ​ ​ — Derivative warrant liabilities as of March 31, 2023 ​ ​ 530,150 ​ ​ 539,000 ​ ​ 1,069,150 ​ ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Change in fair value ​ ​ (70,150) ​ ​ (71,000) ​ ​ (141,150) ​ ​ — Derivative warrant liabilities as of June 30, 2023 ​ ​ 460,000 ​ ​ 468,000 ​ ​ 928,000 ​ ​ 197,694,657 Share repurchase payment ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 161,000 ​ ​ 164,000 ​ ​ 325,000 ​ ​ — Derivative warrant liabilities as of September 30, 2023 ​ $ 621,000 ​ $ 632,000 ​ $ 1,253,000 ​ $ —	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 ​ $ 8,521,000 ​ $ 8,695,000 ​ $ 17,216,000 ​ $ — Change in fair value ​ (8,259,950) ​ (8,429,000) ​ ​ (16,688,950) ​ — Derivative warrant liabilities as of December 31, 2022 ​ 261,050 ​ 266,000 ​ ​ 527,050 ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Share repurchase payment ​ ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 26,450 ​ ​ 27,000 ​ ​ 53,450 ​ ​ — Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 ​ $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ Inputs: 2024 2023 Common stock price ​ $ 11.00 ​ $ 10.56 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.56 % 4.55 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share ​ $ 0.08 ​ $ 0.05 ​ Dividend yield ​ 0.00 % 0.00 %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Inputs: ​ 2023 ​ 2022 Common stock price ​ $ 10.64 ​ $ 10.18 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.81 % 3.95 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.03 ​ $ 0.02 ​ Dividend yield ​ 0.00 % 0.00 %
Schedule of quantitative information regarding Level 3 fair value measurements inputs date	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, ​ October 11, November 14, ​ December 13, ​ January 12, February 12, ​ Inputs: 2023 2023 2023 2023 2023 2024 2024 ​ Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ $ 10.65 ​ $ 10.73 ​ Estimated probability of an Initial Business Combination ​ 10.00 % ​ 10.00 % 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % Estimated volatility ​ 76.56 % ​ 65.96 % 64.90 % ​ 63.91 % ​ 65.52 % ​ 66.02 % ​ 64.40 % Risk-free rate ​ 5.10 % ​ 5.39 % 5.31 % ​ 5.17 % ​ 4.88 % ​ 4.60 % ​ 4.88 % Time to expiration ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, October 11, November 14, December 13, Inputs: ​ 2023 ​ 2023 ​ 2023 ​ 2023 ​ 2023 Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ Estimated probability of an Initial Business Combination ​ 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility ​ 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate ​ 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ ​

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)								9 Months Ended		12 Months Ended
	Nov. 13, 2024	Oct. 11, 2024	Mar. 27, 2024	Mar. 14, 2024	Jul. 07, 2023	May 25, 2023	Dec. 14, 2021	Dec. 14, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 11, 2024	Apr. 08, 2024	Mar. 31, 2024	Mar. 21, 2024	Feb. 29, 2024	Jan. 31, 2024	Jun. 09, 2023	Nov. 25, 2021
Description of Organization and Business Operations
Share price									$ 9.2	$ 9.2
Cash									$ 517,975	$ 2,171,553	$ 50,858
Working capital									3,166,087	2,808,465	929,527
Aggregate redemption amount					$ 197,694,657
Excise tax liability									2,299,092	1,976,947
Marketable securities held in Trust Account									$ 12,895,117	$ 44,709,805	$ 237,984,513
Common stock, par value (In dollars per share)												$ 0.0001
Angel Studios, Inc.
Description of Organization and Business Operations
Business acquisition equity interest issued value assigned												$ 1,500,000,000
Business acquisition share price												$ 10
Sponsor
Description of Organization and Business Operations
Common stock, shares outstanding						4,200,000
Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares				2,986,952					18,849,935
Conversion of Class B common stock										4,200,000	4,200,000
Aggregate redemption amount				$ 32,214,591	$ 197,694,657				$ 32,214,591
Number of shares redeemed			2,986,952	2,986,952	18,849,935
Class A ordinary shares subject to possible redemption, issued (in shares)				1,163,113					1,163,113	4,150,065	23,000,000							4,150,065
Common stock subject to possible redemption, shares outstanding				1,163,113		23,000,000			1,163,113	4,150,065	23,000,000							4,150,065
Common class not subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares						18,849,935				18,849,935
Aggregate redemption amount						$ 197,694,657			$ 197,694,657	$ 197,694,657
Share redemption payable withdrawn					$ 197,694,657	$ 4,150,065				$ 4,150,065
Number of shares redeemed					18,849,935
Common stock subject to possible redemption, shares outstanding						23,000,000
Class A common stock
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares										18,849,935
Share price									$ 9.2	$ 9.2
Price of warrants													$ 11.5
Common stock, shares issued						27,200,000			5,363,113	8,350,065	23,000,000
Common stock, shares outstanding						27,200,000			5,363,113	8,350,065	23,000,000
Aggregate redemption amount										$ 197,694,657
Number of shares redeemed					18,849,935
Number of warrants in a unit													0.5
Number of shares issuable per warrant (in shares)													1
Number of shares in a unit													1
Common stock, par value (In dollars per share)									$ 0.0001	$ 0.0001	$ 0.0001
Class A common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares issued						4,000,000
Common stock, shares issued										8,350,065
Common stock, shares outstanding										8,350,065
Class B common stock
Description of Organization and Business Operations
Common stock, shares issued						1,550,000			1,550,000	1,550,000	5,750,000
Common stock, shares outstanding						1,550,000			1,550,000	1,550,000	5,750,000								5,750,000
Common stock, par value (In dollars per share)									$ 0.0001	$ 0.0001	$ 0.0001
Class B common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares transferred						1,499,996			1,499,996	1,499,996				166,666
Shares transferred to consummation of extension						500,000
Additional non redemption shares transferred						166,666
Conversion of Class B common stock						4,200,000
Common stock, shares issued						1,550,000
Common stock, shares outstanding									50,004	50,004
Subsequent Events
Description of Organization and Business Operations
Aggregate redemption amount	$ 12,000,000
Subsequent Events | Sponsor
Description of Organization and Business Operations
Shares transferred to consummation of extension								1,163,113
Subsequent Events | Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares		985,170						2,986,952
Aggregate redemption amount								$ 32,214,591
Class A ordinary shares subject to possible redemption, issued (in shares)								1,163,113
Common stock subject to possible redemption, shares outstanding								1,163,113
Subsequent Events | Class A common stock
Description of Organization and Business Operations
Number of warrants in a unit															0.5
Subsequent Events | Class A common stock | Sponsor
Description of Organization and Business Operations
Conversion of Class B common stock								32,214,591
Common stock, shares outstanding								0
Subsequent Events | Class B common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares transferred								2,986,952								166,666	166,666
Additional non redemption shares transferred																166,666	166,666
Common stock, shares issued								0
Private placement warrants
Description of Organization and Business Operations
Number of warrants issued							11,700,000
Price of warrants							$ 1
Proceeds from sale of Private Placement Warrants							$ 11,700,000
Public Warrants | Class A common stock
Description of Organization and Business Operations
Number of shares issuable per warrant (in shares)									0.1			0.1
IPO
Description of Organization and Business Operations
Number of shares issued							23,000,000
Share price							$ 10
Proceeds from issuance of shares							$ 230,000,000
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
IPO | Class A common stock
Description of Organization and Business Operations
Price of warrants							$ 11.5
Number of shares issuable per warrant (in shares)							1
Number of shares in a unit							1
Common stock, par value (In dollars per share)							$ 0.0001
IPO | Public Warrants
Description of Organization and Business Operations
Number of warrants in a unit							0.5
Over-allotment
Description of Organization and Business Operations
Number of shares issued							3,000,000
Initial Public Offering, Over-Allotment and the Private Placement
Description of Organization and Business Operations
Number of shares issued							3,000,000
Share price							$ 10.2
Proceeds from issuance of shares							$ 234,600,000
Maturity term of U.S. government securities							185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
Duration of combination period							18 months

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)							3 Months Ended						9 Months Ended		12 Months Ended
	Mar. 27, 2024	Mar. 14, 2024	Jul. 07, 2023	Jun. 09, 2023	May 25, 2023	Dec. 14, 2021	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash							$ 517,975						$ 517,975		$ 2,171,553	$ 50,858
Cash equivalents							0						0		0	0
Aggregate redemption amount			$ 197,694,657
Proceeds from marketable securities held in Trust Account													32,703,710	$ 199,982,385	199,982,386	235,156,272
Warrant liability							1,856,000						$ 1,856,000		$ 580,500	$ 527,050
Number of shares remaining													1,163,113		4,150,065	23,000,000
Marketable securities held in Trust Account							12,895,117						$ 12,895,117		$ 44,709,805	$ 237,984,513
Accretion applicable to Class A redeemable shares							165,500	$ 163,615	$ 559,907	$ 731,196	$ 2,864,208	$ 2,525,300	889,022	$ 6,120,704	6,707,678	3,383,823
Unrecognized tax benefits							0						0
Amounts accrued for the payment of interest and penalties							468						468		22,062	0
Federal depository insurance coverage							250,000						$ 250,000		250,000
Additional Paid-in Capital
Summary of Significant Accounting Policies
Accretion applicable to Class A redeemable shares							$ 165,500	$ 163,615	$ 559,907		$ 386,961				$ 973,935
Initial Public Offering, Over-Allotment and the Private Placement
Summary of Significant Accounting Policies
Proceeds from sale of Units, net of underwriting discounts paid						$ 234,600,000
Maturity term of U.S. government securities						185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination						100%
Class A common stock
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares															18,849,935
Aggregate redemption amount															$ 197,694,657
Number of shares redeemed			18,849,935
Aggregate redemption amount			$ 197,694,657
Class A common stock subject to redemption
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares		2,986,952											18,849,935
Redemption price per share		$ 10.79					$ 10.49						$ 10.49
Aggregate redemption amount		$ 32,214,591	197,694,657										$ 32,214,591
Proceeds from marketable securities held in Trust Account	$ 32,214,591		$ 197,694,657
Number of shares redeemed	2,986,952	2,986,952	18,849,935
Number of shares exercised their right to redeem		2,986,952		18,849,935
Class A common stock subject to possible redemption							$ 12,895,117						12,895,117		44,709,805	237,984,513	$ 234,600,690
Accretion applicable to Class A redeemable shares													(889,022)		(6,707,678)	$ (3,383,823)
Accretion of Class A redeemable shares to redemption value															$ (6,707,678)
Class A common stock not subject to redemption
Summary of Significant Accounting Policies
Redemption price per share				$ 10.49
Number of shares exercised their right to redeem				18,849,935
Aggregate redemption amount				$ 197,694,657
Class A common stock not subject to redemption | Additional Paid-in Capital
Summary of Significant Accounting Policies
Accretion applicable to Class A redeemable shares							$ 165,500						889,022
Common class not subject to redemption
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares					18,849,935										18,849,935
Redemption price per share		$ 10.79
Aggregate redemption amount					$ 197,694,657								$ 197,694,657		$ 197,694,657
Number of shares redeemed			18,849,935
Number of shares exercised their right to redeem		2,986,952
Share redemptions payable		$ 32,214,591

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Common stock subject to possible redemption (Details) - USD ($)			3 Months Ended						9 Months Ended		12 Months Ended
	Mar. 14, 2024	Jul. 07, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Temporary equity
Remeasurement of Class A common stock subject to possible redemption			$ (165,500)	$ (163,615)	$ (559,907)	$ (731,196)	$ (2,864,208)	$ (2,525,300)	$ (889,022)	$ (6,120,704)	$ (6,707,678)	$ (3,383,823)
Redemption of Class A common stock		$ (197,694,657)
Trust Account withdrawal for tax payments						$ (1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Class A common stock
Temporary equity
Redemption of Class A common stock											(197,694,657)
Class A common stock subject to redemption
Temporary equity
Temporary Equity, Balance at the beginning					$ 44,709,805			$ 237,984,513	44,709,805	$ 237,984,513	237,984,513	234,600,690
Remeasurement of Class A common stock subject to possible redemption									889,022		6,707,678	3,383,823
Share redemptions payable											(197,694,657)
Redemption of Class A common stock	$ (32,214,591)	$ (197,694,657)							(32,214,591)
Trust Account withdrawal for tax payments									(489,119)		(2,287,729)
Temporary Equity, Balance at the ending			$ 12,895,117						$ 12,895,117		$ 44,709,805	$ 237,984,513

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Net income (loss) (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Plus: Trust Account withdrawals for tax payments				1,827,729			489,119	2,287,729	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value	(165,500)	$ (163,615)	$ (559,907)	(731,196)	$ (2,864,208)	$ (2,525,300)	(889,022)	(6,120,704)	$ (6,707,678)	$ (3,383,823)
Net income (loss) including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments	$ (1,661,398)			$ 1,086,015			$ (2,139,178)	$ (1,001,781)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of Common stock
Total number of shares	6,913,113			9,900,065			6,913,113	9,900,065	9,900,065	28,750,000
Weighted average shares ratio	100%			100%			100%	100%	100%
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,827,729			489,119	2,287,729	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(165,500)			(731,196)			(889,022)	(6,120,704)	(6,707,678)	(3,383,823)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Total income (loss) based on weighted average shares ratio, basic	(1,495,898)			(10,518)			(1,739,275)	2,831,194	2,729,602	18,132,948
Total income (loss) based on weighted average shares ratio, diluted	$ (1,495,898)			$ (10,518)			$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Other investee
Summary of Significant Accounting Policies
Ownership percentage										100%
Other investee | Class A common stock not subject to redemption
Summary of Significant Accounting Policies
Ownership percentage										20%
Other investee | Class A and Class B Non-redeemable shares
Summary of Significant Accounting Policies
Ownership percentage										80%
Redeemable warrants | Class A common stock
Number of Common stock
Total number of shares	1,163,113			4,150,065			1,163,113	4,150,065	4,150,065	23,000,000
Weighted average shares ratio	17%			42%			26%	73%	68%
Net (loss) income	$ (251,681)			$ (4,409)			$ (443,798)	$ 2,054,048	$ 1,865,473	$ 14,506,359
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				766,176			124,805	1,659,761	1,563,487
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(27,845)			(306,514)			(226,845)	(4,440,608)	(4,584,183)	(2,707,058)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Total income (loss) based on weighted average shares ratio, basic	(114,026)			(641,280)			(145,935)	3,106,176	3,264,726	15,183,124
Total income (loss) based on weighted average shares ratio, diluted	$ (114,026)			$ (641,280)			$ (145,935)	$ 3,106,176	$ 3,264,726	$ 15,183,124
Weighted average shares outstanding, basic	1,163,113			11,360,423			1,969,808	15,197,646	12,413,050	23,000,000
Weighted average shares outstanding, diluted	1,163,113			11,360,423			1,969,808	15,197,646	12,413,050	23,000,000
Basic net (loss) income per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Diluted net (loss) income per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Redeemable warrants | Other investee | Class A common stock
Summary of Significant Accounting Policies
Ownership percentage										80%
Non redeemable warrants | Class A and Class B Non-redeemable shares
Number of Common stock
Total number of shares	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares ratio	83%			24%			74%	23%	32%
Net (loss) income	$ (1,244,217)			$ (6,109)			$ (1,295,477)	$ 777,146	$ 864,129	$ 3,626,589
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,061,553			364,314	627,968	724,242
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(137,655)			(424,682)			(662,177)	(1,680,096)	(2,123,495)	(676,765)
Total income (loss) based on weighted average shares ratio, basic	(1,381,872)			630,762			(1,593,340)	(274,982)	(535,124)	2,949,824
Total income (loss) based on weighted average shares ratio, diluted	$ (1,381,872)			$ 630,762			$ (1,593,340)	$ (274,982)	$ (535,124)	$ 2,949,824
Weighted average shares outstanding, basic	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Basic net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Diluted net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Non redeemable warrants | Other investee | Class A and Class B Non-redeemable shares
Summary of Significant Accounting Policies
Ownership percentage										20%

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended	12 Months Ended
	Dec. 14, 2021	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 11, 2024	Apr. 08, 2024
Initial Public Offering
Share price		$ 9.2	$ 9.2
Common stock, par value (In dollars per share)					$ 0.0001
Cash		$ 517,975	$ 2,171,553	$ 50,858
Underwriting fees	$ 4,600,000
IPO
Initial Public Offering
Number of shares issued	23,000,000
Share price	$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 230,000,000
Offering cost	13,935,218
Underwriting fees	4,600,000
Deferred underwriting fees	8,050,000
Other offering costs	$ 1,285,218
IPO | Public Warrants
Initial Public Offering
Number of warrants in a unit	0.5
Initial Public Offering, Over-Allotment and the Private Placement
Initial Public Offering
Number of shares issued	3,000,000
Share price	$ 10.2
Proceeds from sale of Units, net of underwriting discounts paid	$ 234,600,000
Maturity term of U.S. government securities	185 days
Proceeds held in trust account		$ 12,895,117	$ 44,709,805	$ 237,984,513
Class A common stock
Initial Public Offering
Share price		$ 9.2	$ 9.2
Number of shares in a unit						1
Common stock, par value (In dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Number of warrants in a unit						0.5
Number of shares issuable per warrant (in shares)						1
Exercise price of warrants (in dollars per share)						$ 11.5
Class A common stock | Public Warrants
Initial Public Offering
Number of shares issuable per warrant (in shares)		0.1			0.1
Class A common stock | IPO
Initial Public Offering
Number of shares in a unit	1
Common stock, par value (In dollars per share)	$ 0.0001
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)	Dec. 14, 2021	Sep. 30, 2024	Apr. 08, 2024	Dec. 31, 2023
Private Placement
Share price		$ 9.2		$ 9.2
Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)			1
Exercise price of warrants (in dollars per share)			$ 11.5
Share price		$ 9.2		$ 9.2
Private Placement
Private Placement
Cash held in Trust Account	$ 9,200,000
Share price	$ 10
Private Placement | Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.5
Sponsor | Private Placement
Private Placement
Number of warrants issued	11,700,000
Proceeds from sale of Private Placement Warrants	$ 11,700,000
Exercise price of warrants (in dollars per share)	$ 1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)							9 Months Ended
	May 25, 2023 shares	Dec. 14, 2021 $ / shares shares	Dec. 13, 2021 shares	Nov. 25, 2021 USD ($) shares	Nov. 24, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Sep. 30, 2024 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares
Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000			1,550,000	1,550,000	5,750,000
Stock conversion ratio							1
Common stock, shares issued	1,550,000						1,550,000	1,550,000	5,750,000
Class B common stock | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited					1,437,500
Consideration for shares forfeited | $					$ 0
Common stock, shares outstanding					5,750,000
Maximum shares subject to forfeiture		0			750,000
Class B common stock | Founder shares | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000
Maximum shares subject to forfeiture		0		750,000
Conversion of Class B common stock	4,200,000
Stock conversion ratio	1
Common stock, shares issued	1,550,000
Class A common stock
Related Party Transactions
Common stock, shares outstanding	27,200,000						5,363,113	8,350,065	23,000,000
Common stock, shares issued	27,200,000						5,363,113	8,350,065	23,000,000
Class A common stock | Sponsor
Related Party Transactions
Common stock, shares issued						1,550,000
Class A common stock | Founder shares | Sponsor
Related Party Transactions
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
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
Over-allotment | Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)			3,000,000
Over-allotment | Class B common stock | Founder shares
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)			3,000,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans, Due to Related Party and Administrative Support Agreement (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 14, 2021	Dec. 10, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions
Payments made by related party on behalf of the Company			$ 270,590		$ 270,590		$ 236,233	$ 244,550
Other Liability, Current, Related Party, Type [Extensible Enumeration]							Related Party [Member]	Related Party [Member]
Administrative support fee - related party			366,500		366,500		$ 231,500
Cash capital contribution from Sponsor					553,228	$ 200,000	800,000
Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 350,000
Cash capital contribution from Sponsor					1,353,228		800,000	$ 0
Payments made to capital contribution			220,000	$ 0	553,228	0
Promissory note with related party | Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	350,000
Administrative Support Agreement | Sponsor
Related Party Transactions
Administrative fees expense per month		$ 15,000
Administrative fees expense			0	$ 10,500	0	$ 10,500	10,500	118,000
Administrative support fee - related party			366,500		366,500		231,500
Working Capital Loans | Affiliate of the Sponsor
Related Party Transactions
Loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1
Outstanding Balance			$ 0		$ 0		$ 0	$ 0

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value (In dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details)						9 Months Ended	12 Months Ended
	Mar. 14, 2024 shares	Jun. 09, 2023 shares	May 25, 2023 shares	Nov. 25, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Sep. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 Vote $ / shares shares	Sep. 11, 2024 $ / shares	Mar. 31, 2024 shares	Dec. 31, 2022 Vote $ / shares shares
Stockholders' Equity
Common stock, par value (In dollars per share) | $ / shares								$ 0.0001
Sponsor
Stockholders' Equity
Common stock, shares outstanding			4,200,000
Class A common stock
Stockholders' Equity
Common stock, shares authorized						200,000,000	200,000,000			200,000,000
Common stock, par value (In dollars per share) | $ / shares						$ 0.0001	$ 0.0001			$ 0.0001
Common stock, number of votes per share | Vote						1	1			1
Common stock, shares issued			27,200,000			5,363,113	8,350,065			23,000,000
Common stock, shares outstanding			27,200,000			5,363,113	8,350,065			23,000,000
Class A common stock | Sponsor
Stockholders' Equity
Common stock, shares issued							8,350,065
Common stock, shares outstanding							8,350,065
Class A common stock subject to redemption
Stockholders' Equity
Common stock subject to possible redemption, shares outstanding	1,163,113	4,150,065	23,000,000			1,163,113	4,150,065			23,000,000
Number of shares exercised their right to redeem	2,986,952	18,849,935
Class A ordinary shares subject to possible redemption, issued (in shares)	1,163,113	4,150,065				1,163,113	4,150,065			23,000,000
Class A common stock not subject to redemption
Stockholders' Equity
Number of shares converted			4,200,000
Common stock, shares issued						4,200,000	4,200,000			0
Common stock, shares outstanding			4,200,000			4,200,000	4,200,000			0
Number of shares exercised their right to redeem		18,849,935
Class A common stock not subject to redemption | Sponsor
Stockholders' Equity
Common stock, shares issued			27,200,000
Common stock, shares outstanding			27,200,000
Class B common stock
Stockholders' Equity
Common stock, shares authorized						20,000,000	20,000,000			20,000,000
Common stock, par value (In dollars per share) | $ / shares						$ 0.0001	$ 0.0001			$ 0.0001
Common stock, number of votes per share | Vote						1	1			1
Common stock, shares issued			1,550,000			1,550,000	1,550,000			5,750,000
Common stock, shares outstanding			1,550,000	5,750,000		1,550,000	1,550,000			5,750,000
Issuance of Class B common stock to Sponsor (in shares)					7,187,500
Issuance of Class B common stock to Sponsor | $					$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Stock conversion ratio						1
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares)						20%	20%
Number of Class A common stock issued upon conversion of each share (in shares)							1
Class B common stock | Sponsor
Stockholders' Equity
Number of shares converted			4,200,000
Common stock, shares issued			1,550,000
Common stock, shares outstanding						50,004	50,004
Aggregate of non redemption shares transferred			1,499,996			1,499,996	1,499,996		166,666

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 11, 2024	Apr. 08, 2024
Warrants
Class of warrant or right outstanding	23,200,000	23,200,000
Threshold maximum period for registration statement to become effective after business combination	60 days	60 days
Threshold consecutive trading days for redemption of warrants	30 days
Threshold trading days for calculating Market Value	20 days	20 days
Newly issued price (in dollars per share)	$ 9.2	$ 9.2
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%	60%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%	115%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Class A common stock
Warrants
Newly issued price (in dollars per share)	$ 9.2	$ 9.2
Number of shares issuable per warrant (in shares)				1
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Redemption price per warrant (in dollars per share)		$ 18
Threshold consecutive trading days for redemption of warrants		30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%	180%
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Threshold trading days for redemption of warrants		20 days
Threshold consecutive trading days for redemption of warrants		30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10	$ 10
Threshold number of trading days before sending notice of redemption to warrant holders	30 days	30 days
Redemption price per warrant (in dollars per share)	$ 0.1	$ 0.1
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10	$ 10
Redemption of Warrants when price per share of Class A common stock is less than $18.00
Warrants
Redemption price per warrant (in dollars per share)	$ 18
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Public Warrants
Warrants
Class of warrant or right outstanding	11,500,000	11,500,000
Warrants exercisable term after the completion of a business combination	30 days	30 days
Term of warrants	5 years	5 years
Threshold maximum period for filing registration statement after business combination	15 days	15 days
Public Warrants | Class A common stock
Warrants
Number of shares issuable per warrant (in shares)	0.1		0.1
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18	$ 0.01
Threshold number of trading days before sending notice of redemption to warrant holders	30 days	30 days
Redemption price per warrant (in dollars per share)	$ 0.01	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18	$ 18
Private placement warrants
Warrants
Class of warrant or right outstanding	11,700,000	11,700,000

Commitments and Contingencies (

Commitments and Contingencies (Details)

9 Months Ended

12 Months Ended

Aug. 22, 2022 USD ($)

Dec. 14, 2021 USD ($) $ / shares shares

Dec. 09, 2021 item

Sep. 30, 2024 USD ($) shares

Dec. 31, 2023 USD ($) shares

Dec. 31, 2022 USD ($)

Feb. 29, 2024 shares

Feb. 14, 2024 shares

Jan. 31, 2024 shares

Jan. 14, 2024 shares

Jan. 12, 2024 shares

Dec. 13, 2023 shares

Nov. 14, 2023 shares

Oct. 11, 2023 shares

Sep. 30, 2023 shares

Jun. 09, 2023 shares

May 25, 2023 shares

Commitments and Contingencies

Maximum number of demands for registration of securities | item

3

Underwriting option period

45 days

Underwriting fees | $

$ 4,600,000

Deferred fee per Unit | $ / shares

$ 0.35

Deferred underwriting commissions | $

$ 8,050,000

Accumulated deficit on waiver of deferred underwriting fee | $

$ 8,050,000

$ 8,050,000

Class A common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares issued

4,000,000

Class B common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares transferred

1,499,996

1,166,664

1,499,996

Additional non redemption shares transferred

999,996

666,664

166,666

166,666

166,666

166,666

166,666

166,666

166,666

999,996

Shares transferred to consummation of extension

500,000

500,000

Excess fair value of shares transferred upon consummation of extension | $

$ 1,209,879

$ 934,906

Class B common stock | Sponsor | Subsequent Events

Commitments and Contingencies

Aggregate of non redemption shares transferred

1,499,996

1,499,996

Over-allotment

Commitments and Contingencies

Number of units granted to underwriters

3,000,000

Shares issued underwriters

3,000,000

Fair Value Measurements - Asset

Fair Value Measurements - Assets and liabilities at fair value (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Warrant liability	$ 1,856,000	$ 580,500	$ 527,050
Level 1 | Recurring
Assets:
Marketable securities held in trust account	12,895,117	44,709,805	237,984,513
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	920,000	287,500	261,050
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 936,000	$ 293,000	$ 266,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes in fair value instruments (Details) - USD ($)	3 Months Ended						12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Public Warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning	$ 230,000	$ 65,550	$ 287,500	$ 460,000	$ 530,150	$ 261,050	$ 261,050	$ 8,521,000
Change in fair value	690,000	164,450	(221,950)	161,000	(70,150)	269,100	26,450	(8,259,950)
Derivative warrant liabilities balance at ending	920,000	230,000	65,550	621,000	460,000	530,150	287,500	261,050
Private Placement Warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning	234,000	67,000	293,000	468,000	539,000	266,000	266,000	8,695,000
Change in fair value	702,000	167,000	(226,000)	164,000	(71,000)	273,000	27,000	(8,429,000)
Derivative warrant liabilities balance at ending	936,000	234,000	67,000	632,000	468,000	539,000	293,000	266,000
Warrant Liability
Fair Value Measurements
Derivative warrant liabilities balance at beginning	464,000	132,550	580,500	928,000	1,069,150	527,050	527,050	17,216,000
Change in fair value	1,392,000	331,450	(447,950)	325,000	(141,150)	542,100	53,450	(16,688,950)
Derivative warrant liabilities balance at ending	$ 1,856,000	$ 464,000	$ 132,550	1,253,000	928,000	$ 1,069,150	580,500	$ 527,050
Share Redemptions Payable
Fair Value Measurements
Derivative warrant liabilities balance at beginning				197,694,657
Share repurchase payment				$ (197,694,657)
Establishment of share repurchase liability					197,694,657		197,694,657
Share repurchase payment							$ (197,694,657)
Derivative warrant liabilities balance at ending					$ 197,694,657

Fair Value Measurements - Measu

Fair Value Measurements - Measurement (Details)	Sep. 30, 2024 Y $ / shares	Apr. 08, 2024 shares	Feb. 12, 2024 $ / shares	Jan. 12, 2024 $ / shares	Dec. 31, 2023 $ / shares Y item	Dec. 13, 2023 $ / shares	Nov. 14, 2023 $ / shares	Oct. 11, 2023 $ / shares	Sep. 30, 2023 $ / shares Y	Jun. 09, 2023 $ / shares	Dec. 31, 2022 Y item $ / shares	Dec. 14, 2021 shares
Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares		1
Number of warrants in a unit | shares		0.5
Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares			10.73	10.65		10.62	10.6	10.57	10.56	10.54
Risk-free rate
Fair Value Measurement Inputs
Measurement input			0.0488	0.046		0.0488	0.0517	0.0531	0.0539	0.051
Volatility
Fair Value Measurement Inputs
Measurement input			0.644	0.6602		0.6552	0.6391	0.649	0.6596	0.7656
IPO | Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares												1
Public Warrants | IPO
Fair Value Measurement Inputs
Number of warrants in a unit | shares												0.5
Private placement warrants | Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares	11				10.64				10.56		10.18
Private placement warrants | Exercise price
Fair Value Measurement Inputs
Measurement input | $ / shares	11.5				11.5				11.5		11.5
Private placement warrants | Risk-free rate
Fair Value Measurement Inputs
Measurement input	0.0356				0.0381				0.0455		0.0395
Private placement warrants | Volatility
Fair Value Measurement Inputs
Measurement input	0				0				0		0
Private placement warrants | Term
Fair Value Measurement Inputs
Measurement input | Y	5.21				5.21				5.25		5.25
Private placement warrants | Warrant to buy one share (adjusted for the probability of dissolution)
Fair Value Measurement Inputs
Measurement input | $ / shares	0.08				0.03				0.05		0.02
Private placement warrants | Dividend yield
Fair Value Measurement Inputs
Measurement input	0				0				0		0

Fair Value Measurements - Non-r

Fair Value Measurements - Non-recurring Fair Value Measurements (Details)	May 25, 2023 USD ($) $ / shares shares	Sep. 30, 2024 shares	Feb. 14, 2024 shares	Feb. 12, 2024 $ / shares Y	Jan. 14, 2024 shares	Jan. 12, 2024 $ / shares Y shares	Dec. 31, 2023 shares	Dec. 13, 2023 $ / shares Y shares	Nov. 14, 2023 Y $ / shares shares	Oct. 11, 2023 Y $ / shares shares	Sep. 30, 2023 Y $ / shares shares	Jun. 09, 2023 $ / shares Y shares
Sponsor | Class B common stock
Fair Value Measurement Inputs
Shares transferred upon consummation of extension | shares	500,000											500,000
Fair value per share of shares transferred upon consummation of extension | $	$ 387,000
Fair value per share of shares transferred upon consummation of extension (in per shares)	$ 0.77
Additional non redemption shares transferred | shares	999,996	999,996	166,666		166,666	166,666	666,664	166,666	166,666	166,666	166,666
Sponsor | Class B common stock | Minimum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.82
Sponsor | Class B common stock | Maximum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.83
Common stock price
Fair Value Measurement Inputs
Measurement input				10.73		10.65		10.62	10.6	10.57	10.56	10.54
Estimated probability of an Initial Business Combination
Fair Value Measurement Inputs
Measurement input				0.10		0.10		0.10	0.10	0.10	0.10	0.10
Estimated volatility
Fair Value Measurement Inputs
Measurement input				0.644		0.6602		0.6552	0.6391	0.649	0.6596	0.7656
Risk-free rate
Fair Value Measurement Inputs
Measurement input				0.0488		0.046		0.0488	0.0517	0.0531	0.0539	0.051
Time to expiration
Fair Value Measurement Inputs
Measurement input | Y				1		1		1	1	1	1	1

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income taxes provision	$ 24,220	$ 142,965	$ 138,344	$ 1,253,934	$ 1,319,280	$ 362,282
Effective tax rate (in percent)	1.65%	107.94%	8.64%	30.70%	32.59%	1.96%
Federal statutory tax rate			21%		21%	21%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)								9 Months Ended
	Nov. 13, 2024	Oct. 11, 2024	Oct. 03, 2024	Mar. 14, 2024	Jul. 07, 2023	Jun. 09, 2023	Dec. 14, 2021	Dec. 14, 2024	Sep. 30, 2024	Oct. 21, 2024	Sep. 11, 2024
Subsequent Events
Aggregate redemption amount					$ 197,694,657
Common stock, par value (In dollars per share)											$ 0.0001
Sponsor
Subsequent Events
Maximum borrowing capacity of related party promissory note							$ 350,000
Class A common stock subject to redemption
Subsequent Events
Number of shares exercised their right to redeem				2,986,952		18,849,935
Redemption price per share				$ 10.79					$ 10.49
Aggregate redemption amount				$ 32,214,591	$ 197,694,657				$ 32,214,591
Holders of number of shares exercised the right to redeem the shares				2,986,952					18,849,935
Subsequent Events
Subsequent Events
Number of shares exercised their right to redeem	1,125,126
Redemption price per share	$ 11.08
Aggregate redemption amount	$ 12,000,000
Minimum net tangible assets outstanding subject to non redemption										$ 5,000,001
Subsequent Events | Sponsor promissory note | Sponsor
Subsequent Events
Maximum borrowing capacity of related party promissory note			$ 1,000,000
Subsequent Events | Class A common stock subject to redemption
Subsequent Events
Redemption price per share		$ 11.08
Aggregate redemption amount								$ 32,214,591
Holders of number of shares exercised the right to redeem the shares		985,170						2,986,952

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 517,975			$ 2,171,553				$ 50,858
Prepaid expenses	131,004							227,594
Total Current Assets	648,979			2,171,553				278,452
Non-Current Assets:
Marketable securities held in Trust Account	12,895,117			44,709,805				237,984,513
Total Non-current Assets	12,895,117			44,709,805				237,984,513
TOTAL ASSETS	13,544,096			46,881,358				238,262,965
Current liabilities:
Accrued expenses	544,188			2,251,823				681,395
Accounts payable	150,649			99,468				97,987
Accrued offering costs	184,047			184,047				184,047
Due to related party	270,590			$ 236,233				$ 244,550
Other Liability, Current, Related Party, Type [Extensible Enumeration]				Related Party [Member]				Related Party [Member]
Administrative support fee - related party	366,500			$ 231,500
Excise tax liability	2,299,092			1,976,947
Total Current Liabilities	3,815,066			4,980,018				$ 1,207,979
Non-current liabilities:
Warrant liability	1,856,000			580,500				527,050
Total Non-current Liabilities	1,856,000			580,500				527,050
TOTAL LIABILITIES	5,671,066			5,560,518				1,735,029
Commitments and Contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	700,150			760,971
Accumulated deficit	(5,722,812)			(4,150,511)				(1,457,152)
Total Stockholders' Deficit	(5,022,087)	$ (3,580,689)	$ (3,009,671)	(3,388,965)	$ (3,712,358)	$ (3,157,412)	$ (2,797,412)	(1,456,577)	$ (24,255,702)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	13,544,096			46,881,358				238,262,965
Class A common stock subject to redemption
Non-current liabilities:
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of September 30, 2024 and December 31, 2023, respectively	12,895,117			44,709,805				237,984,513	$ 234,600,690
Class A common stock not subject to redemption
Stockholders' Deficit
Common stock, value	420			420				0
Class B common stock
Stockholders' Deficit
Common stock, value	$ 155			$ 155				$ 575

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 11, 2024	Mar. 14, 2024	Dec. 31, 2023	Jun. 09, 2023	May 25, 2023	Dec. 31, 2022	Nov. 25, 2021
Preferred stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Preferred stock, shares authorized	1,000,000			1,000,000			1,000,000
Preferred stock, shares issued	0			0			0
Preferred stock, shares outstanding	0			0			0
Common stock, par value (In dollars per share)		$ 0.0001
Class A common stock
Common stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Common stock, shares authorized	200,000,000			200,000,000			200,000,000
Common stock, shares issued	5,363,113			8,350,065		27,200,000	23,000,000
Common stock, shares outstanding	5,363,113			8,350,065		27,200,000	23,000,000
Class A common stock subject to redemption
Common stock subject to possible redemption, shares authorized	200,000,000			200,000,000			200,000,000
Common stock subject to possible redemption, shares issued	1,163,113		1,163,113	4,150,065	4,150,065		23,000,000
Common stock subject to possible redemption, shares outstanding	1,163,113		1,163,113	4,150,065	4,150,065	23,000,000	23,000,000
Class A common stock not subject to redemption
Common stock, shares issued	4,200,000			4,200,000			0
Common stock, shares outstanding	4,200,000			4,200,000		4,200,000	0
Class B common stock
Common stock, par value (In dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Common stock, shares authorized	20,000,000			20,000,000			20,000,000
Common stock, shares issued	1,550,000			1,550,000		1,550,000	5,750,000
Common stock, shares outstanding	1,550,000			1,550,000		1,550,000	5,750,000	5,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating costs:
Legal and accounting expenses	$ 87,371			$ 56,330			$ 230,702	$ 211,771	$ 712,495	$ 466,287
Insurance expense	25,813						201,102	227,594	251,768	516,250
Franchise tax expense	51,268			50,411			177,142	149,589	226,974	200,000
Listing fees	21,250			21,250			63,750	63,750	85,000	175,124
Bank fees	368			1,927			3,848	5,726
Total expenses	245,178			137,763			939,480	786,678
Other operating costs	3,108						3,108		7,795	2,458
Loss from operations	(245,178)			(137,763)			(939,480)	(786,678)	(1,670,440)	(1,577,543)
Other income (loss):
Change in fair value of warrant liability	(1,392,000)			(325,000)			(1,275,500)	(725,950)	(53,450)	16,688,950
Non-redemption agreement expense				(135,986)			(274,973)	(522,948)
Dividend income on marketable securities held in Trust Account	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Financing expense									(934,906)
Other (expense) income	(1,226,500)			270,210			(661,451)	4,871,806	5,719,322	20,072,773
(Loss) Income before provision for income taxes	(1,471,678)			132,447			(1,600,931)	4,085,128	4,048,882	18,495,230
Provision for income taxes	(24,220)			(142,965)			(138,344)	(1,253,934)	(1,319,280)	(362,282)
Net (loss) income	(1,495,898)	$ (504,984)	$ 261,607	(10,518)	$ 1,657,247	$ 1,184,465	(1,739,275)	2,831,194	2,729,602	18,132,948
Nonrelated Party
Operating costs:
Administrative expense	11,000			$ 7,845			124,828	$ 128,248	154,908	$ 217,424
Related Party
Operating costs:
Administrative expense	$ 45,000						$ 135,000		$ 231,500
Class A common stock subject to redemption
Other income (loss):
Weighted average shares outstanding, basic	1,163,113			4,150,000			1,969,808	15,197,646	12,413,050	23,000,000
Weighted average shares outstanding, diluted	1,163,113			4,150,000			1,969,808	15,197,646	12,413,050	23,000,000
Basic net income (loss) per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Diluted net income (loss) per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Class And B Non Redeemable Common Stock
Other income (loss):
Weighted average shares outstanding, basic	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Diluted net income (loss) per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51

STATEMENTS OF CHANGES IN COMMON

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Subject to possible Redemption Common stock	Class A common stock Subject to possible Redemption	Class A common stock Common stock	Class A common stock	Class B common stock Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021			$ 0		$ 575	$ 0	$ (24,256,277)	$ (24,255,702)
Balance at the beginning (in shares) at Dec. 31, 2021					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2021	$ 234,600,690	$ 234,600,690
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2021	23,000,000
Remeasurement of Class A common stock subject to possible redemption	$ 3,383,823	3,383,823					(3,383,823)	(3,383,823)
Accretion of Class A common stock to redemption value	(3,383,823)	(3,383,823)					3,383,823	3,383,823
Gain on waiver of deferred underwriter commissions by underwriter							8,050,000	8,050,000
Net Income (Loss)							18,132,948	18,132,948
Balance at the ending at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the ending (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the ending at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Remeasurement of Class A common stock subject to possible redemption	$ 2,525,300						(2,525,300)	(2,525,300)
Accretion of Class A common stock to redemption value	$ (2,525,300)						2,525,300	2,525,300
Net Income (Loss)							1,184,465	1,184,465
Balance at the ending at Mar. 31, 2023					$ 575		(2,797,987)	(2,797,412)
Balance at the ending (in shares) at Mar. 31, 2023	23,000,000				5,750,000
Temporary Equity, Balance at the ending at Mar. 31, 2023	$ 240,509,813
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Trust Account withdrawal for tax payments	$ (460,000)						460,000	460,000
Balance at the ending at Jun. 30, 2023	$ 45,219,364		$ 420		$ 155		(3,157,987)	(3,157,412)
Balance at the ending (in shares) at Jun. 30, 2023	4,150,065		4,200,000		1,550,000
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Remeasurement of Class A common stock subject to possible redemption								(6,120,704)
Accretion of Class A common stock to redemption value								6,120,704
Net Income (Loss)								2,831,194
Balance at the ending at Sep. 30, 2023			$ 420		$ 155	335,986	(4,048,919)	(3,712,358)
Balance at the ending (in shares) at Sep. 30, 2023	4,150,065		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2023	$ 44,122,831
Balance at the beginning at Dec. 31, 2022					$ 575		(1,457,152)	(1,456,577)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the beginning at Dec. 31, 2022	$ 237,984,513	$ 237,984,513
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2022	23,000,000	23,000,000
Sponsor conversion of Class B common stock			$ 420		$ (420)
Sponsor conversion of Class B common stock (in shares)			4,200,000		(4,200,000)
Sponsor capital contribution for non-redemption agreements						934,906		934,906
Sponsor cash capital contribution						800,000		800,000
Redemption of Class A common stock	$ (197,694,657)			$ (197,694,657)
Redemption of Class A common stock (in shares)	(18,849,935)
Excise tax liability							(1,976,947)	(1,976,947)
Trust Account withdrawal for tax payments	$ (2,287,729)						2,287,729	2,287,729
Remeasurement of Class A common stock subject to possible redemption	6,707,678	$ 6,707,678				(973,935)	(5,733,743)	(6,707,678)
Accretion of Class A common stock to redemption value	(6,707,678)	(6,707,678)				973,935	5,733,743	6,707,678
Net Income (Loss)							2,729,602	2,729,602
Balance at the ending at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the ending (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the ending at Dec. 31, 2023	$ 44,709,805	$ 44,709,805
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2023	4,150,065	4,150,065
Balance at the beginning at Mar. 31, 2023					$ 575		(2,797,987)	(2,797,412)
Balance at the beginning (in shares) at Mar. 31, 2023	23,000,000				5,750,000
Temporary Equity, Balance at the beginning at Mar. 31, 2023	$ 240,509,813
Sponsor conversion of Class B common stock			$ 420		$ (420)
Sponsor conversion of Class B common stock (in shares)			4,200,000		(4,200,000)
Sponsor capital contribution for non-redemption agreements						386,961		386,961
Redemption of Class A common stock	$ (197,694,657)
Redemption of Class A common stock (in shares)	(18,849,935)
Remeasurement of Class A common stock subject to possible redemption	$ 2,864,208					(386,961)	(2,477,247)	(2,864,208)
Accretion of Class A common stock to redemption value	(2,864,208)					386,961	2,477,247	2,864,208
Net Income (Loss)							1,657,247	1,657,247
Balance at the ending at Jun. 30, 2023	$ 45,219,364		$ 420		$ 155		(3,157,987)	(3,157,412)
Balance at the ending (in shares) at Jun. 30, 2023	4,150,065		4,200,000		1,550,000
Sponsor capital contribution for non-redemption agreements						135,986		135,986
Sponsor cash capital contribution						200,000		200,000
Excise tax liability							(1,976,947)	(1,976,947)
Trust Account withdrawal for tax payments	$ (1,827,729)						1,827,729	1,827,729
Remeasurement of Class A common stock subject to possible redemption	731,196						(731,196)	(731,196)
Accretion of Class A common stock to redemption value	$ (731,196)						731,196	731,196
Net Income (Loss)							(10,518)	(10,518)
Balance at the ending at Sep. 30, 2023			$ 420		$ 155	335,986	(4,048,919)	(3,712,358)
Balance at the ending (in shares) at Sep. 30, 2023	4,150,065		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2023	$ 44,122,831
Balance at the beginning at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the beginning (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the beginning at Dec. 31, 2023	44,709,805	$ 44,709,805
Sponsor capital contribution for non-redemption agreements						274,973		274,973
Sponsor cash capital contribution						235,647		235,647
Redemption of Class A common stock	$ (32,214,591)
Redemption of Class A common stock (in shares)	(2,986,952)
Excise tax liability							(322,145)	(322,145)
Trust Account withdrawal for tax payments	$ (489,119)						489,119	489,119
Remeasurement of Class A common stock subject to possible redemption	559,907					(559,907)		(559,907)
Accretion of Class A common stock to redemption value	(559,907)					559,907		559,907
Net Income (Loss)							261,607	261,607
Balance at the ending at Mar. 31, 2024	$ 12,566,002		$ 420		$ 155	711,684	(3,721,930)	(3,009,671)
Balance at the ending (in shares) at Mar. 31, 2024	1,163,113		4,200,000		1,550,000
Balance at the beginning at Dec. 31, 2023			$ 420		$ 155	760,971	(4,150,511)	(3,388,965)
Balance at the beginning (in shares) at Dec. 31, 2023			4,200,000		1,550,000
Temporary Equity, Balance at the beginning at Dec. 31, 2023	$ 44,709,805	$ 44,709,805
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2023	4,150,065	4,150,065
Redemption of Class A common stock		$ (32,214,591)
Remeasurement of Class A common stock subject to possible redemption		889,022						(889,022)
Accretion of Class A common stock to redemption value		(889,022)						889,022
Net Income (Loss)								(1,739,275)
Balance at the ending at Sep. 30, 2024			$ 420		$ 155	700,150	(5,722,812)	(5,022,087)
Balance at the ending (in shares) at Sep. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2024	$ 12,895,117	$ 12,895,117
Temporary Equity, Balance at the ending (in shares) at Sep. 30, 2024		1,163,113
Balance at the beginning at Mar. 31, 2024	$ 12,566,002		$ 420		$ 155	711,684	(3,721,930)	(3,009,671)
Balance at the beginning (in shares) at Mar. 31, 2024	1,163,113		4,200,000		1,550,000
Sponsor cash capital contribution						97,581		97,581
Remeasurement of Class A common stock subject to possible redemption	$ 163,615					(163,615)		(163,615)
Accretion of Class A common stock to redemption value	$ (163,615)					163,615		163,615
Net Income (Loss)							(504,984)	(504,984)
Balance at the ending at Jun. 30, 2024			$ 420		$ 155	645,650	(4,226,914)	(3,580,689)
Balance at the ending (in shares) at Jun. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Jun. 30, 2024	$ 12,729,617
Sponsor cash capital contribution						220,000		220,000
Remeasurement of Class A common stock subject to possible redemption	165,500					(165,500)		(165,500)
Accretion of Class A common stock to redemption value	$ (165,500)					165,500		165,500
Net Income (Loss)							(1,495,898)	(1,495,898)
Balance at the ending at Sep. 30, 2024			$ 420		$ 155	$ 700,150	$ (5,722,812)	$ (5,022,087)
Balance at the ending (in shares) at Sep. 30, 2024	1,163,113		4,200,000		1,550,000
Temporary Equity, Balance at the ending at Sep. 30, 2024	$ 12,895,117	$ 12,895,117
Temporary Equity, Balance at the ending (in shares) at Sep. 30, 2024		1,163,113

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Accrued dividend on marketable securities held in Trust Account	(53,099)	(188,262)	(198,419)	(759,525)
Change in fair value of warrant liabilities	1,275,500	725,950	53,450	(16,688,950)
Sponsor capital contribution for non-redemption agreements			934,906
Non-redemption agreement expense	274,973	522,948
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(1,656,454)	1,585,407	1,571,909	551,046
Administrative support fee - related party	135,000		231,500
Due to related party	34,357	43,339	(8,317)
Accrued offering costs				(611,443)
Prepaid expenses	(131,004)	225,094	227,594	(227,594)
Net cash (used in) provided by operating activities	(1,860,002)	5,745,670	5,542,225	396,482
Cash Flows from Investing Activities:
Purchases of marketable securities held in Trust Account	(835,923)	(5,932,442)	(6,509,259)	(237,780,570)
Proceeds from marketable securities held in Trust Account	32,703,710	199,982,385	199,982,386	235,156,272
Net cash provided by investing activities	31,867,787	194,049,943	193,473,127	(2,624,298)
Cash Flows from Financing Activities:
Payment to Class A common stockholders for redemptions	(32,214,591)	(197,694,657)	(197,694,657)
Cash capital contribution from Sponsor	553,228	200,000	800,000
Payments made by related party on behalf of the Company				244,550
Receipt of amounts due from related party				83,581
Net cash (used in) financing activities	(31,661,363)	(197,494,657)	(196,894,657)	328,131
Net Change in Cash	(1,653,578)	2,300,956	2,120,695	(1,899,685)
Cash - Beginning of period	2,171,553	50,858	50,858	1,950,543
Cash - End of period	517,975	2,351,814	2,171,553	50,858
Supplemental Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption	889,022	6,120,704	6,707,678	3,383,823
Trust Account withdrawal for tax payments	(489,119)	(2,287,729)	(2,287,729)
Excess fair value of Class B common stock transferred by Sponsor	274,973	522,948	934,906
Excise tax liability	322,145	$ 1,976,947	$ 1,976,947
Gain on waiver of deferred underwriting fee				$ 8,050,000
Supplemental Cash Flow Information:
Cash paid for taxes	$ 2,021,810

Description of Organization a_3

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Southport Acquisition Corporation (the “Company” or “Southport”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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. Sigma Merger Sub, Inc. (“Merger Sub”), a direct wholly owned subsidiary of the Company, was formed in Delaware on September 9, 2024. The Company’s unaudited condensed financial statements include Merger Sub and are presented on a consolidated basis. As of September 30, 2024, the Company had not yet commenced any operations. All activity from inception through September 30, 2024 related to the Company’s formation, initial public offering (the “IPO”), and pursuit of a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000 , which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000 . Following the closing of the IPO on December 14, 2021, $234,600,000 ( $10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “First Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “First Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. Prior to the First Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. In connection with the First Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657 , resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Continental Stock Transfer & Trust Company (the “Trustee”) processed the redemptions and withdrew the $197,694,657 payable to the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to March 14, 2024. In connection with each of the six monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with the Non-Redemption Agreements. In addition, on March 14, 2024 (the “Second Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024 (the “Second Extension”). In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591 , resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, as of September 30, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding (including 1,163,113 shares of Class A common stock subject to possible redemption) and $12,895,117 held in the Trust Account. On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock, warrants, with each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 , subject to adjustment (“Warrants”) and Units, each consisting of one share of Class A common stock and one -half of one Warrant and remove such securities from registration under Section 12(b) of the Exchange Act. The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company’s Class A common stock, Warrants and Units under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing. Upon deregistration of the Company’s securities under Section 12(b) of the Exchange Act, the Company’s securities will remain registered under Section 12(g) of the Exchange Act. The Company’s Class A common stock, Warrants and Units began trading on the OTC Pink Marketplace on or about March 22, 2024 under the symbols “PORT”, “PORTW” and “PORTU”, respectively. ​ Agreement and Plan of Merger On September 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Merger Sub and Angel Studios, Inc., a Delaware Corporation (“Angel Studios”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger”); (ii) at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $10.00 ; (iii) at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); (iv) subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding; and (v) at the Closing, Southport will be renamed “Angel Studios, Inc.”. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the approval of the Merger Agreement and the transactions contemplated thereby by the respective stockholders of Southport and Angel Studios, and the approval by Southport’s stockholders of an extension to Southport’s deadline to consummate a business combination to September 30, 2025 (see Note 11). Sponsor Support Agreement On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, the Sponsor, and Angel Studios, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith. In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration. The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap. The Sponsor Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties. Angel Studios Stockholder Support Agreement On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, Angel Studios and certain stockholders of Angel Studios (the “Key Stockholders”). Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of Angel Studios common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby. Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “SEC”) rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of September 30, 2024. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the First Special Meeting. On March 14, 2024, 2,986,952 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $32,214,591 in connection with the Second Special Meeting. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of September 30, 2024 and determined that a contingent liability should be calculated and recorded. As of September 30, 2024, the Company recorded $2,299,092 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of September 30, 2024 and December 31, 2023, the Company had cash of $517,975 and $2,171,553 , respectively, and working capital deficit of $3,166,087 and $2,808,465 , respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through capital contributions or working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.	Note 1. Southport Acquisition Corporation. (the “Company”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 yet commenced any operations. All activity from inception through December 31, 2023 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000. Following the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing the Company a 21-month period (or up to 27-month period) from the closing of the IPO to consummate its initial Business Combination. Prior to the Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. In connection with the Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at December 31, 2023, there were 8,350,065 shares of Class A common stock issued and outstanding Prior to December 31, 2023, the board of directors of the Company approved four monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to January 14, 2024. As described in Note 11 to the financial statements (Subsequent Events), in January and February 2024, the board approved two further monthly extensions up to March 14, 2024. In connection with each of the monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the sponsor and such third parties. In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024. In connection with the vote to extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591, resulting in 1,163,113 shares of Class A common stock issued and outstanding Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations and increased inflation, and the recently adopted SEC rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the stockholder vote to approve the Company’s Extension Amendment Proposal. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of December 31, 2023, the Company recorded $1,976,947 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of December 31, 2023 and 2022, the Company had cash of $2,171,553 and $50,858, respectively, and a working capital deficit of $2,808,465 and $929,527, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Extended Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accoun_8

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended (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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500 , respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022 , respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117 ​ Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​ ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.	Note 2. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805 ​ Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​ ​ Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Initial Public Offering_2

Initial Public Offering	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3. Initial Public Offering At the closing of the IPO on December 14, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one -half of one warrant of the Company (each a “Public Warrant”). Each whole 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). Upon the closing of the IPO on December 14, 2021, $234,600,000 ( $10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of September 30, 2024 and December 31, 2023, $12,895,117 and $44,709,805 was held in the Trust Account, respectively. In addition, as of September 30, 2024 and December 31, 2023, $517,975 and $2,171,553 of cash was not held in the Trust Account and is available for working capital purposes, respectively. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting discount (see Note 8).	Note 3. At the closing of the IPO on December 14, 2021 the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one Upon the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of December 31, 2023 and 2022, $44,709,805 and 237,984,513 was held in the Trust Account, respectively. In addition, as of December 31, 2023 and 2022, $2,171,553 and 50,858 of cash was not held in the Trust Account and is available for working capital purposes, respectively. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee (see Note 8).

Private Placement_2

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Private Placement
Private Placement	Note 4. Private Placement The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ( $11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 7 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $ 10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.	Note 4. The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Extended Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions_2

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions
Related Party Transactions	Note 5. Related Party Transactions Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one -for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company had 1,550,000 shares of Class B common stock issued and outstanding. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Due to Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of September 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $236,233 , respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement. For the three and nine months ended September 30, 2024, the Company has paid $0 under the agreement. For the three and nine months ended September 30, 2023, the Company has paid $ 10,500 under the agreement. The Company has accrued $366,500 and $231,500 related to the unpaid amounts under the administrative support agreement as of September 30, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution As of September 30, 2024, the Sponsor made capital contributions of $1,353,228 to the Company to fund outstanding payments to the Company’s vendors. The Sponsor made $220,000 and $553,228 of contributions for the three and nine months ended September 30, 2024, respectively. The Sponsor made $0 of contributions for the three and nine months ended September 30, 2023. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.	Note 5. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of December 31, 2023 and 2022, the Company owed $236,233 and $244,550, respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services. For the year ended December 31, 2023 and 2022, the Company has paid $10,500 and $118,000 under the agreement, respectively. The Company has accrued $231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party account on the balance sheets for the year ended December 31, 2023. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $800,000 and zero, respectively, to the Company to fund outstanding payments to vendors. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stockholders' Equity
Stockholders' Equity	Note 6. Stockholders’ Equity Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the First Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Second Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at September 30, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value, common stock. Holders of the Company’s common stock are entitled to one vote for each share. On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding. Accordingly, as of September 30, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding , of which 50,004 shares are held by the Sponsor and 1,499,996 were transferred to third party investors pursuant to the Non-Redemption Agreements. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.	Note 6. Preferred stock — Class A common stock — outstanding issued issued outstanding Class B common stock — issued issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants_2

Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Warrants
Warrants	Note 7. Warrants The Company accounts for 23,200,000 warrants issued in connection with the IPO ( 11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or the Company’s liquidation. The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 - day redemption period (or, in the case of a redemption described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ,” the Company requires or permits the Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ,” if the sale of those shares of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company classifies each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. There has been no change in the classification of the warrants as of September 30, 2024. In connection with the Merger Agreement and subject to the approval of the holders of Southport’s Public Warrants, Southport will amend its Public Warrants so that, immediately prior to the Closing, each of the issued and outstanding Public Warrants automatically will convert into 0.1 newly issued share of Southport Class A common stock and such warrants will cease to be outstanding. Additionally, in connection with the Sponsor Support Agreement, the Sponsor has agreed to forfeit all of the Private Placement Warrants held by it at the Closing for no additional consideration.	Note 7. The Company accounts for 23,200,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination by December 14, 2024 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 (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Commitments and Contingencies_2

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 8. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount. On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021. The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate, 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. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit. Non-Redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed consolidated statements of operations. The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $1,209,879 . In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024.	Note 8. Registration rights The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 Non-redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties. As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations. The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $934,906.

Fair Value Measurements_2

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Fair Value Measurements	Note 9. Fair Value Measurements Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2024, and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account ​ $ 12,895,117 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ $ 920,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 936,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ — ​ At September 30, 2024, and December 31, 2023, the Company’s warrant liability was valued at $1,856,000 and $580,500 . Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information for the three and nine months ended September 30, 2024, and 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Private Placement Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2024 ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 Change in fair value ​ ​ (221,950) ​ ​ (226,000) ​ ​ (447,950) Derivative warrant liabilities as of March 31, 2024 ​ ​ 65,550 ​ ​ 67,000 ​ ​ 132,550 Change in fair value ​ ​ 164,450 ​ ​ 167,000 ​ ​ 331,450 Derivative warrant liabilities as of June 30, 2024 ​ ​ 230,000 ​ ​ 234,000 ​ ​ 464,000 Change in fair value ​ 690,000 ​ ​ 702,000 ​ ​ 1,392,000 Derivative warrant liabilities as of September 30, 2024 ​ $ 920,000 ​ $ 936,000 ​ $ 1,856,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2023 ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31, 2022 ​ $ 261,050 ​ $ 266,000 ​ $ 527,050 ​ $ — Change in fair value ​ ​ 269,100 ​ ​ 273,000 ​ ​ 542,100 ​ ​ — Derivative warrant liabilities as of March 31, 2023 ​ ​ 530,150 ​ ​ 539,000 ​ ​ 1,069,150 ​ ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Change in fair value ​ ​ (70,150) ​ ​ (71,000) ​ ​ (141,150) ​ ​ — Derivative warrant liabilities as of June 30, 2023 ​ ​ 460,000 ​ ​ 468,000 ​ ​ 928,000 ​ ​ 197,694,657 Share repurchase payment ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 161,000 ​ ​ 164,000 ​ ​ 325,000 ​ ​ — Derivative warrant liabilities as of September 30, 2023 ​ $ 621,000 ​ $ 632,000 ​ $ 1,253,000 ​ $ — ​ Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one -half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. As of September 30, 2024, the Public Warrants have detached from the Units and are separately tradable on the over-the-counter markets. The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of September 30, 2024. The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at September 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ Inputs: 2024 2023 Common stock price ​ $ 11.00 ​ $ 10.56 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.56 % 4.55 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share ​ $ 0.08 ​ $ 0.05 ​ Dividend yield ​ 0.00 % 0.00 % ​ Non-recurring Fair Value Measurements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a non-redemption agreement expense in accordance with SAB Topic 5T. The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the First Extension at $387,000 , or $0.77 per share. In connection with the subsequent extensions to March 14, 2024, the Sponsor transferred an additional 999,996 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements. The Company estimated the fair value of the 999,996 Class B shares transferred at $0.82 to $0.83 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized June 9, 2023, the date of the consummation of the First Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023, December 13, 2023, January 12, 2024 and February 14, 2024 as the measurement dates for the transfer of the 166,666 Class B shares ( 999,996 Class B shares in the aggregate) transferred in connection with the subsequent extensions, respectively. The following are the key inputs into the calculations at the measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, ​ October 11, November 14, ​ December 13, ​ January 12, February 12, ​ Inputs: 2023 2023 2023 2023 2023 2024 2024 ​ Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ $ 10.65 ​ $ 10.73 ​ Estimated probability of an Initial Business Combination ​ 10.00 % ​ 10.00 % 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % Estimated volatility ​ 76.56 % ​ 65.96 % 64.90 % ​ 63.91 % ​ 65.52 % ​ 66.02 % ​ 64.40 % Risk-free rate ​ 5.10 % ​ 5.39 % 5.31 % ​ 5.17 % ​ 4.88 % ​ 4.60 % ​ 4.88 % Time to expiration ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​	Note 9. Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account ​ $ 44,709,805 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 287,500 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 293,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities ​ ​ ​ Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ — ​ At December 31, 2023 and 2022, the Company’s warrant liability was valued at $580,500 and $527,050, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. The fair value of the Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date. With each re-measurement, the Public Warrants and Private Placement Warrants are adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information for the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 ​ $ 8,521,000 ​ $ 8,695,000 ​ $ 17,216,000 ​ $ — Change in fair value ​ (8,259,950) ​ (8,429,000) ​ ​ (16,688,950) ​ — Derivative warrant liabilities as of December 31, 2022 ​ 261,050 ​ 266,000 ​ ​ 527,050 ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Share repurchase payment ​ ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 26,450 ​ ​ 27,000 ​ ​ 53,450 ​ ​ — Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 ​ $ — ​ Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Inputs: ​ 2023 ​ 2022 Common stock price ​ $ 10.64 ​ $ 10.18 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.81 % 3.95 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.03 ​ $ 0.02 ​ Dividend yield ​ 0.00 % 0.00 % ​ Non-recurring Fair Value Measurements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a financing expense in accordance with SAB Topic 5T. The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the extension of the deadline to complete a business combination from June 14, 2023 to September 14, 2023 at $387,000, or $0.77 per share. In connection with the subsequent extensions to January 14, 2024, the Sponsor transferred an additional 666,664 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements. The Company estimated the fair value of the 166,666 Class B shares transferred at $0.82 to $0.83 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023 and December 13, 2023 as the measurement dates for the transfer of the 166,666 Class B shares (666,664 Class B shares in the aggregate) transferred in connection with the Subsequent Extensions, respectively. The following are the key inputs into the calculations at the measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, October 11, November 14, December 13, Inputs: ​ 2023 ​ 2023 ​ 2023 ​ 2023 ​ 2023 Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ Estimated probability of an Initial Business Combination ​ 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility ​ 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate ​ 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ ​

Income Taxes_2

Income Taxes	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Income Taxes
Income Taxes	Note 10. Income Taxes The Company utilized the discrete method for estimating its interim income tax provision. During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $24,220 and $138,344 , respectively, and our effective tax rate was 1.65% and 8.64% respectively. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $142,965 and $1,253,934 , respectively, and our effective tax rate was 107.94% and 30.70% , respectively. The effective tax rate differs from the Federal statutory tax rate of 21% due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2024.	Note 10. The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Capitalized start-up costs ​ $ 877,440 ​ $ 579,901 Net operating loss carryforward ​ 39,845 ​ ​ — Total deferred tax assets ​ 917,285 ​ 579,901 Valuation allowance ​ (861,760) ​ (211,887) Net deferred tax assets ​ ​ 55,525 ​ 368,014 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Accrued dividends on marketable securities held in Trust Account ​ ​ (55,525) ​ ​ (368,014) Total deferred tax liabilities ​ ​ (55,525) ​ ​ (368,014) Net deferred tax assets (liabilities) ​ $ — ​ $ — ​ The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 1,319,280 ​ $ 362,282 State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ (457,790) ​ 17,037 State ​ (192,083) ​ (13,143) Change in Valuation Allowance ​ 649,873 ​ (3,894) Income tax provision ​ $ 1,319,280 ​ $ 362,282 ​ As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $0 and $0, respectively, that may be carried forward indefinitely. As of December 31, 2023 and 2022, the Company has gross state net operating loss carryforwards of $570,536 and $0, respectively, which begin to expire in 2041. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $649,873 and $3,894, respectively. ​ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 ​ ​ The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2023 and 2022 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

Subsequent Events_2

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 11. Subsequent Events On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company as funds available to it outside of the Trust Account. On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”). On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the Third Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. On October 21, 2024, the Company cancelled the Third Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 , in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”). Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Special Meeting were not processed. On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to: 1) reschedule the Third Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal. On November 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios. On November 13, 2024, the Company held the Third Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.	Note 11. In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024. In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties. On January 19, 2024, the Company paid $1,450,000 for 2023 estimated federal income taxes and $362,282 for outstanding 2022 federal income taxes. On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024. At the special meeting, the Company’s stockholders approved the extension proposal. In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. As a result of the redemptions, 1,163,113 shares of Class A common stock were issued outstanding ​ On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024. Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively. The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur. As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination. If the Company does not complete an initial Business Combination by such date, it will, 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 the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended (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.	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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively.	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 had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account.	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500 , respectively.	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591 . For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022 , respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805
Income taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​
Related Parties		Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Schedule of class A common stock, classified as temporary equity in the condensed balance sheets	​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117	As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ $ 44,709,805
Schedule of calculation of basic and diluted net income (loss) per common stock	​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​

Fair Value Measurements (Tabl_2

Fair Value Measurements (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account ​ $ 12,895,117 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ $ 920,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 936,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ —	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account ​ $ 44,709,805 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 287,500 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 293,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities ​ ​ ​ Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ —
Schedule of changes in fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2024 ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 Change in fair value ​ ​ (221,950) ​ ​ (226,000) ​ ​ (447,950) Derivative warrant liabilities as of March 31, 2024 ​ ​ 65,550 ​ ​ 67,000 ​ ​ 132,550 Change in fair value ​ ​ 164,450 ​ ​ 167,000 ​ ​ 331,450 Derivative warrant liabilities as of June 30, 2024 ​ ​ 230,000 ​ ​ 234,000 ​ ​ 464,000 Change in fair value ​ 690,000 ​ ​ 702,000 ​ ​ 1,392,000 Derivative warrant liabilities as of September 30, 2024 ​ $ 920,000 ​ $ 936,000 ​ $ 1,856,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Nine Months Ended September 30, 2023 ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31, 2022 ​ $ 261,050 ​ $ 266,000 ​ $ 527,050 ​ $ — Change in fair value ​ ​ 269,100 ​ ​ 273,000 ​ ​ 542,100 ​ ​ — Derivative warrant liabilities as of March 31, 2023 ​ ​ 530,150 ​ ​ 539,000 ​ ​ 1,069,150 ​ ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Change in fair value ​ ​ (70,150) ​ ​ (71,000) ​ ​ (141,150) ​ ​ — Derivative warrant liabilities as of June 30, 2023 ​ ​ 460,000 ​ ​ 468,000 ​ ​ 928,000 ​ ​ 197,694,657 Share repurchase payment ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 161,000 ​ ​ 164,000 ​ ​ 325,000 ​ ​ — Derivative warrant liabilities as of September 30, 2023 ​ $ 621,000 ​ $ 632,000 ​ $ 1,253,000 ​ $ —	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Share ​ ​ Public ​ Placement ​ Warrant ​ Redemptions ​ Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 ​ $ 8,521,000 ​ $ 8,695,000 ​ $ 17,216,000 ​ $ — Change in fair value ​ (8,259,950) ​ (8,429,000) ​ ​ (16,688,950) ​ — Derivative warrant liabilities as of December 31, 2022 ​ 261,050 ​ 266,000 ​ ​ 527,050 ​ — Establishment of share repurchase liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 197,694,657 Share repurchase payment ​ ​ — ​ ​ — ​ ​ — ​ ​ (197,694,657) Change in fair value ​ ​ 26,450 ​ ​ 27,000 ​ ​ 53,450 ​ ​ — Derivative warrant liabilities as of December 31, 2023 ​ $ 287,500 ​ $ 293,000 ​ $ 580,500 ​ $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ Inputs: 2024 2023 Common stock price ​ $ 11.00 ​ $ 10.56 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.56 % 4.55 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share ​ $ 0.08 ​ $ 0.05 ​ Dividend yield ​ 0.00 % 0.00 %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Inputs: ​ 2023 ​ 2022 Common stock price ​ $ 10.64 ​ $ 10.18 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 3.81 % 3.95 % Volatility ​ 0.00 % 0.00 % Term ​ 5.21 ​ 5.25 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.03 ​ $ 0.02 ​ Dividend yield ​ 0.00 % 0.00 %
Schedule of quantitative information regarding Level 3 fair value measurements inputs date	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, ​ October 11, November 14, ​ December 13, ​ January 12, February 12, ​ Inputs: 2023 2023 2023 2023 2023 2024 2024 ​ Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ $ 10.65 ​ $ 10.73 ​ Estimated probability of an Initial Business Combination ​ 10.00 % ​ 10.00 % 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % ​ 10.00 % Estimated volatility ​ 76.56 % ​ 65.96 % 64.90 % ​ 63.91 % ​ 65.52 % ​ 66.02 % ​ 64.40 % Risk-free rate ​ 5.10 % ​ 5.39 % 5.31 % ​ 5.17 % ​ 4.88 % ​ 4.60 % ​ 4.88 % Time to expiration ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​ 1.00 ​ 1.00 ​ ​ 1.00 ​ ​	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 9, September 30, October 11, November 14, December 13, Inputs: ​ 2023 ​ 2023 ​ 2023 ​ 2023 ​ 2023 Common stock price ​ $ 10.54 ​ $ 10.56 ​ $ 10.57 ​ $ 10.60 ​ $ 10.62 ​ Estimated probability of an Initial Business Combination ​ 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility ​ 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate ​ 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ 1.00 ​ ​

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes
Schedule of net deferred tax assets	The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Capitalized start-up costs ​ $ 877,440 ​ $ 579,901 Net operating loss carryforward ​ 39,845 ​ ​ — Total deferred tax assets ​ 917,285 ​ 579,901 Valuation allowance ​ (861,760) ​ (211,887) Net deferred tax assets ​ ​ 55,525 ​ 368,014 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Accrued dividends on marketable securities held in Trust Account ​ ​ (55,525) ​ ​ (368,014) Total deferred tax liabilities ​ ​ (55,525) ​ ​ (368,014) Net deferred tax assets (liabilities) ​ $ — ​ $ —
Schedule of income tax provision	The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 1,319,280 ​ $ 362,282 State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ (457,790) ​ 17,037 State ​ (192,083) ​ (13,143) Change in Valuation Allowance ​ 649,873 ​ (3,894) Income tax provision ​ $ 1,319,280 ​ $ 362,282
Schedule of reconciliation of the federal income tax rate to the effective tax rate	​ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 ​

Description of Organization a_4

Description of Organization and Business Operations (Details) - USD ($)								9 Months Ended		12 Months Ended
	Nov. 13, 2024	Oct. 11, 2024	Mar. 27, 2024	Mar. 14, 2024	Jul. 07, 2023	May 25, 2023	Dec. 14, 2021	Dec. 14, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Apr. 08, 2024	Mar. 31, 2024	Mar. 21, 2024	Feb. 29, 2024	Jan. 31, 2024	Jun. 09, 2023	Nov. 25, 2021
Description of Organization and Business Operations
Share price									$ 9.2	$ 9.2
Cash									$ 517,975	$ 2,171,553	$ 50,858
Working capital									3,166,087	2,808,465	929,527
Aggregate redemption amount					$ 197,694,657
Excise tax liability									2,299,092	1,976,947
Marketable securities held in Trust Account									$ 12,895,117	$ 44,709,805	$ 237,984,513
Sponsor
Description of Organization and Business Operations
Common stock, shares outstanding						4,200,000
Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares				2,986,952					18,849,935
Conversion of Class B common stock										4,200,000	4,200,000
Aggregate redemption amount				$ 32,214,591	$ 197,694,657				$ 32,214,591
Number of shares redeemed			2,986,952	2,986,952	18,849,935
Class A ordinary shares subject to possible redemption, issued (in shares)				1,163,113					1,163,113	4,150,065	23,000,000						4,150,065
Common stock subject to possible redemption, shares outstanding				1,163,113		23,000,000			1,163,113	4,150,065	23,000,000						4,150,065
Common class not subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares						18,849,935				18,849,935
Aggregate redemption amount						$ 197,694,657			$ 197,694,657	$ 197,694,657
Share redemption payable withdrawn					$ 197,694,657	$ 4,150,065				$ 4,150,065
Number of shares redeemed					18,849,935
Common stock subject to possible redemption, shares outstanding						23,000,000
Class A common stock
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares										18,849,935
Share price									$ 9.2	$ 9.2
Price of warrants												$ 11.5
Common stock, shares issued						27,200,000			5,363,113	8,350,065	23,000,000
Common stock, shares outstanding						27,200,000			5,363,113	8,350,065	23,000,000
Aggregate redemption amount										$ 197,694,657
Number of shares redeemed					18,849,935
Number of warrants in a unit												0.5
Number of shares issuable per warrant (in shares)												1
Number of shares in a unit												1
Class A common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares issued						4,000,000
Common stock, shares issued										8,350,065
Common stock, shares outstanding										8,350,065
Class B common stock
Description of Organization and Business Operations
Common stock, shares issued						1,550,000			1,550,000	1,550,000	5,750,000
Common stock, shares outstanding						1,550,000			1,550,000	1,550,000	5,750,000							5,750,000
Class B common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares transferred						1,499,996			1,499,996	1,499,996			166,666
Shares transferred to consummation of extension						500,000
Additional non redemption shares transferred						166,666
Conversion of Class B common stock						4,200,000
Common stock, shares issued						1,550,000
Common stock, shares outstanding									50,004	50,004
Subsequent Events
Description of Organization and Business Operations
Aggregate redemption amount	$ 12,000,000
Subsequent Events | Sponsor
Description of Organization and Business Operations
Shares transferred to consummation of extension								1,163,113
Subsequent Events | Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares		985,170						2,986,952
Aggregate redemption amount								$ 32,214,591
Class A ordinary shares subject to possible redemption, issued (in shares)								1,163,113
Common stock subject to possible redemption, shares outstanding								1,163,113
Subsequent Events | Class A common stock
Description of Organization and Business Operations
Number of warrants in a unit														0.5
Subsequent Events | Class A common stock | Sponsor
Description of Organization and Business Operations
Conversion of Class B common stock								32,214,591
Common stock, shares outstanding								0
Subsequent Events | Class B common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares transferred								2,986,952							166,666	166,666
Additional non redemption shares transferred															166,666	166,666
Common stock, shares issued								0
Private placement warrants
Description of Organization and Business Operations
Number of warrants issued							11,700,000
Price of warrants							$ 1
Proceeds from sale of Private Placement Warrants							$ 11,700,000
IPO
Description of Organization and Business Operations
Number of shares issued							23,000,000
Share price							$ 10
Proceeds from issuance of shares							$ 230,000,000
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
IPO | Class A common stock
Description of Organization and Business Operations
Price of warrants							$ 11.5
Number of shares issuable per warrant (in shares)							1
Number of shares in a unit							1
Over-allotment
Description of Organization and Business Operations
Number of shares issued							3,000,000
Initial Public Offering, Over-Allotment and the Private Placement
Description of Organization and Business Operations
Number of shares issued							3,000,000
Share price							$ 10.2
Proceeds from issuance of shares							$ 234,600,000
Maturity term of U.S. government securities							185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
Duration of combination period							18 months

Summary of Significant Accou_11

Summary of Significant Accounting Policies (Details) - USD ($)							9 Months Ended		12 Months Ended
	Mar. 27, 2024	Mar. 14, 2024	Jul. 07, 2023	Jun. 09, 2023	May 25, 2023	Dec. 14, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash							$ 517,975		$ 2,171,553	$ 50,858
Cash equivalents							0		0	0
Aggregate redemption amount			$ 197,694,657
Proceeds from marketable securities held in Trust Account							32,703,710	$ 199,982,385	199,982,386	235,156,272
Warrant liability							$ 1,856,000		$ 580,500	$ 527,050
Number of shares remaining							1,163,113		4,150,065	23,000,000
Unrecognized tax benefits							$ 0
Amounts accrued for the payment of interest and penalties							468		$ 22,062	$ 0
Federal depository insurance coverage							$ 250,000		$ 250,000
Initial Public Offering, Over-Allotment and the Private Placement
Summary of Significant Accounting Policies
Proceeds from sale of Units, net of underwriting discounts paid						$ 234,600,000
Maturity term of U.S. government securities						185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination						100%
Class A common stock
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares									18,849,935
Aggregate redemption amount									$ 197,694,657
Number of shares redeemed			18,849,935
Aggregate redemption amount			$ 197,694,657
Class A common stock subject to redemption
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares		2,986,952					18,849,935
Redemption price per share		$ 10.79					$ 10.49
Aggregate redemption amount		$ 32,214,591	197,694,657				$ 32,214,591
Proceeds from marketable securities held in Trust Account	$ 32,214,591		$ 197,694,657
Number of shares redeemed	2,986,952	2,986,952	18,849,935
Number of shares exercised their right to redeem		2,986,952		18,849,935
Class A common stock subject to possible redemption							12,895,117		44,709,805	$ 237,984,513	$ 234,600,690
Accretion of Class A redeemable shares to redemption value									$ (6,707,678)
Class A common stock not subject to redemption
Summary of Significant Accounting Policies
Redemption price per share				$ 10.49
Number of shares exercised their right to redeem				18,849,935
Aggregate redemption amount				$ 197,694,657
Common class not subject to redemption
Summary of Significant Accounting Policies
Holders of number of shares exercised the right to redeem the shares					18,849,935				18,849,935
Redemption price per share		$ 10.79
Aggregate redemption amount					$ 197,694,657		$ 197,694,657		$ 197,694,657
Number of shares redeemed			18,849,935
Number of shares exercised their right to redeem		2,986,952
Share redemptions payable		$ 32,214,591

Summary of Significant Accou_12

Summary of Significant Accounting Policies - Common stock subject to possible redemption (Details) - USD ($)			3 Months Ended						9 Months Ended		12 Months Ended
	Mar. 14, 2024	Jul. 07, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Temporary equity
Remeasurement of Class A common stock subject to possible redemption			$ (165,500)	$ (163,615)	$ (559,907)	$ (731,196)	$ (2,864,208)	$ (2,525,300)	$ (889,022)	$ (6,120,704)	$ (6,707,678)	$ (3,383,823)
Redemption of Class A common stock		$ (197,694,657)
Trust Account withdrawal for tax payments						$ (1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Class A common stock
Temporary equity
Redemption of Class A common stock											(197,694,657)
Class A common stock subject to redemption
Temporary equity
Temporary Equity, Balance at the beginning					$ 44,709,805			$ 237,984,513	44,709,805	$ 237,984,513	237,984,513	234,600,690
Remeasurement of Class A common stock subject to possible redemption									889,022		6,707,678	3,383,823
Share redemptions payable											(197,694,657)
Redemption of Class A common stock	$ (32,214,591)	$ (197,694,657)							(32,214,591)
Trust Account withdrawal for tax payments									(489,119)		(2,287,729)
Temporary Equity, Balance at the ending			$ 12,895,117						$ 12,895,117		$ 44,709,805	$ 237,984,513

Summary of Significant Accou_13

Summary of Significant Accounting Policies - Net income (loss) (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Plus: Trust Account withdrawals for tax payments				1,827,729			489,119	2,287,729	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value	$ (165,500)	$ (163,615)	$ (559,907)	$ (731,196)	$ (2,864,208)	$ (2,525,300)	$ (889,022)	$ (6,120,704)	(6,707,678)	(3,383,823)
Net income (loss) including accretion of Class A redeemable shares to redemption value									$ (1,690,348)	$ 14,749,125

Summary of Significant Accou_14

Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of Common stock
Total number of shares	6,913,113			9,900,065			6,913,113	9,900,065	9,900,065	28,750,000
Weighted average shares ratio	100%			100%			100%	100%	100%
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,827,729			489,119	2,287,729	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(165,500)			(731,196)			(889,022)	(6,120,704)	(6,707,678)	(3,383,823)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Total income (loss) based on weighted average shares ratio, basic	(1,495,898)			(10,518)			(1,739,275)	2,831,194	2,729,602	18,132,948
Total income (loss) based on weighted average shares ratio, diluted	$ (1,495,898)			$ (10,518)			$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Other investee
Summary of Significant Accounting Policies
Ownership percentage										100%
Other investee | Class A common stock not subject to redemption
Summary of Significant Accounting Policies
Ownership percentage										20%
Other investee | Class A and Class B Non-redeemable shares
Summary of Significant Accounting Policies
Ownership percentage										80%
Redeemable warrants | Class A common stock
Number of Common stock
Total number of shares	1,163,113			4,150,065			1,163,113	4,150,065	4,150,065	23,000,000
Weighted average shares ratio	17%			42%			26%	73%	68%
Net (loss) income	$ (251,681)			$ (4,409)			$ (443,798)	$ 2,054,048	$ 1,865,473	$ 14,506,359
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				766,176			124,805	1,659,761	1,563,487
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(27,845)			(306,514)			(226,845)	(4,440,608)	(4,584,183)	(2,707,058)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704	6,707,678	3,383,823
Total income (loss) based on weighted average shares ratio, basic	(114,026)			(641,280)			(145,935)	3,106,176	3,264,726	15,183,124
Total income (loss) based on weighted average shares ratio, diluted	$ (114,026)			$ (641,280)			$ (145,935)	$ 3,106,176	$ 3,264,726	$ 15,183,124
Weighted average shares outstanding, basic	1,163,113			11,360,423			1,969,808	15,197,646	12,413,050	23,000,000
Weighted average shares outstanding, diluted	1,163,113			11,360,423			1,969,808	15,197,646	12,413,050	23,000,000
Basic net income (loss) per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Diluted net income (loss) per share	$ (0.1)			$ (0.15)			$ (0.07)	$ 0.2	$ 0.26	$ 0.66
Redeemable warrants | Other investee | Class A common stock
Summary of Significant Accounting Policies
Ownership percentage										80%
Non redeemable warrants | Class A and Class B Non-redeemable shares
Number of Common stock
Total number of shares	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares ratio	83%			24%			74%	23%	32%
Net (loss) income	$ (1,244,217)			$ (6,109)			$ (1,295,477)	$ 777,146	$ 864,129	$ 3,626,589
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,061,553			364,314	627,968	724,242
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(137,655)			(424,682)			(662,177)	(1,680,096)	(2,123,495)	(676,765)
Total income (loss) based on weighted average shares ratio, basic	(1,381,872)			630,762			(1,593,340)	(274,982)	(535,124)	2,949,824
Total income (loss) based on weighted average shares ratio, diluted	$ (1,381,872)			$ 630,762			$ (1,593,340)	$ (274,982)	$ (535,124)	$ 2,949,824
Weighted average shares outstanding, basic	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000			5,750,000			5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Diluted net income (loss) per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)	$ (0.09)	$ 0.51
Non redeemable warrants | Other investee | Class A and Class B Non-redeemable shares
Summary of Significant Accounting Policies
Ownership percentage										20%

Initial Public Offering (Deta_2

Initial Public Offering (Details) - USD ($)		9 Months Ended	12 Months Ended
	Dec. 14, 2021	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 11, 2024	Apr. 08, 2024
Initial Public Offering
Share price		$ 9.2	$ 9.2
Common stock, par value (In dollars per share)					$ 0.0001
Cash		$ 517,975	$ 2,171,553	$ 50,858
Underwriting fees	$ 4,600,000
IPO
Initial Public Offering
Number of shares issued	23,000,000
Share price	$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 230,000,000
Offering cost	13,935,218
Underwriting fees	4,600,000
Deferred underwriting fees	8,050,000
Other offering costs	$ 1,285,218
IPO | Public Warrants
Initial Public Offering
Number of warrants in a unit	0.5
Initial Public Offering, Over-Allotment and the Private Placement
Initial Public Offering
Number of shares issued	3,000,000
Share price	$ 10.2
Proceeds from sale of Units, net of underwriting discounts paid	$ 234,600,000
Maturity term of U.S. government securities	185 days
Proceeds held in trust account		$ 12,895,117	$ 44,709,805	$ 237,984,513
Class A common stock
Initial Public Offering
Share price		$ 9.2	$ 9.2
Number of shares in a unit						1
Common stock, par value (In dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Number of warrants in a unit						0.5
Number of shares issuable per warrant (in shares)						1
Exercise price of warrants (in dollars per share)						$ 11.5
Class A common stock | Public Warrants
Initial Public Offering
Number of shares issuable per warrant (in shares)		0.1			0.1
Class A common stock | IPO
Initial Public Offering
Number of shares in a unit	1
Common stock, par value (In dollars per share)	$ 0.0001
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.5

Private Placement (Details)_2

Private Placement (Details) - USD ($)	Dec. 14, 2021	Sep. 30, 2024	Apr. 08, 2024	Dec. 31, 2023
Private Placement
Share price		$ 9.2		$ 9.2
Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)			1
Exercise price of warrants (in dollars per share)			$ 11.5
Share price		$ 9.2		$ 9.2
Private Placement
Private Placement
Cash held in Trust Account	$ 9,200,000
Share price	$ 10
Private Placement | Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.5
Sponsor | Private Placement
Private Placement
Number of warrants issued	11,700,000
Proceeds from sale of Private Placement Warrants	$ 11,700,000
Exercise price of warrants (in dollars per share)	$ 1

Related Party Transactions - _2

Related Party Transactions - Founder Shares (Details)							9 Months Ended
	May 25, 2023 shares	Dec. 14, 2021 $ / shares shares	Dec. 13, 2021 shares	Nov. 25, 2021 USD ($) shares	Nov. 24, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Sep. 30, 2024 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares
Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000			1,550,000	1,550,000	5,750,000
Stock conversion ratio							1
Common stock, shares issued	1,550,000						1,550,000	1,550,000	5,750,000
Class B common stock | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited					1,437,500
Consideration for shares forfeited | $					$ 0
Common stock, shares outstanding					5,750,000
Maximum shares subject to forfeiture		0			750,000
Class B common stock | Founder shares | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)						7,187,500
Issuance of Class B common stock to Sponsor | $						$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000
Maximum shares subject to forfeiture		0		750,000
Conversion of Class B common stock	4,200,000
Stock conversion ratio	1
Common stock, shares issued	1,550,000
Class A common stock
Related Party Transactions
Common stock, shares outstanding	27,200,000						5,363,113	8,350,065	23,000,000
Common stock, shares issued	27,200,000						5,363,113	8,350,065	23,000,000
Class A common stock | Sponsor
Related Party Transactions
Common stock, shares issued						1,550,000
Class A common stock | Founder shares | Sponsor
Related Party Transactions
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
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
Over-allotment | Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)			3,000,000
Over-allotment | Class B common stock | Founder shares
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)			3,000,000

Related Party Transactions - _3

Related Party Transactions - Related Party Loans, Due to Related Party and Administrative Support Agreement (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 14, 2021	Dec. 10, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions
Payments made by related party on behalf of the Company			$ 270,590		$ 270,590		$ 236,233	$ 244,550
Other Liability, Current, Related Party, Type [Extensible Enumeration]							Related Party [Member]	Related Party [Member]
Administrative support fee - related party			366,500		366,500		$ 231,500
Cash capital contribution from Sponsor					553,228	$ 200,000	800,000
Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 350,000
Cash capital contribution from Sponsor					1,353,228		800,000	$ 0
Payments Made To Capital Contribution			220,000	$ 0	553,228	0
Promissory note with related party | Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	350,000
Administrative Support Agreement | Sponsor
Related Party Transactions
Administrative fees expense per month		$ 15,000
Administrative fees expense			0	$ 10,500	0	$ 10,500	10,500	118,000
Administrative support fee - related party			366,500		366,500		231,500
Working Capital Loans | Affiliate of the Sponsor
Related Party Transactions
Loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1
Outstanding Balance			$ 0		$ 0		$ 0	$ 0

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value (In dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)						9 Months Ended	12 Months Ended
	Mar. 14, 2024 shares	Jun. 09, 2023 shares	May 25, 2023 shares	Nov. 25, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Sep. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 Vote $ / shares shares	Sep. 11, 2024 $ / shares	Dec. 31, 2022 Vote $ / shares shares
Stockholders' Equity
Common stock, par value (In dollars per share) | $ / shares								$ 0.0001
Sponsor
Stockholders' Equity
Common stock, shares outstanding			4,200,000
Class A common stock
Stockholders' Equity
Common stock, shares authorized						200,000,000	200,000,000		200,000,000
Common stock, par value (In dollars per share) | $ / shares						$ 0.0001	$ 0.0001		$ 0.0001
Common stock, number of votes per share | Vote						1	1		1
Common stock, shares issued			27,200,000			5,363,113	8,350,065		23,000,000
Common stock, shares outstanding			27,200,000			5,363,113	8,350,065		23,000,000
Class A common stock | Sponsor
Stockholders' Equity
Common stock, shares issued							8,350,065
Common stock, shares outstanding							8,350,065
Class A common stock subject to redemption
Stockholders' Equity
Common stock subject to possible redemption, shares outstanding	1,163,113	4,150,065	23,000,000			1,163,113	4,150,065		23,000,000
Number of shares exercised their right to redeem	2,986,952	18,849,935
Class A ordinary shares subject to possible redemption, issued (in shares)	1,163,113	4,150,065				1,163,113	4,150,065		23,000,000
Class A common stock not subject to redemption
Stockholders' Equity
Number of shares converted			4,200,000
Common stock, shares issued						4,200,000	4,200,000		0
Common stock, shares outstanding			4,200,000			4,200,000	4,200,000		0
Number of shares exercised their right to redeem		18,849,935
Class A common stock not subject to redemption | Sponsor
Stockholders' Equity
Common stock, shares issued			27,200,000
Common stock, shares outstanding			27,200,000
Class B common stock
Stockholders' Equity
Common stock, shares authorized						20,000,000	20,000,000		20,000,000
Common stock, par value (In dollars per share) | $ / shares						$ 0.0001	$ 0.0001		$ 0.0001
Common stock, number of votes per share | Vote						1	1		1
Common stock, shares issued			1,550,000			1,550,000	1,550,000		5,750,000
Common stock, shares outstanding			1,550,000	5,750,000		1,550,000	1,550,000		5,750,000
Issuance of Class B common stock to Sponsor (in shares)					7,187,500
Issuance of Class B common stock to Sponsor | $					$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Stock conversion ratio						1
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares)						20%	20%
Number of Class A common stock issued upon conversion of each share (in shares)							1
Class B common stock | Sponsor
Stockholders' Equity
Number of shares converted			4,200,000
Common stock, shares issued			1,550,000
Common stock, shares outstanding						50,004	50,004

Warrants (Details)_2

Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Warrants
Class of warrant or right outstanding	23,200,000	23,200,000
Threshold maximum period for registration statement to become effective after business combination	60 days	60 days
Threshold consecutive trading days for redemption of warrants	30 days
Threshold trading days for calculating Market Value	20 days	20 days
Newly issued price (in dollars per share)	$ 9.2	$ 9.2
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%	60%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%	115%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Class A common stock
Warrants
Newly issued price (in dollars per share)	$ 9.2	$ 9.2
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Redemption price per warrant (in dollars per share)		$ 18
Threshold consecutive trading days for redemption of warrants		30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%	180%
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Threshold trading days for redemption of warrants		20 days
Threshold consecutive trading days for redemption of warrants		30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10	$ 10
Threshold number of trading days before sending notice of redemption to warrant holders	30 days	30 days
Redemption price per warrant (in dollars per share)	$ 0.1	$ 0.1
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10	$ 10
Redemption of Warrants when price per share of Class A common stock is less than $18.00
Warrants
Redemption price per warrant (in dollars per share)	$ 18
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Public Warrants
Warrants
Class of warrant or right outstanding	11,500,000	11,500,000
Warrants exercisable term after the completion of a business combination	30 days	30 days
Term of warrants	5 years	5 years
Threshold maximum period for filing registration statement after business combination	15 days	15 days
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18	$ 0.01
Threshold number of trading days before sending notice of redemption to warrant holders	30 days	30 days
Redemption price per warrant (in dollars per share)	$ 0.01	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18	$ 18
Private placement warrants
Warrants
Class of warrant or right outstanding	11,700,000	11,700,000

Commitments and Contingencies_3

Commitments and Contingencies (Details)

9 Months Ended

12 Months Ended

Aug. 22, 2022 USD ($)

Dec. 14, 2021 USD ($) $ / shares shares

Dec. 09, 2021 item

Sep. 30, 2024 USD ($) shares

Dec. 31, 2023 USD ($) shares

Dec. 31, 2022 USD ($)

Feb. 29, 2024 shares

Feb. 14, 2024 shares

Jan. 31, 2024 shares

Jan. 14, 2024 shares

Jan. 12, 2024 shares

Dec. 13, 2023 shares

Nov. 14, 2023 shares

Oct. 11, 2023 shares

Sep. 30, 2023 shares

Jun. 09, 2023 shares

May 25, 2023 shares

Commitments and Contingencies

Maximum number of demands for registration of securities | item

3

Underwriting option period

45 days

Underwriting fees | $

$ 4,600,000

Deferred fee per Unit | $ / shares

$ 0.35

Deferred underwriting commissions | $

$ 8,050,000

Accumulated deficit on waiver of deferred underwriting fee | $

$ 8,050,000

$ 8,050,000

Class A common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares issued

4,000,000

Class B common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares transferred

1,499,996

1,166,664

1,499,996

Additional non redemption shares transferred

999,996

666,664

166,666

166,666

166,666

166,666

166,666

166,666

166,666

999,996

Shares transferred to consummation of extension

500,000

500,000

Excess fair value of shares transferred upon consummation of extension | $

$ 1,209,879

$ 934,906

Class B common stock | Sponsor | Subsequent Events

Commitments and Contingencies

Aggregate of non redemption shares transferred

1,499,996

1,499,996

Over-allotment

Commitments and Contingencies

Number of units granted to underwriters

3,000,000

Shares issued underwriters

3,000,000

Fair Value Measurements - Ass_2

Fair Value Measurements - Assets and liabilities at fair value (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Warrant liability	$ 1,856,000	$ 580,500	$ 527,050
Level 1 | Recurring
Assets:
Marketable securities held in trust account	12,895,117	44,709,805	237,984,513
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	920,000	287,500	261,050
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 936,000	$ 293,000	$ 266,000

Fair Value Measurements - Cha_2

Fair Value Measurements - Changes in fair value instruments (Details) - USD ($)	3 Months Ended						12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Public Warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning	$ 230,000	$ 65,550	$ 287,500	$ 460,000	$ 530,150	$ 261,050	$ 261,050	$ 8,521,000
Change in fair value	690,000	164,450	(221,950)	161,000	(70,150)	269,100	26,450	(8,259,950)
Derivative warrant liabilities balance at ending	920,000	230,000	65,550	621,000	460,000	530,150	287,500	261,050
Private Placement Warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning	234,000	67,000	293,000	468,000	539,000	266,000	266,000	8,695,000
Change in fair value	702,000	167,000	(226,000)	164,000	(71,000)	273,000	27,000	(8,429,000)
Derivative warrant liabilities balance at ending	936,000	234,000	67,000	632,000	468,000	539,000	293,000	266,000
Warrant Liability
Fair Value Measurements
Derivative warrant liabilities balance at beginning	464,000	132,550	580,500	928,000	1,069,150	527,050	527,050	17,216,000
Change in fair value	1,392,000	331,450	(447,950)	325,000	(141,150)	542,100	53,450	(16,688,950)
Derivative warrant liabilities balance at ending	$ 1,856,000	$ 464,000	$ 132,550	1,253,000	928,000	$ 1,069,150	580,500	$ 527,050
Share Redemptions Payable
Fair Value Measurements
Derivative warrant liabilities balance at beginning				$ 197,694,657
Establishment of share repurchase liability					197,694,657		197,694,657
Share repurchase payment							$ (197,694,657)
Derivative warrant liabilities balance at ending					$ 197,694,657

Fair Value Measurements - Mea_2

Fair Value Measurements - Measurement (Details)	Sep. 30, 2024 Y $ / shares	Apr. 08, 2024 shares	Feb. 12, 2024 $ / shares	Jan. 12, 2024 $ / shares	Dec. 31, 2023 $ / shares Y item	Dec. 13, 2023 $ / shares	Nov. 14, 2023 $ / shares	Oct. 11, 2023 $ / shares	Sep. 30, 2023 $ / shares Y	Jun. 09, 2023 $ / shares	Dec. 31, 2022 Y item $ / shares	Dec. 14, 2021 shares
Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares		1
Number of warrants in a unit | shares		0.5
Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares			10.73	10.65		10.62	10.6	10.57	10.56	10.54
Risk-free rate
Fair Value Measurement Inputs
Measurement input			0.0488	0.046		0.0488	0.0517	0.0531	0.0539	0.051
Volatility
Fair Value Measurement Inputs
Measurement input			0.644	0.6602		0.6552	0.6391	0.649	0.6596	0.7656
IPO | Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares												1
Public Warrants | IPO
Fair Value Measurement Inputs
Number of warrants in a unit | shares												0.5
Private placement warrants | Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares	11				10.64				10.56		10.18
Private placement warrants | Exercise price
Fair Value Measurement Inputs
Measurement input | $ / shares	11.5				11.5				11.5		11.5
Private placement warrants | Risk-free rate
Fair Value Measurement Inputs
Measurement input	0.0356				0.0381				0.0455		0.0395
Private placement warrants | Volatility
Fair Value Measurement Inputs
Measurement input	0				0				0		0
Private placement warrants | Term
Fair Value Measurement Inputs
Measurement input | Y	5.21				5.21				5.25		5.25
Private placement warrants | Warrant to buy one share (adjusted for the probability of dissolution)
Fair Value Measurement Inputs
Measurement input | $ / shares	0.08				0.03				0.05		0.02
Private placement warrants | Dividend yield
Fair Value Measurement Inputs
Measurement input	0				0				0		0

Fair Value Measurements - Non_2

Fair Value Measurements - Non-recurring Fair Value Measurements (Details)	May 25, 2023 USD ($) $ / shares shares	Sep. 30, 2024 shares	Feb. 14, 2024 shares	Feb. 12, 2024 $ / shares Y	Jan. 14, 2024 shares	Jan. 12, 2024 $ / shares Y shares	Dec. 31, 2023 shares	Dec. 13, 2023 $ / shares Y shares	Nov. 14, 2023 Y $ / shares shares	Oct. 11, 2023 Y $ / shares shares	Sep. 30, 2023 Y $ / shares shares	Jun. 09, 2023 $ / shares Y shares
Sponsor | Class B common stock
Fair Value Measurement Inputs
Shares transferred upon consummation of extension | shares	500,000											500,000
Fair value per share of shares transferred upon consummation of extension | $	$ 387,000
Fair value per share of shares transferred upon consummation of extension (in per shares)	$ 0.77
Additional non redemption shares transferred | shares	999,996	999,996	166,666		166,666	166,666	666,664	166,666	166,666	166,666	166,666
Sponsor | Class B common stock | Minimum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.82
Sponsor | Class B common stock | Maximum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.83
Common stock price
Fair Value Measurement Inputs
Measurement input				10.73		10.65		10.62	10.6	10.57	10.56	10.54
Estimated probability of an Initial Business Combination
Fair Value Measurement Inputs
Measurement input				0.10		0.10		0.10	0.10	0.10	0.10	0.10
Estimated volatility
Fair Value Measurement Inputs
Measurement input				0.644		0.6602		0.6552	0.6391	0.649	0.6596	0.7656
Risk-free rate
Fair Value Measurement Inputs
Measurement input				0.0488		0.046		0.0488	0.0517	0.0531	0.0539	0.051
Time to expiration
Fair Value Measurement Inputs
Measurement input | Y				1		1		1	1	1	1	1

Income Taxes -Net deferred tax

Income Taxes -Net deferred tax assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets, Net [Abstract]
Capitalized start-up costs	$ 877,440	$ 579,901
Net operating loss carryforward	39,845
Total deferred tax assets	917,285	579,901
Valuation allowance	(861,760)	(211,887)
Net deferred tax assets	55,525	368,014
Deferred Tax Liabilities, Net [Abstract]
Accrued dividends on marketable securities held in Trust Account	(55,525)	(368,014)
Total deferred tax liabilities	$ (55,525)	$ (368,014)

Income Taxes - Income tax provi

Income Taxes - Income tax provision (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Current expense (benefit)
Federal					$ 1,319,280	$ 362,282
Deferred expense (benefit)
Federal					(457,790)	17,037
State					(192,083)	(13,143)
Change in valuation allowance					649,873	(3,894)
Income taxes provision	$ 24,220	$ 142,965	$ 138,344	$ 1,253,934	1,319,280	362,282
Operating loss carryforwards, carry forward indefinitely					0	0
Operating loss carryforwards subject to expiration					$ 570,536	$ 0

Income Taxes - Effective Tax Re

Income Taxes - Effective Tax Reconciliation (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of the federal income tax rate to the effective tax rate
Federal statutory tax rate			21%		21%	21%
State taxes, net of federal tax benefit					(4.74%)	(0.07%)
Change in fair value of warrant liabilities					0.28%	(18.95%)
Change in valuation allowance					16.05%	(0.02%)
Income tax provision	1.65%	107.94%	8.64%	30.70%	32.59%	1.96%

Subsequent Events (Details)_2

Subsequent Events (Details) - USD ($)	Mar. 21, 2024	Jan. 19, 2024	Oct. 26, 2023	Dec. 14, 2024	Nov. 13, 2024	Sep. 30, 2024	Sep. 11, 2024	Apr. 08, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Events
Common stock, par value (In dollars per share)							$ 0.0001
Estimated federal income taxes		$ 1,450,000	$ 362,282
Class A common stock
Subsequent Events
Common stock, par value (In dollars per share)						$ 0.0001			$ 0.0001	$ 0.0001
Number of shares issuable per warrant (in shares)								1
Exercise price of warrants (in dollars per share)								$ 11.5
Number of shares in a unit								1
Number of warrants in a unit								0.5
Subsequent Events
Subsequent Events
Redemption price per share					$ 11.08
Subsequent Events | Class A common stock
Subsequent Events
Number of warrants in a unit	0.5
Redemption price per share				$ 10.79
Issuance of Class B common stock to Sponsor	$ 40,000,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Total Current Assets	$ 648,979	$ 2,171,553
TOTAL ASSETS	13,544,096	46,881,358
Current liabilities:
Accounts payable	150,649	99,468
Accrued expenses	544,188	2,251,823
Total Current Liabilities	3,815,066	4,980,018
TOTAL LIABILITIES	5,671,066	5,560,518
Commitments and contingencies
Stockholders' equity:
Accumulated deficit	(5,722,812)	(4,150,511)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	13,544,096	46,881,358
Angel Studios, Inc. CIK: 0001671941
Current assets:
Cash and cash equivalents	11,343,602	25,201,425
Accounts receivable, net	4,547,730	24,140,903
Current portion of long-term licensing receivables, net	10,894,481	7,851,505
Physical media inventory	3,063,598	2,843,681
Current portion of notes receivable	540,036	707,508
Investment capital receivable	4,925,053
Prepaid expenses and other	6,653,504	4,316,577
Total Current Assets	41,968,004	65,061,599
Long-term licensing receivables, net	12,269,028	11,279,260
Notes receivable, net of current portion	4,304,517	4,502,079
Property and equipment, net	911,583	1,212,056
Content, net	1,748,926	1,389,588
Intangibles, net	1,935,418	1,987,190
Digital assets	2,422,813	2,961,790
Investments in affiliates	5,586,976	4,503,153
Operating lease right-of-use assets	2,913,607	1,286,237
Other long-term assets	8,993,311	4,075,243
TOTAL ASSETS	83,054,183	98,258,195
Current liabilities:
Accounts payable	1,943,769	3,169,248
Accrued expenses	10,120,821	6,297,230
Current portion of accrued licensing royalties	18,925,247	25,958,085
Notes payable	3,168,729	4,160,277
Current portion of operating lease liabilities	654,128	364,633
Deferred revenue	10,044,834	3,920,648
Current portion of accrued settlement costs	273,404	253,882
Total Current Liabilities	45,130,932	44,124,003
Accrued settlement costs, net of current portion	4,164,409	4,371,972
Accrued licensing royalties, long-term	9,370,043	9,125,409
Operating lease liabilities, net of current portion	2,330,526	961,151
TOTAL LIABILITIES	60,995,910	58,582,535
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 85,000,000 shares authorized; 26,611,335 and 24,991,329 shares issued and outstanding, respectively	26,610	24,991
Additional paid-in capital	83,528,063	49,875,530
Noncontrolling interests	(239,073)	(151,670)
Accumulated deficit	(61,257,327)	(10,073,191)
Total stockholders' equity	22,058,273	39,675,660
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	$ 83,054,183	$ 98,258,195

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (In dollars per share)		$ 0.0001
Angel Studios, Inc. CIK: 0001671941
Common stock, par value (In dollars per share)	$ 0.001		$ 0.001	$ 0.001
Common stock, shares authorized	85,000,000		85,000,000	85,000,000
Common stock, shares issued	26,611,335		24,991,329	24,272,281
Common stock, shares outstanding	26,611,335		24,991,329	24,272,281

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Loss from operations	$ (245,178)			$ (137,763)			$ (939,480)	$ (786,678)	$ (1,670,440)	$ (1,577,543)
Other income (expense):
(Loss) Income before provision for income taxes	(1,471,678)			132,447			(1,600,931)	4,085,128	4,048,882	18,495,230
Income tax benefit	24,220			142,965			138,344	1,253,934	1,319,280	362,282
Net income (loss)							(1,739,275)	2,831,194	2,729,602	18,132,948
Net (loss) income	(1,495,898)	$ (504,984)	$ 261,607	(10,518)	$ 1,657,247	$ 1,184,465	(1,739,275)	2,831,194	2,729,602	18,132,948
Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	20,121,166			113,022,154			65,485,798	152,490,595	202,437,316	75,516,562
Operating expenses:
Cost of revenues	8,107,950			46,037,758			31,339,159	64,438,397	86,032,540	40,392,001
Selling and marketing	16,602,045			28,814,600			54,893,723	51,733,879	74,181,413	19,257,984
General and administrative	6,059,396			7,110,171			15,972,632	13,219,825	18,121,437	12,049,547
Research and development	3,168,016			3,535,760			11,201,952	9,794,724	13,905,426	12,345,518
Legal expense	1,328,090			322,493			10,037,679	786,536	2,038,974	802,044
Net loss (gain) on digital assets	(862,479)			3,599			(1,594,889)	3,599
Total operating expenses	34,403,018			85,824,381			121,850,256	139,976,960	194,283,790	89,912,507
Loss from operations	(14,281,852)			27,197,773			(56,364,458)	12,513,635	8,153,526	(14,395,945)
Other income (expense):
Interest expense	(452,177)			(3,005,434)			(1,969,247)	(3,340,622)	(3,657,958)	(694,374)
Interest income	754,561			523,367			2,581,062	1,013,848	1,819,121	614,426
Total other income (expense), net	302,384			(2,482,067)			611,815	(2,326,774)	(1,838,837)	(79,948)
(Loss) Income before provision for income taxes	(13,979,468)			24,715,706			(55,752,643)	10,186,861	6,314,689	(14,475,893)
Income tax benefit	(80,099)			(897,581)			(4,483,167)	(897,581)	(2,697,435)	(765,185)
Net income (loss)	(13,899,369)			25,613,287			(51,269,476)	11,084,442	9,012,124	(13,710,708)
Net loss attributable to noncontrolling interests	(44,193)			(38,519)			(87,403)	(82,849)	(151,670)
Net (loss) income	$ (13,855,176)			$ 25,651,806			$ (51,182,073)	$ 11,167,291	$ 9,163,794	$ (13,710,708)
Basic net (loss) income per share	$ (0.534)			$ 1.033			$ (2.014)	$ 0.452	$ 0.37	$ (0.565)
Diluted net income (loss) per share	$ (0.534)			$ 0.993			$ (2.014)	$ 0.434	$ 0.353	$ (0.533)
Weighted average shares outstanding, basic	25,944,793			24,828,827			25,409,358	24,725,309	24,775,858	24,264,683
Weighted average common shares outstanding - diluted	25,944,793			25,836,081			25,409,358	25,712,325	25,929,246	25,703,235
Licensed content and other revenue | Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	$ 18,416,499			$ 105,231,695			$ 58,992,899	$ 121,608,240	$ 167,150,134	$ 41,536,516
Pay it Forward revenue | Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	$ 1,704,667			$ 7,790,459			$ 6,492,899	$ 30,882,355	$ 35,287,182	$ 33,980,046

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)	Common stock Class A common stock Angel Studios, Inc. CIK: 0001671941	Common stock Class B common stock Angel Studios, Inc. CIK: 0001671941	Common stock Class C Angel Studios, Inc. CIK: 0001671941	Common stock Class F Angel Studios, Inc. CIK: 0001671941	Additional Paid-in Capital Angel Studios, Inc. CIK: 0001671941	Accumulated Deficit Angel Studios, Inc. CIK: 0001671941	Noncontrolling Interests Angel Studios, Inc. CIK: 0001671941	Class A common stock	Class B common stock	Class C Angel Studios, Inc. CIK: 0001671941	Angel Studios, Inc. CIK: 0001671941	Total
Balance as of beginning at Dec. 31, 2021	$ 20,842	$ 3,349	$ 508		$ 39,538,876	$ (5,187,312)					$ 34,376,263
Balance as of beginning (in units) at Dec. 31, 2021	20,842,227	3,349,017	508,420
Stock options exercised	$ 77				258,778						$ 258,855
Stock options exercised (in units)	77,012										77,011
Transfer of Common Stock	$ (9,912)			$ 9,912
Transfer of Common Stock (in units)	9,912,072			(9,912,072)
Repurchase of Common Stock (in units)	(48,002)		(456,364)
Stock-based compensation expense					1,503,969						$ 1,503,969
Net income (loss)						(13,710,708)					(13,710,708)	$ 18,132,948
Balance as of ending at Dec. 31, 2022	$ 10,959	$ 3,349	$ 52	$ 9,912	41,215,939	(19,239,049)					$ 22,001,162
Balance as of ending (in units) at Dec. 31, 2022	10,959,165	3,349,017	52,056	9,912,072				23,000,000	5,750,000		24,272,281
Stock options exercised				$ 29	17,305						$ 17,334
Stock options exercised (in units)				28,911
Issuance of Common Stock			$ 529		7,499,472						7,500,001
Issuance of Class B common stock to Sponsor (in shares)		(29)	528,914
Stock-based compensation expense					685,561						685,561
Net income (loss)						11,167,291	$ (82,849)				11,084,442	2,831,194
Balance as of ending at Sep. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,941	49,418,277	(8,071,758)	(82,849)				41,288,500
Balance as of ending (in units) at Sep. 30, 2023	10,959,165	3,348,988	580,970	9,940,983
Balance as of beginning at Dec. 31, 2022	$ 10,959	$ 3,349	$ 52	$ 9,912	41,215,939	(19,239,049)					$ 22,001,162
Balance as of beginning (in units) at Dec. 31, 2022	10,959,165	3,349,017	52,056	9,912,072				23,000,000	5,750,000		24,272,281
Stock options exercised				$ 198	235,528						$ 235,726
Stock options exercised (in units)				197,656							197,656
Issuance of Common Stock			$ 529		7,499,472						$ 7,500,001
Issuance of Class B common stock to Sponsor (in shares)			528,914
Transfer of Common Stock	$ (20)	$ (3)	$ 318	$ (295)
Transfer of Common Stock (in units)	20,000	2,630	(317,346)	294,716
Repurchase of Common Stock (in units)				(7,551)
Stock-based compensation expense					1,031,656						1,031,656
Cumulative translation adjustment						2,064					2,064
Net income (loss)						9,163,794	(151,670)				9,012,124	2,729,602
Balance as of ending at Dec. 31, 2023	$ 10,939	$ 3,346	$ 899	$ 9,807	49,875,530	(10,073,191)	(151,670)				$ 39,675,660
Balance as of ending (in units) at Dec. 31, 2023	10,939,165	3,346,387	898,316	9,807,461				8,350,065	1,550,000		24,991,329
Balance as of beginning at Jun. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,936	49,146,674	(33,723,564)	(44,330)				$ 15,403,605
Balance as of beginning (in units) at Jun. 30, 2023	10,959,165	3,348,988	580,970	9,935,006
Stock options exercised				$ 5	1,655						1,660
Stock options exercised (in units)				5,977
Stock-based compensation expense					269,948						269,948
Net income (loss)						25,651,806	(38,519)				25,613,287
Balance as of ending at Sep. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,941	49,418,277	(8,071,758)	(82,849)				41,288,500
Balance as of ending (in units) at Sep. 30, 2023	10,959,165	3,348,988	580,970	9,940,983
Balance as of beginning at Dec. 31, 2023	$ 10,939	$ 3,346	$ 899	$ 9,807	49,875,530	(10,073,191)	(151,670)				$ 39,675,660
Balance as of beginning (in units) at Dec. 31, 2023	10,939,165	3,346,387	898,316	9,807,461				8,350,065	1,550,000		24,991,329
Stock options exercised				$ 179	457,641						$ 457,820
Stock options exercised (in units)				178,687
Issuance of Common Stock			$ 1,470		31,617,989						31,619,459
Issuance of Class B common stock to Sponsor (in shares)		(29)	1,470,180							330,687
Transfer of Common Stock	$ 334	$ (335)	$ 220	$ (219)
Transfer of Common Stock (in units)	(333,528)	334,644	(220,420)	219,304
Repurchase of Common Stock			$ (11)	$ (19)	(600,049)						(600,079)
Repurchase of Common Stock (in units)			(10,379)	(18,453)
Stock-based compensation expense					2,176,952						2,176,952
Cumulative translation adjustment						(2,063)					(2,063)
Net income (loss)						(51,182,073)	(87,403)				(51,269,476)	$ (1,739,275)
Balance as of ending at Sep. 30, 2024	$ 11,273	$ 3,011	$ 2,578	$ 9,748	83,528,063	(61,257,327)	(239,073)				$ 22,058,273
Balance as of ending (in units) at Sep. 30, 2024	11,272,693	3,011,714	2,578,537	9,748,391				5,363,113	1,550,000		26,611,335
Balance as of beginning at Jun. 30, 2024	$ 10,939	$ 3,346	$ 1,682	$ 9,701	59,750,371	(47,402,151)	(194,880)				$ 12,179,008
Balance as of beginning (in units) at Jun. 30, 2024	10,939,165	3,346,358	1,681,423	9,701,014
Stock options exercised				$ 76	233,577						233,653
Stock options exercised (in units)				75,798
Issuance of Common Stock			$ 888		23,368,600						23,369,488
Issuance of Class B common stock to Sponsor (in shares)			888,377
Transfer of Common Stock	$ 334	$ (335)	$ 19	$ (18)
Transfer of Common Stock (in units)	(333,528)	334,644	(19,116)	18,000
Repurchase of Common Stock			$ (11)	$ (11)	(486,163)						(486,185)
Repurchase of Common Stock (in units)			(10,379)	(10,421)
Stock-based compensation expense					661,678						661,678
Net income (loss)						(13,855,176)	(44,193)				(13,899,369)
Balance as of ending at Sep. 30, 2024	$ 11,273	$ 3,011	$ 2,578	$ 9,748	$ 83,528,063	$ (61,257,327)	$ (239,073)				$ 22,058,273
Balance as of ending (in units) at Sep. 30, 2024	11,272,693	3,011,714	2,578,537	9,748,391				5,363,113	1,550,000		26,611,335

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2024 USD ($)
Cash flows from operating activities:
Net income (loss)	$ (1,739,275)
Change in operating assets and liabilities:
Accounts payable and accrued expenses	(1,656,454)
Net cash (used in) provided by operating activities	(1,860,002)
Cash flows from investing activities:
Net cash provided by investing activities	31,867,787
Cash flows from financing activities:
Net cash (used in) financing activities	(31,661,363)
Cash - Beginning of period	2,171,553
Cash - End of period	517,975
Angel Studios, Inc. CIK: 0001671941
Cash flows from operating activities:
Net income (loss)	(51,269,476)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	768,130
Amortization of operating lease assets	509,892
Stock-based compensation expense	2,176,952
Net loss (gain) on digital assets	(1,594,889)
Investments in affiliates gain	(50,307)
Impairment of intangible assets	3,200
Change in deferred income taxes	(4,403,068)
Change in operating assets and liabilities:
Accounts receivable	19,593,173
Physical media inventory	(219,917)
Prepaid expenses and other current assets	(2,336,927)
Licensing receivables	(4,032,744)
Content	(503,296)
Other long-term assets	(515,000)
Accounts payable and accrued expenses	2,937,860
Accrued licensing royalties	(6,788,204)
Operating lease liabilities	(478,392)
Deferred revenue	6,124,186
Net cash (used in) provided by operating activities	(40,082,027)
Cash flows from investing activities:
Purchases of property and equipment	(271,927)
Issuance of note receivable	(1,455,279)
Collections of note receivable	1,820,313
Purchase of digital assets	(48,515)
Sale of digital assets	2,182,381
Investments in affiliates	(1,033,516)
Net cash provided by investing activities	1,193,457
Cash flows from financing activities:
Repayment of notes payable	(18,562,356)
Receipt of notes payable	17,043,019
Exercise of stock options	457,820
Sale of common stock	26,901,019
Fees related to issuance of common stock	(206,613)
Repurchase of common stock	(600,079)
Net cash (used in) financing activities	25,032,810
Effect of changes in foreign currency exchange rates on cash and cash equivalents	(2,063)
Net increase (decrease) in cash and cash equivalents	(13,857,823)
Cash - Beginning of period	25,201,425
Cash - End of period	11,343,602
Supplemental disclosure of cash flow information:
Cash paid for interest	456,144
Supplemental schedule of noncash financing activities
Operating lease right-of-use assets and liabilities	2,137,262
Investment capital receivable	$ 4,925,053

Description of Organization a_5

Description of Organization and Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Description Of Organization And Summary Of Significant Accounting Policies [Line Items]
Description of Organization and Summary of Significant Accounting Policies	1. Description of Organization and Summary of Significant Accounting Policies Organization The Company comprises Angel Studios, Inc. and its wholly owned subsidiaries Dry Bar Comedy, LLC (a Utah limited liability company organized on January 20, 2017), Angel Studios Licensing, LLC, (a Utah limited liability company organized on September 15, 2020), Angel Studios Production, LLC (a Utah limited liability company organized on July 6, 2021), Angel Studios OF I, LLC, (a Utah limited liability company organized on July 14, 2021), Angel Studios 001, Inc. (a Delaware Corporation organized on November 1, 2023), Angel Studios BHC, S.A., DE C.V. (an El Salvadoran public limited company organized on July 26, 2023), Angel Studios Licensing B.V., (a Netherlands private limited company organized on September 13, 2023), Angel Studios Distribution Limited (a United Kingdom limited company organized on September 13, 2023), Angel Acceleration Fund Management, LLC (a Delaware limited liability company organized on July 15, 2022), and Angel Acceleration Fund GP, LLC (a Delaware limited liability company organized on June 17, 2022) (collectively, the “Company”). The Company was originally organized as a Utah limited liability company on November 13, 2013. On February 7, 2014, the entity converted to a Delaware corporation. The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Proposed Businesss Combination On September 11, 2024, Southport Acquisition Corporation, a Delaware corporation (“Southport”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Southport, Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Southport (“Merger Sub”), and the Company. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: i. at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger or Business Combination”); ii. at the Closing, all of the outstanding capital stock of the Company (other than shares subject to Company options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $1.5 billion plus the aggregate gross proceeds of any capital raised by the Company prior to the Closing, divided by (y) $10.00 ; iii. at the Closing, all of the outstanding options to acquire capital stock of the Company will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); iv. subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding (the “Warrant Conversion”); and v. at the Closing, Southport will be renamed “Angel Studios, Inc.” The board of directors of Southport has unanimously (i) approved and declared advisable the Merger Agreement and the Merger and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of Southport. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of Southport and the Company, (ii) the effectiveness of the registration statement on Form S-4 to be filed by Southport in connection with the transaction, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval for listing on the Applicable Stock Exchange the shares of Combined Company Common Stock to be issued in connection with the Merger, (v) the condition that SAC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the performance in all material respects of the respective covenants of Southport and the Company to be performed as of or prior to the Closing, including with respect to Southport, the covenant with respect to the warrantholder approval, (vii) the absence of any injunctions prohibiting the consummation of the Merger and (viii) the representations and warranties of Southport and the Company remaining accurate (to such standards described in the Merger Agreement) as of the effective time of the Merger. The Merger Agreement is also subject to the approval by the stockholders of Southport of an extension to Southport’s deadline to consummate a business combination to September 30, 2025. Each party’s obligations to consummate the Merger are also conditioned upon the accuracy of the other party’s representations and warranties, subject to customary materiality and material adverse effect qualifiers, and the performance in all material respects by the other party of its covenants in the Merger Agreement to be performed as of or prior to the Closing. The Merger Agreement contains customary representations and warranties by Southport, Merger Sub and Angel Studios. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing. The Merger Agreement may be terminated at any time prior to the Closing (i) by written consent of Southport and the Company, (ii) by either the Company or Southport, if certain approvals of the stockholders of Southport or the Company, to the extent required under the Merger Agreement, are not obtained as set forth therein, (iii) by the Company, if there is a Modification in Recommendation (as defined in the Merger Agreement), or by Southport, if there is a Company Modification in Recommendation (as defined in the Merger Agreement), and (iv) by either Southport or the Company in certain other circumstances set forth in the Merger Agreement, including (a) if any governmental authority shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (b) in the event of certain uncured material breaches by the other party or (c) if the Closing has not occurred on or before December 14, 2024 (which shall automatically be extended to September 30, 2025 subject to approval of Southport’s stockholders to extend the deadline to consummate a business combination). Certain Related Agreements The Sponsor Support Agreement On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the Company, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith. In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration. The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap. The Sponsor Support Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties. Angel Studios Stockholder Support Agreement On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, the Company and certain stockholders of the Company (the “Key Stockholders”). Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of the Company’s common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, Southport, the Sponsor, certain equityholders of the Company, Jared Stone and the other parties thereto, will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Southport will grant customary registration rights to the other parties thereto, including to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of Southport Common Stock that are held by the other parties thereto. Lock-Up Agreement The Merger Agreement contemplates that, at the Closing, Southport and the Key Holders (as defined in the Merger Agreement) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”). The Lock-Up Agreement contains certain restrictions on transfer with respect to shares of Southport Common Stock held by the Key Holders immediately following the Closing (other than shares purchased in the public market after the Closing) and the shares of Southport Common Stock issued to directors and executive officers of the combined company upon settlement or exercise of stock options or other equity awards outstanding as of immediately following the Closing in respect of awards of Angel Studios outstanding immediately prior to the Closing (the “Lock-Up Shares”). Such restrictions begin at the Closing and end on the earlier of (i) one year after the Closing and (ii) (a) for 33% of the Lock-Up Shares, the date on which the last reported sale price of Southport Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30 -trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-up Shares, the date on which the last reported sale price of Southport Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 -trading day period commencing at least 30 days after the Closing. The foregoing description of the Merger Agreement, the Sponsor Support Agreement and the Angel Studios Stockholder Support Agreement, and the transactions and documents contemplated thereby (including, without limitation, the Registration Rights Agreement and the Lock-Up Agreement), is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, the Sponsor Support Agreement and the Angel Studios Stockholder Support Agreement, the terms of which are incorporated by reference herein. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2023 included in the Company’s registration statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024, and amended on April 19, 2024, and May 13, 2024 (as amended, the “Form 10”). As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates. Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10.6 million in bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. During the three and nine months ended September 30, 2024, an impairment was recognized of $1.5 thousand and $3.2 thousand, respectively. The Company sold bitcoin holdings with a total book value of $0.4 million for a net gain of $0.9 million during the three months ended September 30, 2024. The Company sold bitcoin holdings with a total book value of $0.5 million for a net gain of $1.6 million during the nine months ended September 30, 2024. Liquidity The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2024, the Company incurred a net loss of approximately $51.3 million and used cash in operating activities of approximately $40.1 million. The Company had an accumulated deficit of approximately $61.3 million as of September 30, 2024. A significant portion of the net loss for the nine months ended September 30, 2024, was due to a one-time contractual commitment for marketing spend on a theatrical release, legal expenses related to unfavorable outcome of arbitration and increased marketing expenses to grow Angel Guild memberships. Management does not anticipate the same level of marketing spend as a percentage of revenue for future theatrical releases. The Content License Agreement with The Chosen, Inc. (f/k/a The Chosen, LLC) (“The Chosen”) dated October 18, 2022 (the “Chosen Agreement”), which has generated significant past revenues, was canceled during the quarter ended June 30, 2024. Management anticipates that the Company will continue to incur operating losses and use cash in operating activities for the rest of 2024 and into 2025. Management is working to increase revenues through the growth of Angel Guild memberships, the Company’s pipeline of theatrical releases in the second half of 2024 and in 2025, and additional streaming agreements. The Company holds bitcoin assets valued at over $20.0 million as of the date of this Quarterly Report on Form 10-Q. The Company finances marketing activities for theatrical releases through print and advertising loan agreements with individual and institutional investors. Additionally, the Company has raised capital through the sale of common stock, generating approximately $7.5 million during the year ended December 31, 2023, and approximately $26.7 million during nine months ended September 30, 2024. Management believes it will be able to fund operating capital shortfalls for the next year through the issuance of debt and common stock. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses. If these efforts are not successful, or if securing debt and selling common stock on acceptable terms proves challenging, the Company would need to significantly reduce operations, which could materially affect its financial condition and/or its ability to continue as a going concern. Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of September 30, 2024, the allowance for doubtful accounts receivable was $0.3 million. As of December 31, 2023, the Company’s allowance for doubtful accounts receivable was $0.3 million. Physical Inventory Physical inventory consists of apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content the Company is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of September 30, 2024, and December 31, 2023. Prepaid Expenses and Other Prepaid expenses primarily represent payments made in advance for services and goods to be received in future periods. These include but are not limited to prepayments for insurance, software, rent, fees, and future advertising. Other assets may include royalty advances, deposits, and interest receivable. The Company also capitalizes expenses related to its future merger with a special purpose acquisition company. Investment Capital Receivable The Company sold common stock during the three months ended September 30, 2024 through a Regulation A offering. Due to the timing of the investment closing, certain investment capital was not received by the Company until after the close of the period. As of September 30, 2024, $4.9 million was open to be collected and was fully collected before the date of this Quarterly Report on Form 10-Q. Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and will be reduced by any distributions received. Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Notes receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of September 30, 2024, and December 31, 2023. Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the three months ended September 30, 2024 and 2023, was $1.3 million and $3.5 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $3.9 million and $10.7 million, respectively. Digital media revenue for the three months ended September 30, 2024 and 2023, was $0.9 million and $0.4 million, respectively and for the nine months ended September 30, 2024 and 2023, was $2.0 million and $0.7 million, respectively. Pay it Forward Revenue Pay it Forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay it Forward revenues are reported as Pay it Forward revenue in the condensed consolidated statements of operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay it Forward revenue (excluding theatrical Pay it Forward receipts) for the three months ended September 30, 2024 and 2023, was $0.4 million and $4.4 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $5.2 million and $27.5 million, respectively. The Company also collects Pay it Forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical Pay it Forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s condensed consolidated financial statements as deferred revenue. Deferred revenue will be recognized as Pay it Forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the three months ended September 30, 2024 and 2023, the Company recognized Pay it Forward revenue specific to theatrical releases of $1.3 million and $3.4 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0.1 million and $0.9 million, respectively, of deferred revenue related to Pay it Forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months . Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the membership period. Angel Guild revenue for the three months ended September 30, 2024 and 2023, was $9.0 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $21.3 million and $0.3 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $8.9 million and $2.4 million, respectively, of deferred revenue related to Angel Guild revenue. This is expected to be recognized as revenue during the next 12 months . Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of the Company’s content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the September 30, 2024 and 2023 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years . The typical period ranges around 3 years . Content licensing revenue for the three months ended September 30, 2024 and 2023, was $1.9 million and $2.5 million, respectively and for the nine months ended September 30, 2024 and 2023, was $12.9 million and $5.6 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0 and $71.7 thousand, respectively, of deferred revenue related to content licensing. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the three months ended September 30, 2024 and 2023, was $0.3 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $1.1 million and $0.5 million, respectively. Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the condensed consolidated statements of operations in the period in which the related revenue is recognized, following the matching principle. Components of	1. Description of Organization and Summary of Significant Accounting Policies Organization The Company comprises Angel Studios, Inc. and its wholly owned subsidiaries Dry Bar Comedy, LLC (a Utah limited liability company organized on January 20, 2017), Angel Studios Licensing, LLC, (a Utah limited liability company organized on September 15, 2020), Angel Studios Production, LLC (a Utah limited liability company organized on July 6, 2021), Angel Studios OF I, LLC, (a Utah limited liability company organized on July 14, 2021), Angel Studios SPV – Cabrini, Inc. (a Delaware Corporation organized on November 1, 2023), Angel Studios BHC, S.A., DE C.V. (an El Salvadoran public limited company organized on July 26, 2023), Angel Studios Licensing B.V., (a Netherlands private limited company organized on September 13, 2023), Angel Studios Distribution Limited (a United Kingdom limited company organized on September 13, 2023), Angel Acceleration Fund Management, LLC (a Delaware limited liability company organized on July 15, 2022), and Angel Acceleration Fund GP, LLC (a Delaware limited liability company organized on June 17, 2022) (collectively, the “Company”). Angel Studios, Inc. was originally organized as a Utah limited liability company on November 13, 2013. On February 7, 2014, the entity converted to a Delaware corporation. The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. As of December 31, 2022, $3,094,538 of accrued licensing royalties has been broken out separately from accrued expenses on the consolidated balance sheets. This change had no impact on the total current liabilities of the Company as of December 31, 2022. This change had no impact on the total operating cash flow of the Company as of December 31, 2022. As of December 31, 2022, $33,980,046 of pay-it-forward revenue has been broken out separately from total revenue on the consolidated statements of operations. This change had no impact on total revenue of the Company as of December 31, 2022. As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (US GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates. Concentrations of Credit Risk The Company’s cash is held in non-interest-bearing and interest-bearing accounts that may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of those amounts held in excess of such insurance limitations. For example, the FDIC took control of Silicon Valley Bank (SVB), where the Company held a portion of its cash and cash equivalents. The Federal Reserve subsequently announced that account holders would be made whole, and the Company once again received access to all of its cash and cash equivalents. However, the FDIC may not make all account holders whole in the event of future bank failures. In addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their accounts and assets held in their accounts may be substantially delayed. Any material loss that the Company may experience in the future or inability for a material time period to access our cash and cash equivalents could have an adverse effect on the Company’s ability to pay its operational expenses or make other payments, which could adversely affect the business. In order to mitigate this risk, the Company is currently participating in a liquidity management service that divides bank balances among multiple participating banks, offering FDIC insurance coverage beyond the standard limits. Major vendors are defined as those vendors having expenditures made by the Company which exceed 10% of the Company’s total cost of revenues. Concentrations of vendors were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ 2023 2022 Vendor A 35 % 41 % Vendor B 22 % — ​ Vendor C 21 % — ​ Vendor D — 13 % ​ Major customers are defined as those customers generating revenues for the Company which exceed 10% of the Company’s total recognized revenues. Concentrations of customers were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer A 12 % — ​ Major concentrations of customers with licensing receivables are defined as those customers with a licensing receivables balances for the Company which exceed 10% of the Company’s outstanding licensing receivables. Concentrations of customers with licensing receivables balance were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer B 100 % — ​ Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10,600,000 in Bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. The Company recorded an impairment of $4,000 and $5,065,413 on the digital assets during the years ended December 31, 2023, and 2022, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities to the Company of three months or less to be cash equivalents. As of December 31, 2023, and 2022, these cash equivalents consisted of certificate of deposits and/or treasury securities. Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of December 31, 2023, the allowance for doubtful accounts receivable was $273,333, which included a reserve of $29,536 related to receivables from theatrical distribution. As of December 31, 2022, the Company’s allowance for doubtful accounts receivable was $0. Physical Inventory Physical inventory consists of Apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content Angel Studios is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of December 31, 2023, and 2022. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows: ​ Office and computer equipment 3 years Production equipment ​ 1 year Leasehold improvements ​ 1 year Furniture and fixtures ​ 3 years Warehouse equipment ​ 3–5 years Computer software ​ 2 years ​ Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in the consolidated statements of operations. Content The Company produces content for Dry Bar Comedy shows that are recorded and streamed through various channels. The Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead. The Company amortizes the content assets in cost of revenues on the consolidated statements of operations over the period of use, which we estimate to be 10 years, beginning with the month of first availability. The amortization is calculated using the straight-line method. Intangible Assets Intangible assets consist of domain names the company has acquired and are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic useful lives of the domain names of approximately 30 years. Impairment of Long-Lived Assets Except for the digital assets write-down mentioned previously, no other significant write-downs occurred during the years ended December 31, 2023, and 2022. Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and adjusted will be reduced by any distributions received. Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Note receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of December 31, 2023, and 2022. Other Long-term Assets Other long-term assets mainly consist of security deposits that will be held for longer than one year and are recorded at fair value when paid and deferred tax assets. Any impairment in the other long-term assets will be recognized on the consolidated statement of operations. Accrued Liabilities Accrued expenses represent liabilities for goods or services received by the company as of the reporting date but for which invoices have not been received or processed. These expenses are recognized when all of the following conditions are met: there is a present obligation resulting from a past event (i.e., goods or services have been received), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably measured. Accrued expenses are recognized and measured based on the best estimate of the amount owed at the reporting date. Estimates are based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Deferred Financing Costs and Note Discount Angel Studios utilizes the services of VAS Portal, LLC d/b/a Angel Funding (“VAS Portal”), a Securities and Exchange Commission (“SEC”) registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority (“FINRA”), to facilitate crowdfunding of its projects. VAS Portal is operated independently of Angel Studios. For Funds raised through the VAS Portal, VAS Portal typically receives a fee of six percent (6%) of total funds raised for their services. The Company utilized the services of VAS Portal to raise P&A funds during 2023. Funds raised by the Company through the VAS Portal are accounted for as a note discount and are amortized to interest expense over the term of the underlying instrument using the effective interest method. For additional information, see Note 7. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of Topic 606, the Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the years ended December 31, 2023 and 2022 was $18,020,076 and $23,609,414 , respectively. Digital media revenue for the years ended December 31, 2023 and 2022 was $4,500,536 and $693,381 , respectively. Pay-it-forward Revenue Pay-it-forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay-it-forward revenues are reported as pay-it-forward revenue in the Consolidated Statements of Operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay-it-forward revenue (excluding theatrical pay-it-forward receipts) for the years ended December 31, 2023 and 2022 was $31,856,327 and $33,980,046, respectively. The Company also collects pay-it-forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical pay-it-forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s financial statements as deferred revenue. Deferred revenue will be recognized as pay-it-forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the years ended December 31, 2023, and 2022, the Company recognized $3,430,855 and $0, respectively, of pay-it-forward revenue specific to theatrical releases. As of December 31, 2023, and 2022, the Company had $850,225 and $0, respectively, of deferred revenue related to pay-it-forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months. Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the subscription period. Angel Guild revenue for the years ended December 31, 2023 and 2022 was $2,940,290 and $0, respectively. Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. The actual amounts due to us under these arrangements are typically not reported to us until several months after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the December 31, 2023 and 2022 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years. The typical period ranges around 3 years. As of December 31, 2023, and 2022, the Company had $71,658 and $364,896, respectively, of deferred revenue related to content licensing. This is expected to be recognized as revenue during the next 12 months. Content licensing revenue for the years ended December 31, 2023 and 2022 was $34,187,217 and $11,230,655, respectively. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative services performed for a related party, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the years ended December 31, 2023 and 2022 was $663,187 and $1,282,392, respectively. The following table presents the Company’s revenue recognized over time or at a point in time (as previously described) for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Point in time revenue ​ $ 198,201,716 ​ $ 73,927,248 Over time revenue ​ 4,235,600 ​ 1,589,314 Total revenue ​ $ 202,437,316 ​ $ 75,516,562 ​ Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the income statement in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided. Selling and Marketing Expenses Selling and marketing expenses represent costs incurred by the Company in promoting and selling its products or services. These expenses are recognized in the statement of operations in the period in which they are incurred. Components of selling and marketing expenses include advertising and promotional activities, salaries and benefits for sales and marketing personnel, travel and entertainment expenses related to sales and marketing activities, and costs of marketing materials. It also includes costs incurred by the Company to purchase movie tickets for giving away, which costs are offset by the pay-it-forward receipts the Company receives from customers who pay-it-forward for others to see the show. The total amount of pay-it-forward receipts that were offset against selling and marketing costs during the years ended December 31, 2023, and 2022, was $23,760,789 and $0, respectively. General and Administrative Expenses General and administrative expenses represent costs incurred by the Company that are not directly attributable to the production of goods or services. These expenses include, but are not limited to, salaries and benefits of administrative staff, office rent, utilities, office supplies, insurance, legal fees, and other overhead costs necessary to support the operations of the business. General and administrative expenses are recognized in the statement of operations in the period in which they are incurred. Expenses are measured at the fair value of the consideration given in exchange for goods or services received. Research and Development Expenses Research and development expenses consist primarily of payroll, software, and other related expenses for research and development personnel responsible for making improvements to the Company’s service offerings, including testing, and maintaining and modifying the user interface and infrastructure. These expenses are recognized in the statement of operations in the period in which they are incurred. Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the statements of operations over the period of service. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. Prepaid Expenses The Company incurs costs for goods or services that will be consumed in future accounting periods. These expenses are paid in advance before the corresponding benefits are received, and they are initially recorded as assets on the balance sheet. As the benefits are consumed or utilized, the prepaid assets are recognized as expenses on the income statement. Operating Leases The Company leases several office spaces which are accounted for as operating leases. Lease payments are due monthly and are based on the fixed terms of the leases. The lease terms expire at various dates through 2029 and provide for renewal options ranging from one year to five years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company determines if an arrangement is a lease at its inception. A rate implicit in the lease when readily determinable is used in arriving at the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at lease commencement date for all of its leases. Lease expense for operating leases is recognized on a straight-line basis.

Notes Payable

Notes Payable	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Short-Term Debt [Line Items]
Notes Payable	2. Notes Payable In November 2022, the Company entered into a print and advertising (“P&A”) loan agreement where the Company could draw up to $5.0 million related to print and advertising expenses incurred during the theatrical release of specific content. The maturity date of the note was March 31, 2023, and was payable along with a 10% coupon on the aggregate amount drawn. The loan principal and all outstanding interest were paid in full in March 2023. In June 2023, the Company closed on a round of crowdfunding for P&A expenses, in anticipation of the release of the Sound of Freedom film, in exchange for revenue participation rights of the film. The revenue participation rights allow each investor the right to receive an amount not to exceed 120% (initial investment plus a 20% return) of their crowdfunded amount. The investors have first priority on the cash receipts to the Company of the film and shall be paid in full before any other claims from the film are paid. The money raised was approximately $5.0 million. The payback date was based on the timing of cash collections from the theatrical run of the film and was payable, directly to the investors. The $5.0 million was recorded as notes payable and the 20% return was accrued over the term of the note and recorded as interest expense on the condensed consolidated statements of operations. Issuance costs for this raise were approximately $0.3 million, which was recorded as a note discount. As of December 31, 2023, the notes and interest had been repaid, and the note discount had been fully amortized. During 2023, the Company entered into several additional rounds of P&A expense raises with institutional investors, in anticipation of the release of several different films, in exchange for revenue participation rights of the films. The revenue participation rights allow each institutional investor the right to receive an amount not to exceed 110% (initial investment plus a 10% return) of their invested amount. The institutional investors have first priority on the cash receipts to the Company of the particular film they invested in and shall be paid in full before any other claims from the film are paid. The money raised was approximately $21.0 million which was recorded as notes payable and the 10% return was accrued over the term of the notes and recorded as interest expense on the condensed consolidated statements of operations. The payback dates were based on the timing of cash collections from the various theatrical runs of the films. There were no issuance costs related to these raises. As of December 31, 2023, $17.0 million of the notes and $1.7 million in related interest had been repaid. All remaining principal and interest was paid back in the first quarter of 2024. In February 2024, the Company entered into a revolving P&A loan agreement with a related-party. See Note 5 to the condensed consolidated financial statements included herein for further discussion. In May 2024, the Company entered into P&A loans totaling $3.0 million. The maturity date is dependent on the timing of cash collections from theatrical sales, licensing revenue, merchandise sales and other revenue. The principal balance is payable along with a 10% coupon on the total loans, and is expected to mature within the next year. On May 7, 2024, the Company entered into a short-term loan agreement for $0.5 million with a 10% interest rate and maturity date of 100 days. As of September 30, 2024, the note principal and interest had been repaid.	7. Notes Payable In November 2022, the Company entered into a print and advertising (“P&A”) loan agreement where the Company could draw up to $5,000,000 related to print and advertising expenses incurred during the theatrical release of specific content. The maturity date of the note was March 31, 2023, and was payable along with a 10% coupon on the aggregate amount drawn. As of December 31, 2022, the Company had drawn $2,000,000, which is recorded in notes payable on the consolidated balance sheet and recognized $200,000 of interest expense on the consolidated statements of operations. The loan principal and all outstanding interest were paid in full in March 2023. In June 2023, the Company closed on a round of crowdfunding for P&A expenses, in anticipation of the release of the Sound of Freedom film, in exchange for revenue participation rights of the film. The revenue participation rights allow each investor the right to receive an amount not to exceed 120% (initial investment plus a 20% return) of their crowdfunded amount. The investors have first priority on the cash receipts to the Company of the film and shall be paid in full before any other claims from the film are paid. The money raised was approximately $5 million. The payback date is based on the timing of cash collections from the theatrical run of the film and was payable, directly to the investors. The $5 million was recorded as notes payable and the 20% return was accrued over the term of the note and recorded as interest expense on the consolidated statements of operations. Issuance costs for this raise were approximately $300,000, which was recorded as a note discount. As of December 31, 2023, the notes and interest had been repaid, and the note discount had been fully amortized. For additional information on the related party nature of this note, see Note 12. During 2023, the Company entered into several additional rounds of P&A expense raises with institutional investors, in anticipation of the release of several different films, in exchange for revenue participation rights of the films. The money raised was approximately $20,985,000. The payback dates were based on the timing of cash collections from the various theatrical runs of the films and were payable along with a 10% coupon on the aggregate amount raised. There were no issuance costs related to these raises. As of December 31, 2023, $17,000,000 of the notes and $1,700,000 in related interest had been repaid, with the remaining amount repaid in February 2024.

Commitments and Contingencies_4

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments And Contingencies [Line Items]
Commitments and Contingencies	Note 8. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount. On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021. The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate, 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. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit. Non-Redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed consolidated statements of operations. The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $1,209,879 . In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024.	Note 8. Registration rights The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 Non-redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties. As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations. The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $934,906.
Angel Studios, Inc. CIK: 0001671941
Commitments And Contingencies [Line Items]
Commitments and Contingencies	3. Commitments and Contingencies Legal Proceedings The Company currently is, and from time to time might again become, involved in litigation arising in the normal course of business. Litigation is necessary to defend the Company. The results of any current or future complex litigation matters cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, distraction of management and resources, and other factors. Additionally, these matters may change in the future as the litigation and factual discovery unfolds. Legal fees are expensed as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are received. The Company assesses whether there is a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred (“Material Loss”). If there is a reasonable possibility that a Material Loss may be incurred, the Company discloses an estimate or range of the amount of loss, either individually or in the aggregate, or discloses that an estimate of loss cannot be made. If a Material Loss occurs due to an unfavorable outcome in any legal matter, this may have an adverse effect on the condensed consolidated financial position, results of operations, and liquidity of the Company. The Company records a provision for each liability when determined to be probable, and the amount of the loss may be reasonably estimated. These provisions are reviewed annually and adjusted as additional information becomes available. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s condensed consolidated financial position, results from operations or liquidity. The actual amounts from the resolution of these matters could vary from management’s estimate. Mergers and Acquisitions In July 2022, the Company purchased an 8% interest in an entity that is partially owned by one or more of the Company’s directors, officers, and stockholders. This entity produces content for the Company’s platforms. The total purchase price was $1.7 million. In August 2023, the Company entered into negotiations to acquire this entity in full. While negotiations are ongoing, the Company agreed to fund the operations of the entity. The Company funded a total of $0.9 million in 2023. During the nine months ended September 30, 2024, the Company funded an additional $3.0 million related to supporting operations of the entity which was expensed by the Company. In August 2024, the Company agreed to a non-binding term sheet to acquire the rights related to a project currently under a content licensing agreement. The total purchase price was $30.0 million. The Company agreed to fund the operations of the entity until and following the completion of the acquisition. During the nine months ended September 30, 2024, the Company funded $1.2 million related to supporting operations of the entity which was expensed by the Company.	8. Commitments and Contingencies Litigation The Company is involved in legal proceedings from time to time arising in the normal course of business. The Company has received, and may in the future continue to receive, claims from third parties. Litigation is necessary to defend the Company. The results of any current or future complex litigation matters cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, distraction of management and resources, and other factors. Additionally, these matters may change in the future as the litigation and factual discovery unfolds. Legal fees are expensed as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are received. The Company assesses whether there is a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred (a Material Loss). If there is a reasonable possibility that a Material Loss may be incurred, the Company discloses an estimate or range of the amount of loss, either individually or in the aggregate, or discloses that an estimate of loss cannot be made. If a Material Loss occurs due to an unfavorable outcome in any legal matter, this may have an adverse effect on the consolidated financial position, results of operations, and liquidity of the Company. The Company records a provision for each liability when determined to be probable, and the amount of the loss may be reasonably estimated. These provisions are reviewed annually and adjusted as additional information becomes available. The Company is involved in various litigation matters and believes that any reasonably possible adverse outcome of these matters could potentially be material, either individually or in the aggregate, to the Company’s financial position, results of operations and liquidity. As of the date of this filing, management has determined an adverse outcome on one or more of the claims is unlikely and has not accrued any estimated losses related to these matters. Royalty Arrangements The Company enters into various licensing arrangements with filmmakers. The royalties on these arrangements are based on net profit of the film or show. Net profit is generally determined to be all revenues recognized by the Company that are derived from the exploitation of the film of show, less 1) all verified out-of-pocket distribution costs and expenses specific to the film or show and 2) all verifiable marketing related costs incurred for or in connection with the marketing of the film or show. Marketing expenses are typically capped at 25% of revenue, unless agreed upon in advance between the Company and the filmmaker. The royalties on net profits are generally split between the filmmaker and the Company, with two-thirds Operating Leases The Company has several non-cancelable office and warehouse leases that mature between February 28, 2024, and September 30, 2027, with monthly payments that escalate between 3%-5% each year. The following represents maturities of operating lease liabilities as of December 31, 2023: ​ ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 418,870 2025 ​ 364,701 2026 ​ 377,100 2027 ​ 281,442 Total Lease Payments ​ 1,442,113 Less: Interest ​ (116,329) Present value of lease liabilities ​ $ 1,325,784 ​ The weighted average remaining lease terms and interest rates were as follows as of December 31, 2023: ​ ​ ​ ​ ​ Lease Term and Discount Rate 2023 Weighted Average Remaining Lease Term (years) ​ Operating leases 3.56 ​ Weighted Average Discount Rate ​ Operating leases 4.60 % ​ Lease expense for operating leases was $744,246 and $538,005 for the years ended December 31, 2023, and 2022, respectively and included in general and administrative expenses on the consolidated statements of operations. Cash payments included in the measurement of operating lease liabilities for the years ended December 31, 2023, and 2022, were $734,890 and $466,534, respectively.

Common Stock

Common Stock	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common Stock	Note 6. Stockholders’ Equity Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the First Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Second Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at September 30, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value, common stock. Holders of the Company’s common stock are entitled to one vote for each share. On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding. Accordingly, as of September 30, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding , of which 50,004 shares are held by the Sponsor and 1,499,996 were transferred to third party investors pursuant to the Non-Redemption Agreements. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.	Note 6. Preferred stock — Class A common stock — outstanding issued issued outstanding Class B common stock — issued issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.
Angel Studios, Inc. CIK: 0001671941
Class of Stock [Line Items]
Common Stock	4. Common Stock The Company has authorized capital stock consisting of 85,000,000 shares of common stock, par value $0.001 per share, of which 27,500,000 shares have been designated as Class A Common Stock, 4,000,000 have been designated as Class B Common Stock, 38,000,000 have been designated as Class C Common Stock, and 15,500,000 have been designated as Class F Common Stock (collectively, the “Common Stock”). Loss per Share The following table represents the Company’s loss per share for the three and nine months ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ Net income (loss) attributable to controlling interests ​ $ (13,855,176) ​ $ 25,651,806 ​ $ (51,182,073) ​ $ 11,167,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average basic shares outstanding ​ 25,944,793 ​ 24,828,827 ​ 25,409,358 ​ 24,725,309 Effect of dilutive shares ​ — ​ 1,007,254 ​ — ​ 987,016 Weighted average diluted shares ​ 25,944,793 ​ 25,836,081 ​ 25,409,358 ​ 25,712,325 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic gain (loss) per share ​ $ (0.534) ​ $ 1.033 ​ $ (2.014) ​ $ 0.452 Diluted gain (loss) per share ​ $ (0.534) ​ $ 0.993 ​ $ (2.014) ​ $ 0.434 ​ Basic loss per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive. All potential common shares were anti-dilutive as a result of the Company’s net losses during the three and nine months ended September 30, 2024. If the Company had income during the three and nine months ended September 30, 2024, the number of dilutive shares should be 639,909 and 805,530 , respectively.	10. Common Stock The Company has authorized capital stock consisting of 85,000,000 shares of common stock, par value $0.001 per share of which 27,500,000 shares have been designated as Class A Common Stock, 4,000,000 have been designated as Class B Common Stock, 38,000,000 have been designated as Class C Common Stock, and 15,500,000 have been designated as Class F Common Stock (collectively, the “Common Stock”). Voting Rights Each outstanding share of Class A Common Stock and Class F Common Stock shall be entitled to five (5) votes on each matter to be voted on by the stockholders of the Company. Each outstanding share of Class B Common Stock shall be entitled to fifty-five (55) votes on each matter to be voted on by the stockholders of the Company. Each outstanding share of Class C Common Stock shall be entitled to 1 (one) vote on each matter to be voted on by the stockholders of the Company. The holders of each class of Common Stock vote together as a single class. However, the majority of the voting power of the outstanding shares of two of the following classes of stock: the Class F Common Stock, the Class A Common Stock, and the Class B Common Stock, each voting separately as a class, can vote to amend or repeal, or adopt any provision in the Company’s certificate of incorporation. Election of Directors So long as shares of Class A common stock, Class B common stock, and Class F common stock, each independent of one another, remain outstanding, holders of the class of common stock will have the ability to elect an equal number of directors. Currently, the Board consists of one (1) member elected by the Class A stockholders, one (1) member elected by the Class B stockholders, and one (1) member elected by the Class F stockholders. The other two (2) members of the board are elected by all stockholders of the company. Class C stockholders will gain the ability to elect a director once the total number of outstanding shares of Class C common stock exceeds five percent (5%). As of December 31, 2023, shares of Class C common stock only represented three percent (3%) of the outstanding shares of the Company. Liquidation Rights The holders of Common Stock outstanding shall be entitled to receive all of the assets and funds of the Company remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them. Dividends Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board, out of funds legally available, therefore. Identical Rights Holders of Common Stock shall have the same rights and privileges and rank equally with, and have identical rights and privileges as, holders of all other shares of the Common Stock, except with regard to voting rights as provided above. Voluntary and Automatic Conversion into Class C Common Stock Each one share of Class F Common Stock Class B Common Stock Class F Common Stock Class B Common Stock Conversion of Class A Common Stock into Class F Common Stock During 2022, current and prior employees and contractors with shares of Class A common stock elected to convert their Class A common stock into Class F common stock. Class F common stock is exclusively reserved for current and prior employees and contractors of the company. The transfer was made in accordance with the terms of the company’s Prior Plan, as amended, and articles of incorporation. The conversion of Class A common stock to Class F common stock has no impact on the overall number of outstanding shares of the company’s common stock. The conversion, and resulting ownership of Class F common stock rather than Class A common stock, affects the voting rights of the respective shareholders only in that, on matters where holders of common stock vote separately as a class, each respective shareholder will be entitled to vote as a holder of Class F common stock rather than as a holder of Class A common stock. Income per Share The following table represents the Company’s income per share for the years ending December 31: ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Numerator: ​ ​ Net Income (loss) attributable to controlling interests ​ $ 9,163,794 ​ $ (13,710,708) Denominator: ​ ​ Weighted average basic shares outstanding ​ 24,775,858 ​ 24,264,683 Effect of dilutive shares ​ 1,153,388 ​ 1,438,552 Weighted average diluted shares ​ 25,929,246 ​ 25,703,235 Basic earnings per share ​ $ 0.370 ​ $ (0.565) Diluted earning per share ​ $ 0.353 ​ $ (0.533) ​ The Company reports earnings per share in accordance with Accounting Standards Codification (ASC) 260-10. Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive.

Related-Party Transactions

Related-Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Related-Party Transactions	Note 5. Related Party Transactions Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one -for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company had 1,550,000 shares of Class B common stock issued and outstanding. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Due to Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of September 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $236,233 , respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement. For the three and nine months ended September 30, 2024, the Company has paid $0 under the agreement. For the three and nine months ended September 30, 2023, the Company has paid $ 10,500 under the agreement. The Company has accrued $366,500 and $231,500 related to the unpaid amounts under the administrative support agreement as of September 30, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution As of September 30, 2024, the Sponsor made capital contributions of $1,353,228 to the Company to fund outstanding payments to the Company’s vendors. The Sponsor made $220,000 and $553,228 of contributions for the three and nine months ended September 30, 2024, respectively. The Sponsor made $0 of contributions for the three and nine months ended September 30, 2023. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.	Note 5. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of December 31, 2023 and 2022, the Company owed $236,233 and $244,550, respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services. For the year ended December 31, 2023 and 2022, the Company has paid $10,500 and $118,000 under the agreement, respectively. The Company has accrued $231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party account on the balance sheets for the year ended December 31, 2023. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $800,000 and zero, respectively, to the Company to fund outstanding payments to vendors. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.
Angel Studios, Inc. CIK: 0001671941
Related Party Transaction [Line Items]
Related-Party Transactions	5. Related-Party Transactions The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers, and stockholders. During the the three months ended September 30, 2024 and 2023, the Company incurred expenses of $0.1 million and $0.3 million, respectively, to the related party for marketing services. During the nine months ended September 30, 2024 and 2023, the Company incurred expenses of $0.4 million and $0.6 million, respectively, to the related party for marketing services. In July 2021, the Company purchased a 50% interest in the entity that owns the building in which the Company leases its office space from. Lease payments made during the period of related party ownership were $0.1 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.4 milion and $0.3 million for the nine months ended September 30, 2024 and 2023, respectively. In August 2023, the Company entered into negotiations to purchase an entity that is partially owned by one or more of the Company’s directors, officers, and stockholders. See Note 3 to the condensed consolidated financial statements included herein for further discussion. In February 2024, the Company entered into a revolving P&A loan agreement with Angel P&A, LLC, a Delaware limited liability company (“Angel P&A”) that is 100% owned by one or more of the Company’s directors, officers, and stockholders. Angel P&A was set up for the specific purpose of raising up to $15.0 million in P&A funds for the Company to use for upcoming theatrical releases, in exchange for revenue participation rights of the films. The revenue participation rights allow Angel P&A the right to receive an amount not to exceed 110% (initial investment plus a 10% return) of their invested amount. Angel P&A has priority on the cash receipts to the Company of the particular film they invested in and shall be paid in full before any other claims, with the exception of crowdfunding P&A raised (if any) which would take first priority, from the film are paid. An initial draw of $10.0 million took place in March 2024 and was paid back in June 2024 along with the 10% return. A draw of $2.0 million was made in July 2024 and paid back in September 2024 along with the 10% return. Once Angel P&A receives the repayment on these notes, the interest portion will be distributed to the institutional investors and the original investment can either remain at Angel P&A for additional P&A loans needed by the Company or be returned to the institutional investors until the Company has further need of the funds. The commitment period between Angel P&A and the Company, and between Angel P&A and the investors, lasts through February 2027. Angel P&A has no employees and is not anticipated to incur any operating expenses. As of September 30, 2024, and December 31, 2023, $0 and $0 , respectively, of notes payable and related interest was due to Angel P&A.	12. Related-Party Transactions The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers, and stockholders. During the years ended December 31, 2023, and 2022, the Company incurred expenses of $990,310 and $1,659,328, respectively, to the related party for marketing services. As of December 31, 2022, the Company had a note receivable to an entity owned by one or more of the Company’s directors, officers and stockholders of approximately $60,000. The note was paid back in full in March 2023. During the years ended December 31, 2023, and 2022, the Company also recognized revenue of $0 and $45,000, respectively, from this entity for general and administrative services during the year. On January 2, 2019, the Company sold its wholly owned subsidiary VAS Portal, to a related party for $1. On September 28, 2020, the Company exercised its option to repurchase VAS Portal from the related party for $1, however, that transaction was not approved by the Financial Industry Regulation Authority, or FINRA. This entity is not consolidated with the Company as of December 31, 2023, and 2022. The Company utilizes the services of VAS Portal to facilitate crowdfunding of its projects. In June 2023, the Company utilized VAS Portal to facilitate the crowdfunding of a P&A note for one of the Company’s theatrical releases, Sound of Freedom. VAS Portal helped successfully raise $5 million and received a fee of six percent (6%), or $300,000, for its services. For additional information on the Company’s accounting treatment of this note, see Note 7. In July 2021, the Company purchased a 50% interest in the entity that owns the building it leases its office space from. Lease payments made during the period of related party ownership was $414,865 and $395,696 for years ended December 31, 2023, and 2022, respectively. In July 2022, the Company purchased an 8% interest in an entity, (“Tuttle Twins, LLC”), that is partially owned by one or more of the Company’s directors, officers, and stockholders for $1,703,141. This entity produces content for the Company’s platforms. The total purchase price was $1,747,980. During the years ended December 31, 2023, and 2022, the Company recognized expenses of $0 and $52,000, respectively, from this entity for marketing services and cost of goods sold. In 2023, the Company entered into negotiations to acquire this entity in full. While negotiations are ongoing, the Company agreed to enter into a series of promissory note agreements to fund the operations of the entity. The Company loaned a total of $900,000 at an annual rate of 7% interest, with all notes coming to maturity on March 31, 2024, and subsequent amended to May 31, 2024. Management does not currently expect to collect on the principal or interest related to the promissory notes, and, based on the terms of the preliminary acquisition agreement, determined to write-off the full balance of the notes as an operating expense in December 2023. ​

Subsequent Events_2_3

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Subsequent Events	Note 11. Subsequent Events On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company as funds available to it outside of the Trust Account. On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”). On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the Third Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. On October 21, 2024, the Company cancelled the Third Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 , in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”). Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Special Meeting were not processed. On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to: 1) reschedule the Third Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal. On November 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios. On November 13, 2024, the Company held the Third Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.	Note 11. In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024. In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties. On January 19, 2024, the Company paid $1,450,000 for 2023 estimated federal income taxes and $362,282 for outstanding 2022 federal income taxes. On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024. At the special meeting, the Company’s stockholders approved the extension proposal. In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. As a result of the redemptions, 1,163,113 shares of Class A common stock were issued outstanding ​ On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024. Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively. The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur. As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination. If the Company does not complete an initial Business Combination by such date, it will, 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 the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).
Angel Studios, Inc. CIK: 0001671941
Subsequent Event [Line Items]
Subsequent Events	6. Subsequent Events Subsequent events have been evaluated through November 14, 2024, which is the date the condensed consolidated financial statements were available to be issued. On September 30, 2024, the Company entered into a stock purchase agreement with Off the Chain, LP (“Off the Chain”), a leading bitcoin asset management firm, pursuant to which Off the Chain purchased an aggregate of 330,687 shares of Class C Common Stock, at a price of $30.24 per share, for an aggregate purchase price of $10.0 million, payable in bitcoin. The sale closed on October 10, 2024. The issuance of the Class C Common Stock was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Off the Chain is an “accredited investor” as defined in Regulation D, and the sale of the Class C Common Stock was made without general solicitation or advertising. No commissions were paid in connection with the sale of such securities. On October 1, 2024, the Company entered into a guaranty agreement on behalf of a filmmaker to guarantee the performance and payment of a secured note obligation up to $6.0 million. The note carries a coupon of 10% of the aggregate amount funded to the filmmaker. The note matures, along with coupon, on January 31, 2025 (the “Maturity Date”). As of the date of this Quarterly Report on Form 10-Q, the full $6.0 million of the facility had been drawn. If the filmmaker does not raise enough capital to repay the note, the Company would be required to repay the note and coupon on the Maturity Date. ​	13. Subsequent Events Subsequent events have been evaluated through May 13, 2024, which is the date the consolidated financial statements were available to be issued. The Company and Tuttle Twins, LLC (see Note 12) entered into five additional promissory note agreements with identical terms totaling $1,500,000. All principal balances were recorded as operating expenses. A $10 million funding line was secured for theatrical P&A spend in February 2024. The entire amount was drawn by the end of March 2024 to fund P&A expenses for one of the Company’s theatrical release. The maturity date of the notes are 80 days from the date of issuance (due in June 2024) and will payable along with a 10% coupon on the aggregate amount drawn. The Company renewed the lease for its corporate headquarters in January 2024, with the new lease term beginning on March 1, 2024 and ending after 60 months. The following schedule represents maturities of the operating lease liability for the renewed lease as of March 1, 2024: ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 347,280 2025 ​ 434,096 2026 ​ 455,798 2027 ​ 478,584 2028 ​ 502,512 2029 ​ 84,422 Total Lease Payments ​ 2,302,692 Less: Interest ​ (250,459) Present value of lease liabilities ​ $ 2,052,233 ​ In April 2023, the Company closed a common stock purchase agreement, under Regulation D, with a third party to acquire 141,004 shares of its Class C common stock for an aggregate amount of approximately $2 million ($14.18 per Class C share). In February 2024, the Company entered into a 10-year Director Employment Agreement (the “Director’s Agreement”) with Alejandro Monteverde (“Mr. Monteverde”). As part of the Director’s Agreement, Mr. Monteverde agrees to direct a minimum of five (5) potential feature-length theatrical motion pictures to be distributed by Angel Studios. To qualify as one of the five (5) required theatrical motion pictures, the motion picture directed and delivered by Mr. Monteverde must receive a “theatrical worthy” rating from the Angel Guild. Should the motion picture delivered not meet the threshold required to be considered “theatrical worthy”, the motion picture will not count towards the five (5) motion pictures required under the Director’s Agreement. The Director’s Agreement stipulates that Mr. Monteverde will become an employee of Angel Studios, with key responsibilities being 1) to attend, in person or via videoconference certain meetings wherein Mr. Monteverde will be asked for feedback and advice on other motion pictures that Angel Studios is distributing, 2) to review, consult, and recommend edits to scripts for other Angel Studios projects, 3) to review, consult, and recommend edits for Angel Studios projects in the post-production phase, 4) to mentor existing writers, directors, and producers working with Angel Studios on other projects, and 5) all other duties as outlined in the Director’s Agreement. For services performed, and for as long as Mr. Monteverde remains an employee of Angel Studios, Angel Studios will pay the following compensation as outlined in the Director’s Agreement: 1. Angel Studios will pay to Monteverde Films, Inc., an up front fee of $950,000 (the “Finder’s Fee”). The Finders Fee will be earned out over the first 52 weeks of the agreement, and should Mr. Monteverde no longer be employed by Angel Studios during the initial fifty-two (52) week period, the Finder’s fee shall be recoupable by Angel Studios in an amount equal to the weeks of unused service. 2. Mr. Monteverde will earn a salary during the first year of the Agreement of $50,000 , to be paid in accordance with Angel Studios standard payroll practices. 3. Mr. Monteverde’s salary will increase in year two (2) and year three (3) of the agreement to $600,000 per year. 4. Angel Studios has agreed to purchase a house for Mr. Monteverde with a retail value of between $4 - $5 million at a location of Mr. Monteverde’s choosing. Mr. Monteverde will earn ten percent ( 10% ) of the value of the house for each year of service under the Director’s Agreement, which ownership will be transferred to Mr. Monteverde on an annual basis. 5. Mr. Monteverde’s salary for years four (4) through ten (10) will be adjusted depending on the price of the house purchased, with the total compensation paid being equivalent on a net present value basis to $12 million, with $6 million being paid up front, and $6 million paid out monthly over the ten (10) year employment period. 6. Mr. Monteverde will be granted an option to purchase up to 116,000 shares of the Company’s Class F common stock at the fair market value of the shares at the time the option is approve and granted by the Board. These options will vest in 10 equal annual installments over the term of the Director’s Agreement for as long as Mr. Monteverde remains employed by the Company. 7. Mr. Monteverde will be granted an option to purchase up to 40,000 shares of the Company’s Class F common stock, at the fair market value of the shares at the time the option is approved and granted by the Board. Should Mr. Monteverde direct and deliver more than five (5) motion pictures for Angel Studios to distribute over the term of the Director’s Agreement, one-fifth (1/5th) or 8,000 options will vest for each motion picture delivered beyond the initial five (5) motion pictures, up to a maximum of ten (10) motion pictures.

Description of Organization a_6

Description of Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Description Of Organization And Summary Of Significant Accounting Policies [Line Items]
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022.
Basic and Diluted Earnings (Loss) Per Share	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.
Angel Studios, Inc. CIK: 0001671941
Description Of Organization And Summary Of Significant Accounting Policies [Line Items]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2023 included in the Company’s registration statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024, and amended on April 19, 2024, and May 13, 2024 (as amended, the “Form 10”). As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements.	Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. As of December 31, 2022, $3,094,538 of accrued licensing royalties has been broken out separately from accrued expenses on the consolidated balance sheets. This change had no impact on the total current liabilities of the Company as of December 31, 2022. This change had no impact on the total operating cash flow of the Company as of December 31, 2022. As of December 31, 2022, $33,980,046 of pay-it-forward revenue has been broken out separately from total revenue on the consolidated statements of operations. This change had no impact on total revenue of the Company as of December 31, 2022. As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (US GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.
Digital Assets	Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10.6 million in bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. During the three and nine months ended September 30, 2024, an impairment was recognized of $1.5 thousand and $3.2 thousand, respectively. The Company sold bitcoin holdings with a total book value of $0.4 million for a net gain of $0.9 million during the three months ended September 30, 2024. The Company sold bitcoin holdings with a total book value of $0.5 million for a net gain of $1.6 million during the nine months ended September 30, 2024.	Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10,600,000 in Bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. The Company recorded an impairment of $4,000 and $5,065,413 on the digital assets during the years ended December 31, 2023, and 2022, respectively.
Liquidity	Liquidity The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2024, the Company incurred a net loss of approximately $51.3 million and used cash in operating activities of approximately $40.1 million. The Company had an accumulated deficit of approximately $61.3 million as of September 30, 2024. A significant portion of the net loss for the nine months ended September 30, 2024, was due to a one-time contractual commitment for marketing spend on a theatrical release, legal expenses related to unfavorable outcome of arbitration and increased marketing expenses to grow Angel Guild memberships. Management does not anticipate the same level of marketing spend as a percentage of revenue for future theatrical releases. The Content License Agreement with The Chosen, Inc. (f/k/a The Chosen, LLC) (“The Chosen”) dated October 18, 2022 (the “Chosen Agreement”), which has generated significant past revenues, was canceled during the quarter ended June 30, 2024. Management anticipates that the Company will continue to incur operating losses and use cash in operating activities for the rest of 2024 and into 2025. Management is working to increase revenues through the growth of Angel Guild memberships, the Company’s pipeline of theatrical releases in the second half of 2024 and in 2025, and additional streaming agreements. The Company holds bitcoin assets valued at over $20.0 million as of the date of this Quarterly Report on Form 10-Q. The Company finances marketing activities for theatrical releases through print and advertising loan agreements with individual and institutional investors. Additionally, the Company has raised capital through the sale of common stock, generating approximately $7.5 million during the year ended December 31, 2023, and approximately $26.7 million during nine months ended September 30, 2024. Management believes it will be able to fund operating capital shortfalls for the next year through the issuance of debt and common stock. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses. If these efforts are not successful, or if securing debt and selling common stock on acceptable terms proves challenging, the Company would need to significantly reduce operations, which could materially affect its financial condition and/or its ability to continue as a going concern.
Accounts Receivable	Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of September 30, 2024, the allowance for doubtful accounts receivable was $0.3 million. As of December 31, 2023, the Company’s allowance for doubtful accounts receivable was $0.3 million.	Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of December 31, 2023, the allowance for doubtful accounts receivable was $273,333, which included a reserve of $29,536 related to receivables from theatrical distribution. As of December 31, 2022, the Company’s allowance for doubtful accounts receivable was $0.
Physical Inventory	Physical Inventory Physical inventory consists of apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content the Company is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of September 30, 2024, and December 31, 2023.	Physical Inventory Physical inventory consists of Apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content Angel Studios is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of December 31, 2023, and 2022.
Prepaid Expenses and Other	Prepaid Expenses and Other Prepaid expenses primarily represent payments made in advance for services and goods to be received in future periods. These include but are not limited to prepayments for insurance, software, rent, fees, and future advertising. Other assets may include royalty advances, deposits, and interest receivable. The Company also capitalizes expenses related to its future merger with a special purpose acquisition company.
Investment Capital Receivable	Investment Capital Receivable The Company sold common stock during the three months ended September 30, 2024 through a Regulation A offering. Due to the timing of the investment closing, certain investment capital was not received by the Company until after the close of the period. As of September 30, 2024, $4.9 million was open to be collected and was fully collected before the date of this Quarterly Report on Form 10-Q.
Investments in Affiliates	Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and will be reduced by any distributions received.	Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and adjusted will be reduced by any distributions received.
Notes Receivable	Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Notes receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of September 30, 2024, and December 31, 2023.	Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Note receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of December 31, 2023, and 2022.
Accrued Licensing Royalties	Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates.	Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the three months ended September 30, 2024 and 2023, was $1.3 million and $3.5 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $3.9 million and $10.7 million, respectively. Digital media revenue for the three months ended September 30, 2024 and 2023, was $0.9 million and $0.4 million, respectively and for the nine months ended September 30, 2024 and 2023, was $2.0 million and $0.7 million, respectively. Pay it Forward Revenue Pay it Forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay it Forward revenues are reported as Pay it Forward revenue in the condensed consolidated statements of operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay it Forward revenue (excluding theatrical Pay it Forward receipts) for the three months ended September 30, 2024 and 2023, was $0.4 million and $4.4 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $5.2 million and $27.5 million, respectively. The Company also collects Pay it Forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical Pay it Forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s condensed consolidated financial statements as deferred revenue. Deferred revenue will be recognized as Pay it Forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the three months ended September 30, 2024 and 2023, the Company recognized Pay it Forward revenue specific to theatrical releases of $1.3 million and $3.4 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0.1 million and $0.9 million, respectively, of deferred revenue related to Pay it Forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months . Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the membership period. Angel Guild revenue for the three months ended September 30, 2024 and 2023, was $9.0 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $21.3 million and $0.3 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $8.9 million and $2.4 million, respectively, of deferred revenue related to Angel Guild revenue. This is expected to be recognized as revenue during the next 12 months . Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of the Company’s content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the September 30, 2024 and 2023 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years . The typical period ranges around 3 years . Content licensing revenue for the three months ended September 30, 2024 and 2023, was $1.9 million and $2.5 million, respectively and for the nine months ended September 30, 2024 and 2023, was $12.9 million and $5.6 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0 and $71.7 thousand, respectively, of deferred revenue related to content licensing. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the three months ended September 30, 2024 and 2023, was $0.3 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $1.1 million and $0.5 million, respectively.	Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of Topic 606, the Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the years ended December 31, 2023 and 2022 was $18,020,076 and $23,609,414 , respectively. Digital media revenue for the years ended December 31, 2023 and 2022 was $4,500,536 and $693,381 , respectively. Pay-it-forward Revenue Pay-it-forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay-it-forward revenues are reported as pay-it-forward revenue in the Consolidated Statements of Operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay-it-forward revenue (excluding theatrical pay-it-forward receipts) for the years ended December 31, 2023 and 2022 was $31,856,327 and $33,980,046, respectively. The Company also collects pay-it-forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical pay-it-forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s financial statements as deferred revenue. Deferred revenue will be recognized as pay-it-forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the years ended December 31, 2023, and 2022, the Company recognized $3,430,855 and $0, respectively, of pay-it-forward revenue specific to theatrical releases. As of December 31, 2023, and 2022, the Company had $850,225 and $0, respectively, of deferred revenue related to pay-it-forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months. Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the subscription period. Angel Guild revenue for the years ended December 31, 2023 and 2022 was $2,940,290 and $0, respectively. Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. The actual amounts due to us under these arrangements are typically not reported to us until several months after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the December 31, 2023 and 2022 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years. The typical period ranges around 3 years. As of December 31, 2023, and 2022, the Company had $71,658 and $364,896, respectively, of deferred revenue related to content licensing. This is expected to be recognized as revenue during the next 12 months. Content licensing revenue for the years ended December 31, 2023 and 2022 was $34,187,217 and $11,230,655, respectively. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative services performed for a related party, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the years ended December 31, 2023 and 2022 was $663,187 and $1,282,392, respectively. The following table presents the Company’s revenue recognized over time or at a point in time (as previously described) for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Point in time revenue ​ $ 198,201,716 ​ $ 73,927,248 Over time revenue ​ 4,235,600 ​ 1,589,314 Total revenue ​ $ 202,437,316 ​ $ 75,516,562
Cost of Revenues	Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the condensed consolidated statements of operations in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, film delivery costs, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided.	Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the income statement in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided.
Stock-Based Compensation	Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the condensed consolidated statements of operations over the period of service.	Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the statements of operations over the period of service.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. As of September 30, 2024, and December 31, 2023, the Company had $8.4 million and $4.0 million, respectively, of deferred tax assets.	Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions.
Basic and Diluted Earnings (Loss) Per Share	Basic and Diluted Earnings (Loss) Per Share Basic earnings (loss) per share attributable to the Company is computed by dividing income (loss) attributable to the Company by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share attributable to the Company gives effect to all dilutive potential shares that are outstanding during the period (if any) and excludes stock options that are anti-dilutive as a result of any net losses during the period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This standard provides accounting and disclosure guidance for crypto assets that meet the definition of an intangible asset and certain other criteria. In-scope assets are subsequently measured at fair value with changes recorded in the condensed consolidated statements of operations. The standard requires separate presentation of (1) in-scope crypto assets from other intangible assets and (2) changes in the fair value of those crypto assets. Disclosure of significant crypto asset holdings and an annual reconciliation of the beginning and ending balances of crypto assets are also required. This ASU becomes effective for annual periods beginning in 2025, including interim periods, with early adoption permitted. The Company will adopt this standard with its annual period beginning on January 1, 2025. The adoption of this standard will require an adjustment to the Company’s opening Retained Earnings balance as of January 1, 2025, to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment will account for the difference between the December 31, 2024 ending book value of digital assets and their respective fair market value, which amount is unknown at the time of this Quarterly Report on Form 10-Q.

Common Stock (Tables)

Common Stock (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Schedule of loss per share	​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​
Angel Studios, Inc. CIK: 0001671941
Class of Stock [Line Items]
Schedule of loss per share	The following table represents the Company’s loss per share for the three and nine months ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ Net income (loss) attributable to controlling interests ​ $ (13,855,176) ​ $ 25,651,806 ​ $ (51,182,073) ​ $ 11,167,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average basic shares outstanding ​ 25,944,793 ​ 24,828,827 ​ 25,409,358 ​ 24,725,309 Effect of dilutive shares ​ — ​ 1,007,254 ​ — ​ 987,016 Weighted average diluted shares ​ 25,944,793 ​ 25,836,081 ​ 25,409,358 ​ 25,712,325 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic gain (loss) per share ​ $ (0.534) ​ $ 1.033 ​ $ (2.014) ​ $ 0.452 Diluted gain (loss) per share ​ $ (0.534) ​ $ 0.993 ​ $ (2.014) ​ $ 0.434	The following table represents the Company’s income per share for the years ending December 31: ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Numerator: ​ ​ Net Income (loss) attributable to controlling interests ​ $ 9,163,794 ​ $ (13,710,708) Denominator: ​ ​ Weighted average basic shares outstanding ​ 24,775,858 ​ 24,264,683 Effect of dilutive shares ​ 1,153,388 ​ 1,438,552 Weighted average diluted shares ​ 25,929,246 ​ 25,703,235 Basic earnings per share ​ $ 0.370 ​ $ (0.565) Diluted earning per share ​ $ 0.353 ​ $ (0.533)

Description of Organization a_7

Description of Organization and Summary of Significant Accounting Policies -Organization (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) D $ / shares shares	Sep. 11, 2024 $ / shares	Apr. 08, 2024 shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Description of Organization and Summary of Significant Accounting Policies
Common Stock, par value (in dollars per share)		$ 0.0001
Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Common Stock, par value (in dollars per share)	$ 0.001			$ 0.001	$ 0.001
Class A Common Stock
Description of Organization and Summary of Significant Accounting Policies
Common Stock, par value (in dollars per share)	0.0001			$ 0.0001	$ 0.0001
Warrant conversion | shares			1
Southport, Sigma Merger Sub, Inc. | Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Common Stock, par value (in dollars per share)	$ 0.0001
Business Combination, Consideration, Threshold Amount | $	$ 1,500,000,000
Aggregate gross proceeds of any capital, by company divided	$ 10
Restriction period	1 year
Southport, Sigma Merger Sub, Inc. | Lock up shares 33 percent | Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Percentage of lock up shares	33%
Last reported sale price	$ 12.5
Trading days | D	20
Consecutive trading days | D	30
After closing period for non commencement of consecutive trading days | D	30
Southport, Sigma Merger Sub, Inc. | Lock Up Shares 50 Percent | Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Percentage of lock up shares	50%
Trading days | D	20
Consecutive trading days | D	30
After closing period for non commencement of consecutive trading days | D	30
Last reported sale price common stock	$ 15
Southport, Sigma Merger Sub, Inc. | Minimum | Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Net intangible assets | $	$ 5,000,001
Southport, Sigma Merger Sub, Inc. | Class A Common Stock | Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies
Warrant conversion | shares	0.1

Description of Organization a_8

Description of Organization and Summary of Significant Accounting Policies (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Summary of Significant Accounting Policies
Bitcoin (digital assets)			$ 2,961,790	$ 2,846,825	$ 10,600,000
Allowance for doubtful accounts receivable	$ 300,000	$ 300,000	273,333	0
Reserve for physical media inventory	0	0	0	0
Investment capital receivable	4,925,053	4,925,053
Impairment of intangible assets	1,500	3,200	$ 4,000	5,065,413
Total book value	400,000	500,000
Net gain	900,000	1,600,000
Amortization period of content assets			10 years
Estimated economic useful lives of the domain names			30 years
Impairment of long lived assets write-down			$ 0	0
Allowance for doubtful notes receivable	$ 0	$ 0	0	0
Pay-it-forward receipts offset against selling and marketing costs			$ 23,760,789	$ 0
Financing receivable, threshold period past due			30 days
Theatrical Release Revenue
Description of Organization and Summary of Significant Accounting Policies
Reserve for physical media inventory			$ 29,536
Minimum
Description of Organization and Summary of Significant Accounting Policies
Renewal term			1 year
Maximum
Description of Organization and Summary of Significant Accounting Policies
Renewal term			5 years

Description of Organization a_9

Description of Organization and Summary of Significant Accounting Policies - Liquidity (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 12, 2024	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Net loss			$ 1,739,275	$ (2,831,194)	$ (2,729,602)	$ (18,132,948)
Used cash in operating activity			(1,860,002)	5,745,670	5,542,225	396,482
Accumulated deficit	$ 5,722,812		5,722,812		4,150,511	1,457,152
Angel Studios, Inc. CIK: 0001671941
Significant Accounting Policies [Line Items]
Net loss	13,899,369	$ (25,613,287)	51,269,476	(11,084,442)	(9,012,124)	13,710,708
Used cash in operating activity			(40,082,027)	19,422,221	5,912,192	(11,663,251)
Accumulated deficit	$ 61,257,327		61,257,327		10,073,191	19,239,049
Digital assets					2,961,790	$ 2,846,825		$ 10,600,000
Sale of common stock			26,901,019	$ 7,500,000	7,500,001
Processed from sale of common stock, net of issuance fees			$ 26,700,000		$ 7,500,000
Angel Studios, Inc. CIK: 0001671941 | Subsequent Event
Significant Accounting Policies [Line Items]
Digital assets							$ 20,000,000

Description of Organization _10

Description of Organization and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of revenue
Deferred tax assets					$ 55,525	$ 368,014
Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	$ 20,121,166	$ 113,022,154	$ 65,485,798	$ 152,490,595	202,437,316	75,516,562
Deferred revenue	10,044,834		10,044,834		3,920,648	633,635
Deferred tax assets	8,400,000		8,400,000		$ 4,000,319
Percentage of fund raising service fees					6%
Angel Studios, Inc. CIK: 0001671941 | Transferred at Point in Time
Disaggregation of revenue
Total revenue					$ 198,201,716	73,927,248
Angel Studios, Inc. CIK: 0001671941 | Transferred over Time
Disaggregation of revenue
Total revenue					4,235,600	1,589,314
Digital Media Revenue | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	900,000	400,000	2,000,000	700,000	4,500,536	693,381
Physical Media Revenue | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	1,300,000	3,500,000	3,900,000	10,700,000	18,020,076	23,609,414
Pay it Forward revenue | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	$ 1,704,667	7,790,459	$ 6,492,899	30,882,355	35,287,182	33,980,046
Pay it Forward revenue | Angel Studios, Inc. CIK: 0001671941 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Disaggregation of revenue
Amount expected to be recognized as revenue	12 months		12 months
Pay-it-forward revenue related to theatrical releases | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	$ 1,300,000	3,400,000			3,430,855	0
Deferred revenue	100,000		$ 100,000		$ 850,225	0
Pay-it-forward revenue related to theatrical releases | Angel Studios, Inc. CIK: 0001671941 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Disaggregation of revenue
Amount expected to be recognized as revenue					12 months
Pay-it-forward Revenue, Other | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	400,000	4,400,000	5,200,000	27,500,000
Angel Guild Revenue | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	9,000,000	300,000	21,300,000	300,000	$ 2,940,290	0
Deferred revenue	$ 8,900,000		$ 8,900,000		2,400,000
Angel Guild Revenue | Angel Studios, Inc. CIK: 0001671941 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Disaggregation of revenue
Amount expected to be recognized as revenue	12 months		12 months
Theatrical Release Revenue | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	$ 4,900,000	98,300,000	$ 17,800,000	103,800,000	106,838,828	4,720,674
Theatrical Release Revenue | Angel Studios, Inc. CIK: 0001671941 | Maximum
Disaggregation of revenue
Period of theatrical release revenue payments due			2 months
Theatrical Release Revenue | Angel Studios, Inc. CIK: 0001671941 | Minimum
Disaggregation of revenue
Period of theatrical release revenue payments due			1 month
Content Licensing | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	1,900,000	2,500,000	$ 12,900,000	5,600,000	34,187,217	11,230,655
Deferred revenue	0		0		$ 71,658	364,896
Allowance for doubtful accounts	0		$ 0
Term of agreements			3 years		3 years
Content Licensing | Angel Studios, Inc. CIK: 0001671941 | Maximum
Disaggregation of revenue
Period of sales or usage-based licensing arrangements			1 year
Term of agreements			10 years		10 years
Other revenues | Angel Studios, Inc. CIK: 0001671941
Disaggregation of revenue
Total revenue	$ 300,000	$ 300,000	$ 1,100,000	$ 500,000	$ 663,187	$ 1,282,392

Description of Organization _11

Description of Organization and Summary of Significant Accounting Policies - Concentrations of credit risk (Details) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cost of goods total | Supplier concentration risk | Vendor A
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	35%	41%
Cost of goods total | Supplier concentration risk | Vendor B
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	22%
Cost of goods total | Supplier concentration risk | Vendor C
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	21%
Cost of goods total | Supplier concentration risk | Vendor D
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage		13%
Revenue from Contract with Customer Benchmark | Customer concentration risk | Customer A
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	12%
Receivables Long Term Contracts Or Programs | Customer concentration risk | Customer B
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	100%

Description of Organization _12

Description of Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023
Office and computer equipment
Property and Equipment
Useful life (in years)	3 years
Production equipment
Property and Equipment
Useful life (in years)	1 year
Leasehold improvements
Property and Equipment
Useful life (in years)	1 year
Furniture and fixtures
Property and Equipment
Useful life (in years)	3 years
Warehouse equipment | Minimum
Property and Equipment
Useful life (in years)	3 years
Warehouse equipment | Maximum
Property and Equipment
Useful life (in years)	5 years
Computer software
Property and Equipment
Useful life (in years)	2 years

Notes Payable (Details)

Notes Payable (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)		1 Months Ended		9 Months Ended		12 Months Ended
	May 07, 2024	May 31, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Nov. 30, 2022	Nov. 22, 2022
Short-Term Debt [Line Items]
Coupon rate (in percent)	10%
Receipt of notes payable				$ 17,043,019	$ 24,710,485	$ 28,911,394	$ 2,000,000
Issuance costs					305,271	305,271
Receipt of notes payable				18,562,356	$ 26,775,579	26,751,117
Notes payable				$ 3,168,729		$ 4,160,277	2,000,000
Short-term loan agreement	$ 500,000
Term of repayment	100 days
Print and advertising expense raises with individual investor
Short-Term Debt [Line Items]
Maximum Revenue participation rights payable (in percent)			120%
Rate of return on initial investment (in percent)			20%
Receipt of notes payable			$ 5,000,000
Issuance costs			300,000
Notes payable			$ 5,000,000
P&A expense raises with institutional investors
Short-Term Debt [Line Items]
Maximum Revenue participation rights payable (in percent)						110%
Rate of return on initial investment (in percent)						10%
Receipt of notes payable						$ 20,985,000
Issuance costs						0
Receipt of notes payable						17,000,000
Repayment of interest						$ 1,700,000
Print and advertising loan agreement
Short-Term Debt [Line Items]
Maximum borrowing capacity							$ 2,000,000		$ 5,000,000	$ 5,000,000
Coupon rate (in percent)		10%						10%	10%
Receipt of notes payable		$ 3,000,000

Commitments and Contingencies_5

Commitments and Contingencies (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2024	Jul. 31, 2022
Commitments And Contingencies [Line Items]
Equity interest					8%
Equity interest purchase price					$ 1,700,000
Amounts funded to support operations	$ 3,000,000	$ 900,000
Purchase price				$ 30,000,000
Funding related to supporting operations	$ 1,200,000
Lease expense for operating leases		744,246	$ 538,005
Lease payments		$ 734,890	$ 466,534
Filmmakers' share of royalties on net profits		0.6667%

Commitments and Contingencies -

Commitments and Contingencies - Maturities of operating lease liabilities (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023 USD ($)
Maturities of operating lease liabilities
2025	$ 418,870
2026	364,701
2027	377,100
2028	281,442
Total Lease Payments	1,442,113
Less: Interest	(116,329)
Present value of lease liabilities	$ 1,325,784

Commitments and Contingencies_6

Commitments and Contingencies - Weighted average remaining lease terms and interest rates (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023
Commitments And Contingencies [Line Items]
Weighted Average Remaining Lease Term (years)	3 years 6 months 21 days
Weighted Average Discount Rate	4.60%

Common Stock - Narratives (Deta

Common Stock - Narratives (Details)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024 $ / shares shares	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 item Vote $ / shares shares	Sep. 11, 2024 $ / shares	Dec. 31, 2022 $ / shares shares
Stockholders' Equity
Common Stock, par value (in dollars per share) | $ / shares				$ 0.0001
Angel Studios, Inc. CIK: 0001671941
Stockholders' Equity
Authorized capital stock (in shares)	85,000,000	85,000,000	85,000,000		85,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	639,909	805,530
Class A common stock
Stockholders' Equity
Authorized capital stock (in shares)	200,000,000	200,000,000	200,000,000		200,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Class A common stock | Angel Studios, Inc. CIK: 0001671941
Stockholders' Equity
Authorized capital stock (in shares)	27,500,000	27,500,000	27,500,000
Number of votes for each share outstanding | Vote			5
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1
Class B common stock
Stockholders' Equity
Authorized capital stock (in shares)	20,000,000	20,000,000	20,000,000		20,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Class B common stock | Angel Studios, Inc. CIK: 0001671941
Stockholders' Equity
Authorized capital stock (in shares)	4,000,000	4,000,000	4,000,000
Number of votes for each share outstanding | Vote			55
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1
Class C | Angel Studios, Inc. CIK: 0001671941
Stockholders' Equity
Authorized capital stock (in shares)	38,000,000	38,000,000	38,000,000
Number of votes for each share outstanding | Vote			1
Number of board member elected by stockholders | item			2
Requisite percentage of outstanding shares to gain ability to elect (in percentage)			5%
Percentage of shares held by class of stock on outstanding shares (in percentage)			3%
Class F | Angel Studios, Inc. CIK: 0001671941
Stockholders' Equity
Authorized capital stock (in shares)	15,500,000	15,500,000	15,500,000
Number of votes for each share outstanding | Vote			5
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1

Common Stock - Schedule of loss

Common Stock - Schedule of loss per share (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Angel Studios, Inc. CIK: 0001671941
Numerator:
Net (loss) income	$ (13,855,176)			$ 25,651,806			$ (51,182,073)	$ 11,167,291	$ 9,163,794	$ (13,710,708)
Denominator:
Weighted average basic shares outstanding (in shares)	25,944,793			24,828,827			25,409,358	24,725,309	24,775,858	24,264,683
Effect of dilutive shares (in shares)				1,007,254				987,016	1,153,388	1,438,552
Weighted average diluted shares (in shares)	25,944,793			25,836,081			25,409,358	25,712,325	25,929,246	25,703,235
Basic net income (loss) per share	$ (0.534)			$ 1.033			$ (2.014)	$ 0.452	$ 0.37	$ (0.565)
Diluted net (loss) income per share	$ (0.534)			$ 0.993			$ (2.014)	$ 0.434	$ 0.353	$ (0.533)

Related-Party Transactions (Det

Related-Party Transactions (Details) - Angel Studios, Inc. CIK: 0001671941		1 Months Ended						3 Months Ended		9 Months Ended		12 Months Ended
	May 07, 2024	Sep. 30, 2024 USD ($) employee	Jul. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Feb. 29, 2024 USD ($)	Jul. 31, 2022 USD ($)	Sep. 30, 2024 USD ($) employee	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) employee	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 31, 2021
Related-Party Transactions
Lease payments												$ 734,890	$ 466,534
Receipt of notes payable										$ 17,043,019	$ 24,710,485	28,911,394	2,000,000
Paid back amount										$ 18,562,356	26,775,579	26,751,117
Term of repayment	100 days
Number of employees | employee		0						0		0
Notes and interest payable		$ 3,168,729						$ 3,168,729		$ 3,168,729		4,160,277	2,000,000
Related party
Related-Party Transactions
Expenses for marketing services								100,000	$ 300,000	400,000	600,000	990,310	1,659,328
Ownership interest														50%
Lease payments								100,000	$ 100,000	$ 400,000	$ 300,000	414,865	$ 395,696
Related party | Tuttle Twins, LLC
Related-Party Transactions
Ownership interest							8%
Purchase Price							$ 1,747,980
Capital funding to support operating expenses												900,000
Related party | Angel P&A
Related-Party Transactions
Ownership interest						100%
Related party | Angel P&A | Revolving P&A loan agreement
Related-Party Transactions
Maximum borrowing capacity						$ 15,000,000
Maximum Revenue participation rights payable (in percent)						110%
Rate of return on initial investment (in percent)						10%				10%
Receipt of notes payable			$ 2,000,000		$ 10,000,000
Paid back amount		2,000,000		$ 10,000,000
Notes and interest payable		$ 0						$ 0		$ 0		$ 0

Subsequent Events (Details)_2_3

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024	Oct. 01, 2024	May 07, 2024	Apr. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Events
Newly issued price (in dollars per share)	$ 9.2					$ 9.2
Angel Studios, Inc. CIK: 0001671941
Subsequent Events
Common stock, shares issued	26,611,335					24,991,329	24,272,281
Coupon rate (in percent)				10%
Angel Studios, Inc. CIK: 0001671941 | Class C
Subsequent Events
Number of common stock issued	330,687
Price per common shares issued	$ 30.24
Aggregate purchase price	$ 10
Subsequent Event | Angel Studios, Inc. CIK: 0001671941 | Secured Note [Member]
Subsequent Events
Coupon rate (in percent)			10%
Secured note obligation			$ 6
Secured note obligation, amount drawn down		$ 6
Subsequent Event | Angel Studios, Inc. CIK: 0001671941 | Class C
Subsequent Events
Newly issued price (in dollars per share)					$ 14.18

Consolidated Balance Sheets_2

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Total Current Assets	$ 648,979	$ 2,171,553	$ 278,452
TOTAL ASSETS	13,544,096	46,881,358	238,262,965
Current liabilities:
Accounts payable	150,649	99,468	97,987
Accrued expenses	544,188	2,251,823	681,395
Total Current Liabilities	3,815,066	4,980,018	1,207,979
TOTAL LIABILITIES	5,671,066	5,560,518	1,735,029
Commitments and contingencies
Stockholders' equity:
Accumulated deficit	(5,722,812)	(4,150,511)	(1,457,152)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	13,544,096	46,881,358	238,262,965
Angel Studios, Inc. CIK: 0001671941
Current assets:
Cash and cash equivalents	11,343,602	25,201,425	10,721,628
Accounts receivable, net	4,547,730	24,140,903	7,189,526
Current portion of long-term licensing receivables, net	10,894,481	7,851,505
Physical media inventory	3,063,598	2,843,681	500,680
Current portion of notes receivable	540,036	707,508	2,189,596
Prepaid expenses and other	6,653,504	4,316,577	1,620,547
Total Current Assets	41,968,004	65,061,599	22,221,977
Certificate of deposit			154,187
Property and equipment, net	911,583	1,212,056	1,331,647
Notes receivable, net of current portion	4,304,517	4,502,079	4,743,695
Long-term licensing receivables, net	12,269,028	11,279,260
Content, net		1,389,588	1,227,675
Intangibles, net	1,935,418	1,987,190	2,060,139
Digital assets		2,961,790	2,846,825
Investments in affiliates	5,586,976	4,503,153	2,773,399
Operating lease right-of-use assets	2,913,607	1,286,237	1,952,890
Other long-term assets	8,993,311	4,075,243	74,924
TOTAL ASSETS	83,054,183	98,258,195	39,387,358
Current liabilities:
Accounts payable	1,943,769	3,169,248	1,018,843
Accrued expenses	10,120,821	6,297,230	3,800,241
Current portion of accrued licensing royalties	18,925,247	25,958,085	3,094,538
Notes payable	3,168,729	4,160,277	2,000,000
Current portion of operating lease liabilities	654,128	364,633	652,265
Deferred revenue	10,044,834	3,920,648	633,635
Current portion of accrued settlement costs	273,404	253,882	230,005
Total Current Liabilities	45,130,932	44,124,003	11,429,527
Accrued settlement costs, net of current portion	4,164,409	4,371,972	4,625,854
Accrued licensing royalties, long-term	9,370,043	9,125,409
Operating lease liabilities, net of current portion	2,330,526	961,151	1,330,815
TOTAL LIABILITIES	60,995,910	58,582,535	17,386,196
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 85,000,000 shares authorized; 26,611,335 and 24,991,329 shares issued and outstanding, respectively	26,610	24,991	24,272
Additional paid-in capital	83,528,063	49,875,530	41,215,939
Noncontrolling interests	(239,073)	(151,670)
Accumulated deficit	(61,257,327)	(10,073,191)	(19,239,049)
Total stockholders' equity	22,058,273	39,675,660	22,001,162
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	$ 83,054,183	$ 98,258,195	$ 39,387,358

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (In dollars per share)		$ 0.0001
Angel Studios, Inc. CIK: 0001671941
Common stock, par value (In dollars per share)	$ 0.001		$ 0.001	$ 0.001
Common stock, shares authorized	85,000,000		85,000,000	85,000,000
Common stock, shares issued	26,611,335		24,991,329	24,272,281
Common stock, shares outstanding	26,611,335		24,991,329	24,272,281

Consolidated Statements of Op_2

Consolidated Statements of Operations - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Loss from operations	$ (245,178)			$ (137,763)			$ (939,480)	$ (786,678)	$ (1,670,440)	$ (1,577,543)
Other income (expense):
(Loss) Income before provision for income taxes	(1,471,678)			132,447			(1,600,931)	4,085,128	4,048,882	18,495,230
Income tax benefit	24,220			142,965			138,344	1,253,934	1,319,280	362,282
Net income (loss)							(1,739,275)	2,831,194	2,729,602	18,132,948
Net (loss) income	(1,495,898)	$ (504,984)	$ 261,607	(10,518)	$ 1,657,247	$ 1,184,465	(1,739,275)	2,831,194	2,729,602	18,132,948
Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	20,121,166			113,022,154			65,485,798	152,490,595	202,437,316	75,516,562
Operating expenses:
Cost of revenues	8,107,950			46,037,758			31,339,159	64,438,397	86,032,540	40,392,001
Selling and marketing	16,602,045			28,814,600			54,893,723	51,733,879	74,181,413	19,257,984
General and administrative	6,059,396			7,110,171			15,972,632	13,219,825	18,121,437	12,049,547
Research and development	3,168,016			3,535,760			11,201,952	9,794,724	13,905,426	12,345,518
Legal expenses	1,328,090			322,493			10,037,679	786,536	2,038,974	802,044
Write-down of digital assets	1,500						3,200		4,000	5,065,413
Total operating expenses	34,403,018			85,824,381			121,850,256	139,976,960	194,283,790	89,912,507
Loss from operations	(14,281,852)			27,197,773			(56,364,458)	12,513,635	8,153,526	(14,395,945)
Other income (expense):
Interest expense	(452,177)			(3,005,434)			(1,969,247)	(3,340,622)	(3,657,958)	(694,374)
Interest income	754,561			523,367			2,581,062	1,013,848	1,819,121	614,426
Total other income (expense), net	302,384			(2,482,067)			611,815	(2,326,774)	(1,838,837)	(79,948)
(Loss) Income before provision for income taxes	(13,979,468)			24,715,706			(55,752,643)	10,186,861	6,314,689	(14,475,893)
Income tax benefit	(80,099)			(897,581)			(4,483,167)	(897,581)	(2,697,435)	(765,185)
Net income (loss)	(13,899,369)			25,613,287			(51,269,476)	11,084,442	9,012,124	(13,710,708)
Net loss attributable to noncontrolling interests	(44,193)			(38,519)			(87,403)	(82,849)	(151,670)
Net (loss) income	$ (13,855,176)			$ 25,651,806			$ (51,182,073)	$ 11,167,291	$ 9,163,794	$ (13,710,708)
Basic net income (loss) per share	$ (0.534)			$ 1.033			$ (2.014)	$ 0.452	$ 0.37	$ (0.565)
Diluted net income (loss) per share	$ (0.534)			$ 0.993			$ (2.014)	$ 0.434	$ 0.353	$ (0.533)
Weighted average shares outstanding, basic	25,944,793			24,828,827			25,409,358	24,725,309	24,775,858	24,264,683
Weighted average common shares outstanding - diluted	25,944,793			25,836,081			25,409,358	25,712,325	25,929,246	25,703,235
Licensed content and other revenue | Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	$ 18,416,499			$ 105,231,695			$ 58,992,899	$ 121,608,240	$ 167,150,134	$ 41,536,516
Pay it Forward revenue | Angel Studios, Inc. CIK: 0001671941
Revenue:
Total revenue	$ 1,704,667			$ 7,790,459			$ 6,492,899	$ 30,882,355	$ 35,287,182	$ 33,980,046

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity - USD ($)	Common stock Class A common stock Angel Studios, Inc. CIK: 0001671941	Common stock Class B common stock Angel Studios, Inc. CIK: 0001671941	Common stock Class C Angel Studios, Inc. CIK: 0001671941	Common stock Class F Angel Studios, Inc. CIK: 0001671941	Additional Paid-in Capital Angel Studios, Inc. CIK: 0001671941	Accumulated Deficit Angel Studios, Inc. CIK: 0001671941	Noncontrolling Interests Angel Studios, Inc. CIK: 0001671941	Class A common stock	Class B common stock	Class C Angel Studios, Inc. CIK: 0001671941	Angel Studios, Inc. CIK: 0001671941	Total
Balance as of beginning at Dec. 31, 2021	$ 20,842	$ 3,349	$ 508		$ 39,538,876	$ (5,187,312)					$ 34,376,263
Balance as of beginning (in units) at Dec. 31, 2021	20,842,227	3,349,017	508,420
Stock options exercised	$ 77				258,778						$ 258,855
Stock options exercised (in units)	77,012										77,011
Transfer of Common Stock	$ (9,912)			$ 9,912
Transfer of Common Stock (in units)	(9,912,072)			9,912,072
Repurchase of Common Stock	$ (48)		$ (456)		(85,684)	(341,029)					$ (427,217)
Repurchase of Common Stock (in units)	(48,002)		(456,364)
Stock-based compensation expense					1,503,969						1,503,969
Net income (loss)						(13,710,708)					(13,710,708)	$ 18,132,948
Balance as of ending at Dec. 31, 2022	$ 10,959	$ 3,349	$ 52	$ 9,912	41,215,939	(19,239,049)					$ 22,001,162
Balance as of ending (in units) at Dec. 31, 2022	10,959,165	3,349,017	52,056	9,912,072				23,000,000	5,750,000		24,272,281
Stock options exercised				$ 29	17,305						$ 17,334
Stock options exercised (in units)				28,911
Issuance of Common Stock			$ 529		7,499,472						7,500,001
Number of common stock issued		(29)	528,914
Stock-based compensation expense					685,561						685,561
Net income (loss)						11,167,291	$ (82,849)				11,084,442	2,831,194
Balance as of ending at Sep. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,941	49,418,277	(8,071,758)	(82,849)				41,288,500
Balance as of ending (in units) at Sep. 30, 2023	10,959,165	3,348,988	580,970	9,940,983
Balance as of beginning at Dec. 31, 2022	$ 10,959	$ 3,349	$ 52	$ 9,912	41,215,939	(19,239,049)					$ 22,001,162
Balance as of beginning (in units) at Dec. 31, 2022	10,959,165	3,349,017	52,056	9,912,072				23,000,000	5,750,000		24,272,281
Stock options exercised				$ 198	235,528						$ 235,726
Stock options exercised (in units)				197,656							197,656
Issuance of Common Stock			$ 529		7,499,472						$ 7,500,001
Number of common stock issued			528,914
Transfer of Common Stock	$ (20)	$ (3)	$ 318	$ (295)
Transfer of Common Stock (in units)	(20,000)	(2,630)	317,346	(294,716)
Repurchase of Common Stock				$ (8)	(107,065)						(107,073)
Repurchase of Common Stock (in units)				(7,551)
Stock-based compensation expense					1,031,656						1,031,656
Cumulative translation adjustment						2,064					2,064
Net income (loss)						9,163,794	(151,670)				9,012,124	2,729,602
Balance as of ending at Dec. 31, 2023	$ 10,939	$ 3,346	$ 899	$ 9,807	49,875,530	(10,073,191)	(151,670)				$ 39,675,660
Balance as of ending (in units) at Dec. 31, 2023	10,939,165	3,346,387	898,316	9,807,461				8,350,065	1,550,000		24,991,329
Balance as of beginning at Jun. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,936	49,146,674	(33,723,564)	(44,330)				$ 15,403,605
Balance as of beginning (in units) at Jun. 30, 2023	10,959,165	3,348,988	580,970	9,935,006
Stock options exercised				$ 5	1,655						1,660
Stock options exercised (in units)				5,977
Stock-based compensation expense					269,948						269,948
Net income (loss)						25,651,806	(38,519)				25,613,287
Balance as of ending at Sep. 30, 2023	$ 10,959	$ 3,349	$ 581	$ 9,941	49,418,277	(8,071,758)	(82,849)				41,288,500
Balance as of ending (in units) at Sep. 30, 2023	10,959,165	3,348,988	580,970	9,940,983
Balance as of beginning at Dec. 31, 2023	$ 10,939	$ 3,346	$ 899	$ 9,807	49,875,530	(10,073,191)	(151,670)				$ 39,675,660
Balance as of beginning (in units) at Dec. 31, 2023	10,939,165	3,346,387	898,316	9,807,461				8,350,065	1,550,000		24,991,329
Stock options exercised				$ 179	457,641						$ 457,820
Stock options exercised (in units)				178,687
Issuance of Common Stock			$ 1,470		31,617,989						31,619,459
Number of common stock issued		(29)	1,470,180							330,687
Transfer of Common Stock	$ 334	$ (335)	$ 220	$ (219)
Transfer of Common Stock (in units)	333,528	(334,644)	220,420	(219,304)
Repurchase of Common Stock (in units)			(10,379)	(18,453)
Stock-based compensation expense					2,176,952						2,176,952
Cumulative translation adjustment						(2,063)					(2,063)
Net income (loss)						(51,182,073)	(87,403)				(51,269,476)	$ (1,739,275)
Balance as of ending at Sep. 30, 2024	$ 11,273	$ 3,011	$ 2,578	$ 9,748	83,528,063	(61,257,327)	(239,073)				$ 22,058,273
Balance as of ending (in units) at Sep. 30, 2024	11,272,693	3,011,714	2,578,537	9,748,391				5,363,113	1,550,000		26,611,335
Balance as of beginning at Jun. 30, 2024	$ 10,939	$ 3,346	$ 1,682	$ 9,701	59,750,371	(47,402,151)	(194,880)				$ 12,179,008
Balance as of beginning (in units) at Jun. 30, 2024	10,939,165	3,346,358	1,681,423	9,701,014
Stock options exercised				$ 76	233,577						233,653
Stock options exercised (in units)				75,798
Issuance of Common Stock			$ 888		23,368,600						23,369,488
Number of common stock issued			888,377
Transfer of Common Stock	$ 334	$ (335)	$ 19	$ (18)
Transfer of Common Stock (in units)	333,528	(334,644)	19,116	(18,000)
Repurchase of Common Stock (in units)			(10,379)	(10,421)
Stock-based compensation expense					661,678						661,678
Net income (loss)						(13,855,176)	(44,193)				(13,899,369)
Balance as of ending at Sep. 30, 2024	$ 11,273	$ 3,011	$ 2,578	$ 9,748	$ 83,528,063	$ (61,257,327)	$ (239,073)				$ 22,058,273
Balance as of ending (in units) at Sep. 30, 2024	11,272,693	3,011,714	2,578,537	9,748,391				5,363,113	1,550,000		26,611,335

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Change in operating assets and liabilities:
Accounts payable and accrued expenses	(1,656,454)	1,585,407	1,571,909	551,046
Net cash (used in) provided by operating activities	(1,860,002)	5,745,670	5,542,225	396,482
Cash flows from investing activities:
Net cash provided by investing activities	31,867,787	194,049,943	193,473,127	(2,624,298)
Cash flows from financing activities:
Net cash (used in) financing activities	(31,661,363)	(197,494,657)	(196,894,657)	328,131
Cash - Beginning of period	2,171,553	50,858	50,858	1,950,543
Cash - End of period	517,975	2,351,814	2,171,553	50,858
Angel Studios, Inc. CIK: 0001671941
Cash flows from operating activities:
Net income (loss)	(51,269,476)	11,084,442	9,012,124	(13,710,708)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization	768,130	654,254	916,945	665,920
Amortization of operating lease assets	509,892	497,141	666,653	453,996
Stock-based compensation expense	2,176,952	685,561	1,031,656	1,503,969
Investments in affiliates gain	(50,307)	(106,060)	(9,364)	(67,608)
Impairment of intangible assets	3,200		4,000	5,065,413
Non-cash interest expense		305,270	305,271
Change in deferred income taxes	(4,403,068)	(4,340,446)	37,611	(434,946)
Net gain on digital assets	(1,594,889)	3,599
Change in operating assets and liabilities:
Accounts receivable	19,593,173	(30,242,384)	(16,951,377)	3,251,012
Physical media inventory	(219,917)	(2,510,956)	(2,343,001)	1,369,233
Prepaid expenses and other current assets	(2,336,927)	(2,320,631)	(2,696,030)	2,056,587
Certificate of deposit		154,187	154,187	(1,914)
Licensing receivables	(4,032,744)		(19,130,765)
Content	(503,296)	(296,096)	(313,855)	(504,609)
Other long-term assets	(515,000)		(4,000,319)
Accounts payable and accrued expenses	2,937,860	7,521,889	4,751,709	(12,931,847)
Accrued licensing royalty expense	(6,788,204)	35,785,711	31,847,030	3,094,538
Operating lease liabilities	(478,392)	(487,341)	(657,296)	(423,806)
Deferred revenue	6,124,186	3,034,081	3,287,013	(1,048,481)
Net cash (used in) provided by operating activities	(40,082,027)	19,422,221	5,912,192	(11,663,251)
Cash flows from investing activities:
Purchases of property and equipment	(271,927)	(386,311)	(572,463)	(1,135,362)
Issuance of note receivable	(1,455,279)	(2,042,255)	(3,366,462)	(3,392,877)
Repayments of note receivable	1,820,313	3,669,396	5,090,166	2,779,320
Purchase of digital assets	(48,515)	(76,966)	(118,965)
Investments in affiliates	(1,033,516)	(770,391)	(1,720,390)	(1,747,980)
Net cash provided by investing activities	1,193,457	393,473	(688,114)	(3,496,899)
Cash flows from financing activities:
Repayment of notes payable	(18,562,356)	(26,775,579)	(26,751,117)
Receipt of notes payable	17,043,019	24,710,485	28,911,394	2,000,000
Debt financing fees		(305,271)	(305,271)
Repayment of accrued settlement costs			(230,005)	(208,373)
Exercise of stock options	457,820	39,258	235,726	258,855
Sale of common stock	26,901,019	7,500,000	7,500,001
Repurchase of common stock	(600,079)	(21,922)	(107,073)	(427,217)
Net cash (used in) financing activities	25,032,810	5,146,971	9,253,655	1,623,265
Effect of changes in foreign currency exchange rates on cash and cash equivalents	(2,063)		2,064
Net increase (decrease) in cash and cash equivalents	(13,857,823)	24,962,665	14,479,797	(13,536,885)
Cash - Beginning of period	25,201,425	10,721,628	10,721,628	24,258,513
Cash - End of period	11,343,602	35,684,293	25,201,425	10,721,628
Supplemental disclosure of cash flow information:
Cash paid for interest	456,144	3,544,216	3,586,937	498,769
Cash paid (refunded) for income taxes			$ 22,208	(2,078,744)
Supplemental schedule of noncash financing activities
Operating lease right-of-use assets and liabilities	$ 2,137,262	$ 2,406,886		$ 2,406,886

Description of Organization _13

Description of Organization and Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Description of Organization and Summary of Significant Accounting Policies	1. Description of Organization and Summary of Significant Accounting Policies Organization The Company comprises Angel Studios, Inc. and its wholly owned subsidiaries Dry Bar Comedy, LLC (a Utah limited liability company organized on January 20, 2017), Angel Studios Licensing, LLC, (a Utah limited liability company organized on September 15, 2020), Angel Studios Production, LLC (a Utah limited liability company organized on July 6, 2021), Angel Studios OF I, LLC, (a Utah limited liability company organized on July 14, 2021), Angel Studios 001, Inc. (a Delaware Corporation organized on November 1, 2023), Angel Studios BHC, S.A., DE C.V. (an El Salvadoran public limited company organized on July 26, 2023), Angel Studios Licensing B.V., (a Netherlands private limited company organized on September 13, 2023), Angel Studios Distribution Limited (a United Kingdom limited company organized on September 13, 2023), Angel Acceleration Fund Management, LLC (a Delaware limited liability company organized on July 15, 2022), and Angel Acceleration Fund GP, LLC (a Delaware limited liability company organized on June 17, 2022) (collectively, the “Company”). The Company was originally organized as a Utah limited liability company on November 13, 2013. On February 7, 2014, the entity converted to a Delaware corporation. The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Proposed Businesss Combination On September 11, 2024, Southport Acquisition Corporation, a Delaware corporation (“Southport”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Southport, Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Southport (“Merger Sub”), and the Company. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: i. at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger or Business Combination”); ii. at the Closing, all of the outstanding capital stock of the Company (other than shares subject to Company options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $1.5 billion plus the aggregate gross proceeds of any capital raised by the Company prior to the Closing, divided by (y) $10.00 ; iii. at the Closing, all of the outstanding options to acquire capital stock of the Company will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); iv. subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding (the “Warrant Conversion”); and v. at the Closing, Southport will be renamed “Angel Studios, Inc.” The board of directors of Southport has unanimously (i) approved and declared advisable the Merger Agreement and the Merger and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of Southport. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of Southport and the Company, (ii) the effectiveness of the registration statement on Form S-4 to be filed by Southport in connection with the transaction, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval for listing on the Applicable Stock Exchange the shares of Combined Company Common Stock to be issued in connection with the Merger, (v) the condition that SAC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the performance in all material respects of the respective covenants of Southport and the Company to be performed as of or prior to the Closing, including with respect to Southport, the covenant with respect to the warrantholder approval, (vii) the absence of any injunctions prohibiting the consummation of the Merger and (viii) the representations and warranties of Southport and the Company remaining accurate (to such standards described in the Merger Agreement) as of the effective time of the Merger. The Merger Agreement is also subject to the approval by the stockholders of Southport of an extension to Southport’s deadline to consummate a business combination to September 30, 2025. Each party’s obligations to consummate the Merger are also conditioned upon the accuracy of the other party’s representations and warranties, subject to customary materiality and material adverse effect qualifiers, and the performance in all material respects by the other party of its covenants in the Merger Agreement to be performed as of or prior to the Closing. The Merger Agreement contains customary representations and warranties by Southport, Merger Sub and Angel Studios. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing. The Merger Agreement may be terminated at any time prior to the Closing (i) by written consent of Southport and the Company, (ii) by either the Company or Southport, if certain approvals of the stockholders of Southport or the Company, to the extent required under the Merger Agreement, are not obtained as set forth therein, (iii) by the Company, if there is a Modification in Recommendation (as defined in the Merger Agreement), or by Southport, if there is a Company Modification in Recommendation (as defined in the Merger Agreement), and (iv) by either Southport or the Company in certain other circumstances set forth in the Merger Agreement, including (a) if any governmental authority shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (b) in the event of certain uncured material breaches by the other party or (c) if the Closing has not occurred on or before December 14, 2024 (which shall automatically be extended to September 30, 2025 subject to approval of Southport’s stockholders to extend the deadline to consummate a business combination). Certain Related Agreements The Sponsor Support Agreement On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the Company, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith. In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration. The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap. The Sponsor Support Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties. Angel Studios Stockholder Support Agreement On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, the Company and certain stockholders of the Company (the “Key Stockholders”). Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of the Company’s common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, Southport, the Sponsor, certain equityholders of the Company, Jared Stone and the other parties thereto, will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Southport will grant customary registration rights to the other parties thereto, including to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of Southport Common Stock that are held by the other parties thereto. Lock-Up Agreement The Merger Agreement contemplates that, at the Closing, Southport and the Key Holders (as defined in the Merger Agreement) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”). The Lock-Up Agreement contains certain restrictions on transfer with respect to shares of Southport Common Stock held by the Key Holders immediately following the Closing (other than shares purchased in the public market after the Closing) and the shares of Southport Common Stock issued to directors and executive officers of the combined company upon settlement or exercise of stock options or other equity awards outstanding as of immediately following the Closing in respect of awards of Angel Studios outstanding immediately prior to the Closing (the “Lock-Up Shares”). Such restrictions begin at the Closing and end on the earlier of (i) one year after the Closing and (ii) (a) for 33% of the Lock-Up Shares, the date on which the last reported sale price of Southport Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30 -trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-up Shares, the date on which the last reported sale price of Southport Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 -trading day period commencing at least 30 days after the Closing. The foregoing description of the Merger Agreement, the Sponsor Support Agreement and the Angel Studios Stockholder Support Agreement, and the transactions and documents contemplated thereby (including, without limitation, the Registration Rights Agreement and the Lock-Up Agreement), is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, the Sponsor Support Agreement and the Angel Studios Stockholder Support Agreement, the terms of which are incorporated by reference herein. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2023 included in the Company’s registration statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024, and amended on April 19, 2024, and May 13, 2024 (as amended, the “Form 10”). As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates. Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10.6 million in bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. During the three and nine months ended September 30, 2024, an impairment was recognized of $1.5 thousand and $3.2 thousand, respectively. The Company sold bitcoin holdings with a total book value of $0.4 million for a net gain of $0.9 million during the three months ended September 30, 2024. The Company sold bitcoin holdings with a total book value of $0.5 million for a net gain of $1.6 million during the nine months ended September 30, 2024. Liquidity The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2024, the Company incurred a net loss of approximately $51.3 million and used cash in operating activities of approximately $40.1 million. The Company had an accumulated deficit of approximately $61.3 million as of September 30, 2024. A significant portion of the net loss for the nine months ended September 30, 2024, was due to a one-time contractual commitment for marketing spend on a theatrical release, legal expenses related to unfavorable outcome of arbitration and increased marketing expenses to grow Angel Guild memberships. Management does not anticipate the same level of marketing spend as a percentage of revenue for future theatrical releases. The Content License Agreement with The Chosen, Inc. (f/k/a The Chosen, LLC) (“The Chosen”) dated October 18, 2022 (the “Chosen Agreement”), which has generated significant past revenues, was canceled during the quarter ended June 30, 2024. Management anticipates that the Company will continue to incur operating losses and use cash in operating activities for the rest of 2024 and into 2025. Management is working to increase revenues through the growth of Angel Guild memberships, the Company’s pipeline of theatrical releases in the second half of 2024 and in 2025, and additional streaming agreements. The Company holds bitcoin assets valued at over $20.0 million as of the date of this Quarterly Report on Form 10-Q. The Company finances marketing activities for theatrical releases through print and advertising loan agreements with individual and institutional investors. Additionally, the Company has raised capital through the sale of common stock, generating approximately $7.5 million during the year ended December 31, 2023, and approximately $26.7 million during nine months ended September 30, 2024. Management believes it will be able to fund operating capital shortfalls for the next year through the issuance of debt and common stock. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses. If these efforts are not successful, or if securing debt and selling common stock on acceptable terms proves challenging, the Company would need to significantly reduce operations, which could materially affect its financial condition and/or its ability to continue as a going concern. Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of September 30, 2024, the allowance for doubtful accounts receivable was $0.3 million. As of December 31, 2023, the Company’s allowance for doubtful accounts receivable was $0.3 million. Physical Inventory Physical inventory consists of apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content the Company is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of September 30, 2024, and December 31, 2023. Prepaid Expenses and Other Prepaid expenses primarily represent payments made in advance for services and goods to be received in future periods. These include but are not limited to prepayments for insurance, software, rent, fees, and future advertising. Other assets may include royalty advances, deposits, and interest receivable. The Company also capitalizes expenses related to its future merger with a special purpose acquisition company. Investment Capital Receivable The Company sold common stock during the three months ended September 30, 2024 through a Regulation A offering. Due to the timing of the investment closing, certain investment capital was not received by the Company until after the close of the period. As of September 30, 2024, $4.9 million was open to be collected and was fully collected before the date of this Quarterly Report on Form 10-Q. Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and will be reduced by any distributions received. Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Notes receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of September 30, 2024, and December 31, 2023. Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the three months ended September 30, 2024 and 2023, was $1.3 million and $3.5 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $3.9 million and $10.7 million, respectively. Digital media revenue for the three months ended September 30, 2024 and 2023, was $0.9 million and $0.4 million, respectively and for the nine months ended September 30, 2024 and 2023, was $2.0 million and $0.7 million, respectively. Pay it Forward Revenue Pay it Forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay it Forward revenues are reported as Pay it Forward revenue in the condensed consolidated statements of operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay it Forward revenue (excluding theatrical Pay it Forward receipts) for the three months ended September 30, 2024 and 2023, was $0.4 million and $4.4 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $5.2 million and $27.5 million, respectively. The Company also collects Pay it Forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical Pay it Forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s condensed consolidated financial statements as deferred revenue. Deferred revenue will be recognized as Pay it Forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the three months ended September 30, 2024 and 2023, the Company recognized Pay it Forward revenue specific to theatrical releases of $1.3 million and $3.4 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0.1 million and $0.9 million, respectively, of deferred revenue related to Pay it Forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months . Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the membership period. Angel Guild revenue for the three months ended September 30, 2024 and 2023, was $9.0 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $21.3 million and $0.3 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $8.9 million and $2.4 million, respectively, of deferred revenue related to Angel Guild revenue. This is expected to be recognized as revenue during the next 12 months . Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of the Company’s content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the September 30, 2024 and 2023 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years . The typical period ranges around 3 years . Content licensing revenue for the three months ended September 30, 2024 and 2023, was $1.9 million and $2.5 million, respectively and for the nine months ended September 30, 2024 and 2023, was $12.9 million and $5.6 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0 and $71.7 thousand, respectively, of deferred revenue related to content licensing. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the three months ended September 30, 2024 and 2023, was $0.3 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $1.1 million and $0.5 million, respectively. Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the condensed consolidated statements of operations in the period in which the related revenue is recognized, following the matching principle. Components of	1. Description of Organization and Summary of Significant Accounting Policies Organization The Company comprises Angel Studios, Inc. and its wholly owned subsidiaries Dry Bar Comedy, LLC (a Utah limited liability company organized on January 20, 2017), Angel Studios Licensing, LLC, (a Utah limited liability company organized on September 15, 2020), Angel Studios Production, LLC (a Utah limited liability company organized on July 6, 2021), Angel Studios OF I, LLC, (a Utah limited liability company organized on July 14, 2021), Angel Studios SPV – Cabrini, Inc. (a Delaware Corporation organized on November 1, 2023), Angel Studios BHC, S.A., DE C.V. (an El Salvadoran public limited company organized on July 26, 2023), Angel Studios Licensing B.V., (a Netherlands private limited company organized on September 13, 2023), Angel Studios Distribution Limited (a United Kingdom limited company organized on September 13, 2023), Angel Acceleration Fund Management, LLC (a Delaware limited liability company organized on July 15, 2022), and Angel Acceleration Fund GP, LLC (a Delaware limited liability company organized on June 17, 2022) (collectively, the “Company”). Angel Studios, Inc. was originally organized as a Utah limited liability company on November 13, 2013. On February 7, 2014, the entity converted to a Delaware corporation. The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. As of December 31, 2022, $3,094,538 of accrued licensing royalties has been broken out separately from accrued expenses on the consolidated balance sheets. This change had no impact on the total current liabilities of the Company as of December 31, 2022. This change had no impact on the total operating cash flow of the Company as of December 31, 2022. As of December 31, 2022, $33,980,046 of pay-it-forward revenue has been broken out separately from total revenue on the consolidated statements of operations. This change had no impact on total revenue of the Company as of December 31, 2022. As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (US GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates. Concentrations of Credit Risk The Company’s cash is held in non-interest-bearing and interest-bearing accounts that may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of those amounts held in excess of such insurance limitations. For example, the FDIC took control of Silicon Valley Bank (SVB), where the Company held a portion of its cash and cash equivalents. The Federal Reserve subsequently announced that account holders would be made whole, and the Company once again received access to all of its cash and cash equivalents. However, the FDIC may not make all account holders whole in the event of future bank failures. In addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their accounts and assets held in their accounts may be substantially delayed. Any material loss that the Company may experience in the future or inability for a material time period to access our cash and cash equivalents could have an adverse effect on the Company’s ability to pay its operational expenses or make other payments, which could adversely affect the business. In order to mitigate this risk, the Company is currently participating in a liquidity management service that divides bank balances among multiple participating banks, offering FDIC insurance coverage beyond the standard limits. Major vendors are defined as those vendors having expenditures made by the Company which exceed 10% of the Company’s total cost of revenues. Concentrations of vendors were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ 2023 2022 Vendor A 35 % 41 % Vendor B 22 % — ​ Vendor C 21 % — ​ Vendor D — 13 % ​ Major customers are defined as those customers generating revenues for the Company which exceed 10% of the Company’s total recognized revenues. Concentrations of customers were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer A 12 % — ​ Major concentrations of customers with licensing receivables are defined as those customers with a licensing receivables balances for the Company which exceed 10% of the Company’s outstanding licensing receivables. Concentrations of customers with licensing receivables balance were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer B 100 % — ​ Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10,600,000 in Bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. The Company recorded an impairment of $4,000 and $5,065,413 on the digital assets during the years ended December 31, 2023, and 2022, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities to the Company of three months or less to be cash equivalents. As of December 31, 2023, and 2022, these cash equivalents consisted of certificate of deposits and/or treasury securities. Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of December 31, 2023, the allowance for doubtful accounts receivable was $273,333, which included a reserve of $29,536 related to receivables from theatrical distribution. As of December 31, 2022, the Company’s allowance for doubtful accounts receivable was $0. Physical Inventory Physical inventory consists of Apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content Angel Studios is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of December 31, 2023, and 2022. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows: ​ Office and computer equipment 3 years Production equipment ​ 1 year Leasehold improvements ​ 1 year Furniture and fixtures ​ 3 years Warehouse equipment ​ 3–5 years Computer software ​ 2 years ​ Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in the consolidated statements of operations. Content The Company produces content for Dry Bar Comedy shows that are recorded and streamed through various channels. The Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead. The Company amortizes the content assets in cost of revenues on the consolidated statements of operations over the period of use, which we estimate to be 10 years, beginning with the month of first availability. The amortization is calculated using the straight-line method. Intangible Assets Intangible assets consist of domain names the company has acquired and are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic useful lives of the domain names of approximately 30 years. Impairment of Long-Lived Assets Except for the digital assets write-down mentioned previously, no other significant write-downs occurred during the years ended December 31, 2023, and 2022. Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and adjusted will be reduced by any distributions received. Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Note receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of December 31, 2023, and 2022. Other Long-term Assets Other long-term assets mainly consist of security deposits that will be held for longer than one year and are recorded at fair value when paid and deferred tax assets. Any impairment in the other long-term assets will be recognized on the consolidated statement of operations. Accrued Liabilities Accrued expenses represent liabilities for goods or services received by the company as of the reporting date but for which invoices have not been received or processed. These expenses are recognized when all of the following conditions are met: there is a present obligation resulting from a past event (i.e., goods or services have been received), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably measured. Accrued expenses are recognized and measured based on the best estimate of the amount owed at the reporting date. Estimates are based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Deferred Financing Costs and Note Discount Angel Studios utilizes the services of VAS Portal, LLC d/b/a Angel Funding (“VAS Portal”), a Securities and Exchange Commission (“SEC”) registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority (“FINRA”), to facilitate crowdfunding of its projects. VAS Portal is operated independently of Angel Studios. For Funds raised through the VAS Portal, VAS Portal typically receives a fee of six percent (6%) of total funds raised for their services. The Company utilized the services of VAS Portal to raise P&A funds during 2023. Funds raised by the Company through the VAS Portal are accounted for as a note discount and are amortized to interest expense over the term of the underlying instrument using the effective interest method. For additional information, see Note 7. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of Topic 606, the Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the years ended December 31, 2023 and 2022 was $18,020,076 and $23,609,414 , respectively. Digital media revenue for the years ended December 31, 2023 and 2022 was $4,500,536 and $693,381 , respectively. Pay-it-forward Revenue Pay-it-forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay-it-forward revenues are reported as pay-it-forward revenue in the Consolidated Statements of Operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay-it-forward revenue (excluding theatrical pay-it-forward receipts) for the years ended December 31, 2023 and 2022 was $31,856,327 and $33,980,046, respectively. The Company also collects pay-it-forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical pay-it-forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s financial statements as deferred revenue. Deferred revenue will be recognized as pay-it-forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the years ended December 31, 2023, and 2022, the Company recognized $3,430,855 and $0, respectively, of pay-it-forward revenue specific to theatrical releases. As of December 31, 2023, and 2022, the Company had $850,225 and $0, respectively, of deferred revenue related to pay-it-forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months. Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the subscription period. Angel Guild revenue for the years ended December 31, 2023 and 2022 was $2,940,290 and $0, respectively. Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. The actual amounts due to us under these arrangements are typically not reported to us until several months after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the December 31, 2023 and 2022 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years. The typical period ranges around 3 years. As of December 31, 2023, and 2022, the Company had $71,658 and $364,896, respectively, of deferred revenue related to content licensing. This is expected to be recognized as revenue during the next 12 months. Content licensing revenue for the years ended December 31, 2023 and 2022 was $34,187,217 and $11,230,655, respectively. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative services performed for a related party, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the years ended December 31, 2023 and 2022 was $663,187 and $1,282,392, respectively. The following table presents the Company’s revenue recognized over time or at a point in time (as previously described) for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Point in time revenue ​ $ 198,201,716 ​ $ 73,927,248 Over time revenue ​ 4,235,600 ​ 1,589,314 Total revenue ​ $ 202,437,316 ​ $ 75,516,562 ​ Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the income statement in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided. Selling and Marketing Expenses Selling and marketing expenses represent costs incurred by the Company in promoting and selling its products or services. These expenses are recognized in the statement of operations in the period in which they are incurred. Components of selling and marketing expenses include advertising and promotional activities, salaries and benefits for sales and marketing personnel, travel and entertainment expenses related to sales and marketing activities, and costs of marketing materials. It also includes costs incurred by the Company to purchase movie tickets for giving away, which costs are offset by the pay-it-forward receipts the Company receives from customers who pay-it-forward for others to see the show. The total amount of pay-it-forward receipts that were offset against selling and marketing costs during the years ended December 31, 2023, and 2022, was $23,760,789 and $0, respectively. General and Administrative Expenses General and administrative expenses represent costs incurred by the Company that are not directly attributable to the production of goods or services. These expenses include, but are not limited to, salaries and benefits of administrative staff, office rent, utilities, office supplies, insurance, legal fees, and other overhead costs necessary to support the operations of the business. General and administrative expenses are recognized in the statement of operations in the period in which they are incurred. Expenses are measured at the fair value of the consideration given in exchange for goods or services received. Research and Development Expenses Research and development expenses consist primarily of payroll, software, and other related expenses for research and development personnel responsible for making improvements to the Company’s service offerings, including testing, and maintaining and modifying the user interface and infrastructure. These expenses are recognized in the statement of operations in the period in which they are incurred. Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the statements of operations over the period of service. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. Prepaid Expenses The Company incurs costs for goods or services that will be consumed in future accounting periods. These expenses are paid in advance before the corresponding benefits are received, and they are initially recorded as assets on the balance sheet. As the benefits are consumed or utilized, the prepaid assets are recognized as expenses on the income statement. Operating Leases The Company leases several office spaces which are accounted for as operating leases. Lease payments are due monthly and are based on the fixed terms of the leases. The lease terms expire at various dates through 2029 and provide for renewal options ranging from one year to five years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company determines if an arrangement is a lease at its inception. A rate implicit in the lease when readily determinable is used in arriving at the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at lease commencement date for all of its leases. Lease expense for operating leases is recognized on a straight-line basis.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Property and Equipment	2. Property and Equipment Property and equipment consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Computer equipment ​ $ 1,630,746 ​ $ 1,074,823 Leasehold improvements ​ 420,903 ​ 589,338 Computer software ​ 386,035 ​ 242,810 Furniture and fixtures ​ 355,764 ​ 338,134 Production equipment ​ 275,513 ​ 251,392 Warehouse equipment ​ 57,936 ​ 57,936 ​ ​ ​ 3,126,897 ​ ​ 2,554,433 Less accumulated depreciation and amortization ​ (1,914,841) ​ (1,222,786) ​ ​ $ 1,212,056 ​ $ 1,331,647 ​ Depreciation and amortization expense on property and equipment for the years ended December 31, 2023, and 2022, was $692,055 and $518,022, respectively.

Content Assets

Content Assets	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Content Assets	3. Content Assets Content assets consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Content ​ $ 1,639,251 ​ $ 1,325,397 Less accumulated amortization ​ (249,663) ​ (97,722) ​ ​ $ 1,389,588 ​ $ 1,227,675 ​ Amortization expense on content assets for the years ended December 31, 2023 and 2022, was $151,941 and $74,948, respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Intangible assets	4. Intangible Assets Intangible assets consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Domain names ​ $ 2,188,489 ​ $ 2,188,489 Less accumulated amortization ​ (201,299) ​ (128,350) ​ ​ $ 1,987,190 ​ $ 2,060,139 ​ Amortization expense on intangible assets for the years ended December 31, 2023, and 2022, was $72,949 and $72,950, respectively.

Accrued Settlement Costs

Accrued Settlement Costs	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Accrued Settlement Costs	5. Accrued Settlement Costs In September 2020, the Company recorded an expense on the statements of operations and an accrued settlement cost on the consolidated balance sheets of $5,297,359 because of a settlement from the chapter 11 bankruptcy case that was filed on October 18, 2017. The total amount due from litigation and the resulting bankruptcy case was $62,461,456 (the Settlement Note), however, as part of the settlement agreement, it was agreed that the $62,461,456 will be lowered to $9,900,000, payable over 14 years without interest, as long as the Company makes timely payments and there is no breach or violation of the settlement agreement that remains uncured. As a result of this settlement, and the Company’s plans to not break or violate the settlement agreement, the Company recorded an expense of $5,297,359 during the year ended December 31, 2020. The Company recorded the present value of $9,900,000 with an imputed interest rate of 10%. Payments of $176,786 are due quarterly. As of December 31, 2023, and 2022, the outstanding balance on the consolidated balance sheets is $4,625,854 and $4,855,859, respectively, and all payments are current. Because the Company had no uncured payment faults and did not default on its settlement promises through the date of this filing, the Company maintains the option to pay the remaining balance on the note, less a discount of $2,100,000. The Company can elect to extend this option through October 2025. The following table summarizes the scheduled maturities of short-term and long-term settlement costs for the five years subsequent to December 31, 2023: ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 253,882 2025 ​ 280,238 2026 ​ 309,331 2027 ​ 341,443 2028 ​ 376,890 Thereafter ​ 3,064,070 Total ​ $ 4,625,854 ​

Notes Receivable

Notes Receivable	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Notes Receivable	6. Notes Receivable On March 1, 2021, the Company entered into an agreement to sell substantially all the assets and liabilities of the Company’s content filtering service. As part of this transaction, the Company paid cash to the buyer to provide liquidity to the business and the buyer entered into a note with the Company and is required to pay $9,900,000 over 14 years, or $7,800,000 if paid within 5 years. If the buyer defaults under any of its obligations under the agreement, they will be required to transfer and assign all assets and liabilities back to the Company for no consideration. As of December 31, 2023, and 2022, the outstanding balance on the consolidated balance sheets is $4,743,727 and $4,962,617, respectively. In addition to the notes receivable from the sale of the filtering business, the Company enters into various notes receivables with filmmakers (the “filmmaker notes receivable”) for marketing and other purposes. The terms of these agreements are generally less than one year and non-interest bearing. The total amount of filmmaker notes receivable as of December 31, 2023, and 2022, was $465,860 and $1,970,674, respectively, which is included in current portion of notes receivable, on the consolidated balance sheets.

Notes Payable_2

Notes Payable	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Notes Payable	2. Notes Payable In November 2022, the Company entered into a print and advertising (“P&A”) loan agreement where the Company could draw up to $5.0 million related to print and advertising expenses incurred during the theatrical release of specific content. The maturity date of the note was March 31, 2023, and was payable along with a 10% coupon on the aggregate amount drawn. The loan principal and all outstanding interest were paid in full in March 2023. In June 2023, the Company closed on a round of crowdfunding for P&A expenses, in anticipation of the release of the Sound of Freedom film, in exchange for revenue participation rights of the film. The revenue participation rights allow each investor the right to receive an amount not to exceed 120% (initial investment plus a 20% return) of their crowdfunded amount. The investors have first priority on the cash receipts to the Company of the film and shall be paid in full before any other claims from the film are paid. The money raised was approximately $5.0 million. The payback date was based on the timing of cash collections from the theatrical run of the film and was payable, directly to the investors. The $5.0 million was recorded as notes payable and the 20% return was accrued over the term of the note and recorded as interest expense on the condensed consolidated statements of operations. Issuance costs for this raise were approximately $0.3 million, which was recorded as a note discount. As of December 31, 2023, the notes and interest had been repaid, and the note discount had been fully amortized. During 2023, the Company entered into several additional rounds of P&A expense raises with institutional investors, in anticipation of the release of several different films, in exchange for revenue participation rights of the films. The revenue participation rights allow each institutional investor the right to receive an amount not to exceed 110% (initial investment plus a 10% return) of their invested amount. The institutional investors have first priority on the cash receipts to the Company of the particular film they invested in and shall be paid in full before any other claims from the film are paid. The money raised was approximately $21.0 million which was recorded as notes payable and the 10% return was accrued over the term of the notes and recorded as interest expense on the condensed consolidated statements of operations. The payback dates were based on the timing of cash collections from the various theatrical runs of the films. There were no issuance costs related to these raises. As of December 31, 2023, $17.0 million of the notes and $1.7 million in related interest had been repaid. All remaining principal and interest was paid back in the first quarter of 2024. In February 2024, the Company entered into a revolving P&A loan agreement with a related-party. See Note 5 to the condensed consolidated financial statements included herein for further discussion. In May 2024, the Company entered into P&A loans totaling $3.0 million. The maturity date is dependent on the timing of cash collections from theatrical sales, licensing revenue, merchandise sales and other revenue. The principal balance is payable along with a 10% coupon on the total loans, and is expected to mature within the next year. On May 7, 2024, the Company entered into a short-term loan agreement for $0.5 million with a 10% interest rate and maturity date of 100 days. As of September 30, 2024, the note principal and interest had been repaid.	7. Notes Payable In November 2022, the Company entered into a print and advertising (“P&A”) loan agreement where the Company could draw up to $5,000,000 related to print and advertising expenses incurred during the theatrical release of specific content. The maturity date of the note was March 31, 2023, and was payable along with a 10% coupon on the aggregate amount drawn. As of December 31, 2022, the Company had drawn $2,000,000, which is recorded in notes payable on the consolidated balance sheet and recognized $200,000 of interest expense on the consolidated statements of operations. The loan principal and all outstanding interest were paid in full in March 2023. In June 2023, the Company closed on a round of crowdfunding for P&A expenses, in anticipation of the release of the Sound of Freedom film, in exchange for revenue participation rights of the film. The revenue participation rights allow each investor the right to receive an amount not to exceed 120% (initial investment plus a 20% return) of their crowdfunded amount. The investors have first priority on the cash receipts to the Company of the film and shall be paid in full before any other claims from the film are paid. The money raised was approximately $5 million. The payback date is based on the timing of cash collections from the theatrical run of the film and was payable, directly to the investors. The $5 million was recorded as notes payable and the 20% return was accrued over the term of the note and recorded as interest expense on the consolidated statements of operations. Issuance costs for this raise were approximately $300,000, which was recorded as a note discount. As of December 31, 2023, the notes and interest had been repaid, and the note discount had been fully amortized. For additional information on the related party nature of this note, see Note 12. During 2023, the Company entered into several additional rounds of P&A expense raises with institutional investors, in anticipation of the release of several different films, in exchange for revenue participation rights of the films. The money raised was approximately $20,985,000. The payback dates were based on the timing of cash collections from the various theatrical runs of the films and were payable along with a 10% coupon on the aggregate amount raised. There were no issuance costs related to these raises. As of December 31, 2023, $17,000,000 of the notes and $1,700,000 in related interest had been repaid, with the remaining amount repaid in February 2024.

Commitments and Contingencies_7

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies	Note 8. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount. On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021. The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate, 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. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit. Non-Redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed consolidated statements of operations. The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $1,209,879 . In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024.	Note 8. Registration rights The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such 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 Non-redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties. As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations. The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $934,906.
Angel Studios, Inc. CIK: 0001671941
Commitments and Contingencies	3. Commitments and Contingencies Legal Proceedings The Company currently is, and from time to time might again become, involved in litigation arising in the normal course of business. Litigation is necessary to defend the Company. The results of any current or future complex litigation matters cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, distraction of management and resources, and other factors. Additionally, these matters may change in the future as the litigation and factual discovery unfolds. Legal fees are expensed as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are received. The Company assesses whether there is a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred (“Material Loss”). If there is a reasonable possibility that a Material Loss may be incurred, the Company discloses an estimate or range of the amount of loss, either individually or in the aggregate, or discloses that an estimate of loss cannot be made. If a Material Loss occurs due to an unfavorable outcome in any legal matter, this may have an adverse effect on the condensed consolidated financial position, results of operations, and liquidity of the Company. The Company records a provision for each liability when determined to be probable, and the amount of the loss may be reasonably estimated. These provisions are reviewed annually and adjusted as additional information becomes available. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s condensed consolidated financial position, results from operations or liquidity. The actual amounts from the resolution of these matters could vary from management’s estimate. Mergers and Acquisitions In July 2022, the Company purchased an 8% interest in an entity that is partially owned by one or more of the Company’s directors, officers, and stockholders. This entity produces content for the Company’s platforms. The total purchase price was $1.7 million. In August 2023, the Company entered into negotiations to acquire this entity in full. While negotiations are ongoing, the Company agreed to fund the operations of the entity. The Company funded a total of $0.9 million in 2023. During the nine months ended September 30, 2024, the Company funded an additional $3.0 million related to supporting operations of the entity which was expensed by the Company. In August 2024, the Company agreed to a non-binding term sheet to acquire the rights related to a project currently under a content licensing agreement. The total purchase price was $30.0 million. The Company agreed to fund the operations of the entity until and following the completion of the acquisition. During the nine months ended September 30, 2024, the Company funded $1.2 million related to supporting operations of the entity which was expensed by the Company.	8. Commitments and Contingencies Litigation The Company is involved in legal proceedings from time to time arising in the normal course of business. The Company has received, and may in the future continue to receive, claims from third parties. Litigation is necessary to defend the Company. The results of any current or future complex litigation matters cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, distraction of management and resources, and other factors. Additionally, these matters may change in the future as the litigation and factual discovery unfolds. Legal fees are expensed as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are received. The Company assesses whether there is a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred (a Material Loss). If there is a reasonable possibility that a Material Loss may be incurred, the Company discloses an estimate or range of the amount of loss, either individually or in the aggregate, or discloses that an estimate of loss cannot be made. If a Material Loss occurs due to an unfavorable outcome in any legal matter, this may have an adverse effect on the consolidated financial position, results of operations, and liquidity of the Company. The Company records a provision for each liability when determined to be probable, and the amount of the loss may be reasonably estimated. These provisions are reviewed annually and adjusted as additional information becomes available. The Company is involved in various litigation matters and believes that any reasonably possible adverse outcome of these matters could potentially be material, either individually or in the aggregate, to the Company’s financial position, results of operations and liquidity. As of the date of this filing, management has determined an adverse outcome on one or more of the claims is unlikely and has not accrued any estimated losses related to these matters. Royalty Arrangements The Company enters into various licensing arrangements with filmmakers. The royalties on these arrangements are based on net profit of the film or show. Net profit is generally determined to be all revenues recognized by the Company that are derived from the exploitation of the film of show, less 1) all verified out-of-pocket distribution costs and expenses specific to the film or show and 2) all verifiable marketing related costs incurred for or in connection with the marketing of the film or show. Marketing expenses are typically capped at 25% of revenue, unless agreed upon in advance between the Company and the filmmaker. The royalties on net profits are generally split between the filmmaker and the Company, with two-thirds Operating Leases The Company has several non-cancelable office and warehouse leases that mature between February 28, 2024, and September 30, 2027, with monthly payments that escalate between 3%-5% each year. The following represents maturities of operating lease liabilities as of December 31, 2023: ​ ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 418,870 2025 ​ 364,701 2026 ​ 377,100 2027 ​ 281,442 Total Lease Payments ​ 1,442,113 Less: Interest ​ (116,329) Present value of lease liabilities ​ $ 1,325,784 ​ The weighted average remaining lease terms and interest rates were as follows as of December 31, 2023: ​ ​ ​ ​ ​ Lease Term and Discount Rate 2023 Weighted Average Remaining Lease Term (years) ​ Operating leases 3.56 ​ Weighted Average Discount Rate ​ Operating leases 4.60 % ​ Lease expense for operating leases was $744,246 and $538,005 for the years ended December 31, 2023, and 2022, respectively and included in general and administrative expenses on the consolidated statements of operations. Cash payments included in the measurement of operating lease liabilities for the years ended December 31, 2023, and 2022, were $734,890 and $466,534, respectively.

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Stock Options	9. Stock Options Stock Incentive Plan The Company’s 2014 Stock Incentive Plan (the Prior Plan), originally approved in 2014, provided for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, and shares of restricted stock. Under the terms of the Prior Plan, there were 4,587,956 shares of common stock authorized for grant to employees, officers, directors and consultants, as of December 31, 2022. In October 2023, the Company adopted the 2023 Stock Incentive Plan (the New Plan). The New Plan reserves a total of 5,775,000 shares of the Company’s Class F Common Stock for issuance thereunder, with 3,692,995 shares reserved as either options outstanding or shares exercised from awards granted under the Prior Plan, and further subject to the condition that the total number of shares issued thereunder shall not exceed 16.5% of the fully diluted outstanding shares of the Company’s common stock. Under the terms of the New Plan and including the reserved shares from the Prior Plan, there were 5,174,110 shares of common stock authorized for grant to employees, officers, directors and consultants, as of December 31, 2023. The Board of Directors determines the terms of each grant. As of the date of this report, the Company has only granted incentive stock options and nonqualified stock options. Generally, 25% of these options vest on the one ten Performance Equity Plan The Company’s Performance Equity Plan (the Performance Plan) was adopted in October 2023 and provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, and shares of restricted stock to certain of our employees, directors, and consultants. Awards made under the Performance Plan are subject to certain performance vesting criteria based on either (i) the Company’s stock price, as quoted on a publicly traded market or stock exchange, being equal to or greater than certain prices or (ii) the Company having at least two (2) consecutive independent stock price valuations completed on its common stock (and approved by the Board) that value the Company’s common stock at a price equal to or higher than the vesting stock price applicable to the award. The Performance Plan reserves a total of 2,797,466 shares of the Company’s Class C Common Stock for issuance. As of December 31, 2023, options exercisable for 924,692 shares of Class C Common Stock had been issued as part of the Performance Plan, with 1,872,774 shares of Class C Common Stock remaining available for issuance. The options typically have a contractual life of ten Stock-based compensation expense, related to options grants of both plans, for the years ended December 31, 2023, and 2022, was $1,031,656 and $1,503,969, respectively. As of December 31, 2023, and 2022, the Company had $7,977,220 and $1,951,694 respectively, of unrecognized stock-based compensation costs related to non-vested awards that will be recognized over a weighted-average period of 4.97 and 2.72 years, respectively. The Company uses an estimated 30% forfeiture rate. The following sets forth the outstanding common stock options for both the Stock Incentive Plan and the Performance Equity Plan and related activity for the years ended December 31, 2023, and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Exercise ​ Options Price Per Share Outstanding as of January 1, 2022 2,291,628 4.47 Granted 431,763 11.95 Exercised (77,011) 3.36 Forfeited (319,068) 8.90 Outstanding as of December 31, 2022 2,327,312 5.26 Granted 1,712,073 14.18 Exercised (197,656) 1.19 Forfeited (139,619) 10.78 Outstanding as of December 31, 2023 3,702,110 9.41 ​ The following summarizes information about stock options outstanding for both the Stock Incentive Plan and the Performance Equity Plan as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ ​ Number of Options ​ Contractual ​ Weighted Average ​ Number of Options ​ Weighted Average Outstanding Life (Years) Exercise Price Exercisable Exercise Price 33,311 0.46 ​ $ 0.18 33,311 ​ $ 0.18 10,000 0.84 ​ 0.30 10,000 ​ 0.30 602,218 5.56 ​ 0.32 601,278 ​ 0.32 43,500 1.44 ​ 0.50 43,500 ​ 0.50 49,000 2.56 ​ 0.82 49,000 ​ 0.82 286,944 7.21 ​ 3.42 243,494 ​ 3.42 430,060 7.62 ​ 8.63 269,996 ​ 8.63 235,300 7.84 ​ 8.90 128,012 ​ 8.90 331,878 8.67 ​ 11.95 237,106 ​ 11.95 1,679,899 9.61 ​ 14.18 52,986 ​ 14.18 3,702,110 8.04 ​ $ 9.41 1,668,683 ​ $ 4.88 ​ The fair value of each stock-based award granted from the Stock Incentive Plan was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Risk-free interest rate 3.63% – 4.86% ​ 2.85% – 3.67% ​ Expected stock price volatility 50% ​ 50% ​ Expected dividend yield 0% ​ 0% ​ Expected life of options 5 years ​ 5 years ​ ​ The fair value of each stock-based award granted from the Performance Equity Plan was estimated on the date of grant using the Monte-Carlo option-pricing model with the following assumptions as of December 31: ​ ​ ​ ​ ​ ​ 2023 Risk-free interest rate 4.81% ​ Expected stock price volatility 46% ​ Expected dividend yield 0% ​ Expected life of options 6.8 – 7.9 years ​ ​ No awards were granted from the Performance Equity Plan in 2022. As of December 31, 2023, and 2022, the aggregate intrinsic value of options outstanding was $17,658,438 and $15,510,235, respectively. As of December 31, 2022, and 2021, the aggregate intrinsic value of options exercisable was $15,511,710 and $13,242,315, respectively. Expected option lives and volatilities were based on historical data of the Company and comparable companies in the industry. The risk-free interest rate was calculated using similar rates published by the Federal Reserve. The Company has no plans to declare any future dividends.

Common Stock_2

Common Stock	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common Stock	Note 6. Stockholders’ Equity Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the First Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Second Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at September 30, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value, common stock. Holders of the Company’s common stock are entitled to one vote for each share. On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding. Accordingly, as of September 30, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding , of which 50,004 shares are held by the Sponsor and 1,499,996 were transferred to third party investors pursuant to the Non-Redemption Agreements. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.	Note 6. Preferred stock — Class A common stock — outstanding issued issued outstanding Class B common stock — issued issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.
Angel Studios, Inc. CIK: 0001671941
Common Stock	4. Common Stock The Company has authorized capital stock consisting of 85,000,000 shares of common stock, par value $0.001 per share, of which 27,500,000 shares have been designated as Class A Common Stock, 4,000,000 have been designated as Class B Common Stock, 38,000,000 have been designated as Class C Common Stock, and 15,500,000 have been designated as Class F Common Stock (collectively, the “Common Stock”). Loss per Share The following table represents the Company’s loss per share for the three and nine months ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ Net income (loss) attributable to controlling interests ​ $ (13,855,176) ​ $ 25,651,806 ​ $ (51,182,073) ​ $ 11,167,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average basic shares outstanding ​ 25,944,793 ​ 24,828,827 ​ 25,409,358 ​ 24,725,309 Effect of dilutive shares ​ — ​ 1,007,254 ​ — ​ 987,016 Weighted average diluted shares ​ 25,944,793 ​ 25,836,081 ​ 25,409,358 ​ 25,712,325 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic gain (loss) per share ​ $ (0.534) ​ $ 1.033 ​ $ (2.014) ​ $ 0.452 Diluted gain (loss) per share ​ $ (0.534) ​ $ 0.993 ​ $ (2.014) ​ $ 0.434 ​ Basic loss per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive. All potential common shares were anti-dilutive as a result of the Company’s net losses during the three and nine months ended September 30, 2024. If the Company had income during the three and nine months ended September 30, 2024, the number of dilutive shares should be 639,909 and 805,530 , respectively.	10. Common Stock The Company has authorized capital stock consisting of 85,000,000 shares of common stock, par value $0.001 per share of which 27,500,000 shares have been designated as Class A Common Stock, 4,000,000 have been designated as Class B Common Stock, 38,000,000 have been designated as Class C Common Stock, and 15,500,000 have been designated as Class F Common Stock (collectively, the “Common Stock”). Voting Rights Each outstanding share of Class A Common Stock and Class F Common Stock shall be entitled to five (5) votes on each matter to be voted on by the stockholders of the Company. Each outstanding share of Class B Common Stock shall be entitled to fifty-five (55) votes on each matter to be voted on by the stockholders of the Company. Each outstanding share of Class C Common Stock shall be entitled to 1 (one) vote on each matter to be voted on by the stockholders of the Company. The holders of each class of Common Stock vote together as a single class. However, the majority of the voting power of the outstanding shares of two of the following classes of stock: the Class F Common Stock, the Class A Common Stock, and the Class B Common Stock, each voting separately as a class, can vote to amend or repeal, or adopt any provision in the Company’s certificate of incorporation. Election of Directors So long as shares of Class A common stock, Class B common stock, and Class F common stock, each independent of one another, remain outstanding, holders of the class of common stock will have the ability to elect an equal number of directors. Currently, the Board consists of one (1) member elected by the Class A stockholders, one (1) member elected by the Class B stockholders, and one (1) member elected by the Class F stockholders. The other two (2) members of the board are elected by all stockholders of the company. Class C stockholders will gain the ability to elect a director once the total number of outstanding shares of Class C common stock exceeds five percent (5%). As of December 31, 2023, shares of Class C common stock only represented three percent (3%) of the outstanding shares of the Company. Liquidation Rights The holders of Common Stock outstanding shall be entitled to receive all of the assets and funds of the Company remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them. Dividends Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board, out of funds legally available, therefore. Identical Rights Holders of Common Stock shall have the same rights and privileges and rank equally with, and have identical rights and privileges as, holders of all other shares of the Common Stock, except with regard to voting rights as provided above. Voluntary and Automatic Conversion into Class C Common Stock Each one share of Class F Common Stock Class B Common Stock Class F Common Stock Class B Common Stock Conversion of Class A Common Stock into Class F Common Stock During 2022, current and prior employees and contractors with shares of Class A common stock elected to convert their Class A common stock into Class F common stock. Class F common stock is exclusively reserved for current and prior employees and contractors of the company. The transfer was made in accordance with the terms of the company’s Prior Plan, as amended, and articles of incorporation. The conversion of Class A common stock to Class F common stock has no impact on the overall number of outstanding shares of the company’s common stock. The conversion, and resulting ownership of Class F common stock rather than Class A common stock, affects the voting rights of the respective shareholders only in that, on matters where holders of common stock vote separately as a class, each respective shareholder will be entitled to vote as a holder of Class F common stock rather than as a holder of Class A common stock. Income per Share The following table represents the Company’s income per share for the years ending December 31: ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Numerator: ​ ​ Net Income (loss) attributable to controlling interests ​ $ 9,163,794 ​ $ (13,710,708) Denominator: ​ ​ Weighted average basic shares outstanding ​ 24,775,858 ​ 24,264,683 Effect of dilutive shares ​ 1,153,388 ​ 1,438,552 Weighted average diluted shares ​ 25,929,246 ​ 25,703,235 Basic earnings per share ​ $ 0.370 ​ $ (0.565) Diluted earning per share ​ $ 0.353 ​ $ (0.533) ​ The Company reports earnings per share in accordance with Accounting Standards Codification (ASC) 260-10. Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive.

Income Taxes_2_3

Income Taxes	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Income Taxes	Note 10. Income Taxes The Company utilized the discrete method for estimating its interim income tax provision. During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $24,220 and $138,344 , respectively, and our effective tax rate was 1.65% and 8.64% respectively. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $142,965 and $1,253,934 , respectively, and our effective tax rate was 107.94% and 30.70% , respectively. The effective tax rate differs from the Federal statutory tax rate of 21% due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2024.	Note 10. The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Capitalized start-up costs ​ $ 877,440 ​ $ 579,901 Net operating loss carryforward ​ 39,845 ​ ​ — Total deferred tax assets ​ 917,285 ​ 579,901 Valuation allowance ​ (861,760) ​ (211,887) Net deferred tax assets ​ ​ 55,525 ​ 368,014 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Accrued dividends on marketable securities held in Trust Account ​ ​ (55,525) ​ ​ (368,014) Total deferred tax liabilities ​ ​ (55,525) ​ ​ (368,014) Net deferred tax assets (liabilities) ​ $ — ​ $ — ​ The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 1,319,280 ​ $ 362,282 State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ (457,790) ​ 17,037 State ​ (192,083) ​ (13,143) Change in Valuation Allowance ​ 649,873 ​ (3,894) Income tax provision ​ $ 1,319,280 ​ $ 362,282 ​ As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $0 and $0, respectively, that may be carried forward indefinitely. As of December 31, 2023 and 2022, the Company has gross state net operating loss carryforwards of $570,536 and $0, respectively, which begin to expire in 2041. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $649,873 and $3,894, respectively. ​ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 ​ ​ The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2023 and 2022 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.
Angel Studios, Inc. CIK: 0001671941
Income Taxes		11. Income Taxes The provision for income taxes differs from the amount computed at federal statutory rates as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Federal income tax at statutory rates ​ $ 1,326,085 ​ $ (3,016,213) State income tax at statutory rates ​ (228,939) ​ (422,908) DTA adjustment ​ (115,470) ​ — Change in valuation allowance ​ (2,348,227) ​ 2,348,227 Federal tax credits ​ (1,216,878) ​ — Other ​ (114,006) ​ 325,709 ​ ​ $ (2,697,435) ​ $ (765,185) ​ Significant components of the Company’s net deferred income tax assets, which are included in other long-term assets on the consolidated balance sheets, are as follows as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net operating loss carryforwards ​ $ — ​ $ 1,044,440 Research and development ​ 3,787,461 ​ 1,108,958 Digital asset impairment ​ 1,920,228 ​ 1,919,244 Research and development credits ​ 229,867 ​ — Depreciation and amortization ​ (330,698) ​ (305,337) Accruals and reserves ​ (554,006) ​ (317,970) Deferred gain on sale ​ (1,052,533) ​ (1,101,108) Valuation allowance ​ — ​ (2,348,227) ​ ​ $ 4,000,319 ​ $ — ​ As of December 31, 2022, the Company had net operating loss (NOL) carryforwards available to offset future taxable income, of approximately $4,106,000. The utilization of the NOL carryforwards is subject to annual limitations under Section 382 of the Internal Revenue Code. Section 382 imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change.” In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. The Company used all available NOL carryforwards to offset taxable income during 2023. The Company has concluded that there are no significant uncertain tax positions requiring disclosure.

Related-Party Transactions_2

Related-Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related-Party Transactions	Note 5. Related Party Transactions Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000 . On November 25, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one -for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company had 1,550,000 shares of Class B common stock issued and outstanding. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding. Due to Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of September 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $236,233 , respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement. For the three and nine months ended September 30, 2024, the Company has paid $0 under the agreement. For the three and nine months ended September 30, 2023, the Company has paid $ 10,500 under the agreement. The Company has accrued $366,500 and $231,500 related to the unpaid amounts under the administrative support agreement as of September 30, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution As of September 30, 2024, the Sponsor made capital contributions of $1,353,228 to the Company to fund outstanding payments to the Company’s vendors. The Sponsor made $220,000 and $553,228 of contributions for the three and nine months ended September 30, 2024, respectively. The Sponsor made $0 of contributions for the three and nine months ended September 30, 2023. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.	Note 5. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of December 31, 2023 and 2022, the Company owed $236,233 and $244,550, respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services. For the year ended December 31, 2023 and 2022, the Company has paid $10,500 and $118,000 under the agreement, respectively. The Company has accrued $231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party account on the balance sheets for the year ended December 31, 2023. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $800,000 and zero, respectively, to the Company to fund outstanding payments to vendors. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.
Angel Studios, Inc. CIK: 0001671941
Related-Party Transactions	5. Related-Party Transactions The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers, and stockholders. During the the three months ended September 30, 2024 and 2023, the Company incurred expenses of $0.1 million and $0.3 million, respectively, to the related party for marketing services. During the nine months ended September 30, 2024 and 2023, the Company incurred expenses of $0.4 million and $0.6 million, respectively, to the related party for marketing services. In July 2021, the Company purchased a 50% interest in the entity that owns the building in which the Company leases its office space from. Lease payments made during the period of related party ownership were $0.1 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.4 milion and $0.3 million for the nine months ended September 30, 2024 and 2023, respectively. In August 2023, the Company entered into negotiations to purchase an entity that is partially owned by one or more of the Company’s directors, officers, and stockholders. See Note 3 to the condensed consolidated financial statements included herein for further discussion. In February 2024, the Company entered into a revolving P&A loan agreement with Angel P&A, LLC, a Delaware limited liability company (“Angel P&A”) that is 100% owned by one or more of the Company’s directors, officers, and stockholders. Angel P&A was set up for the specific purpose of raising up to $15.0 million in P&A funds for the Company to use for upcoming theatrical releases, in exchange for revenue participation rights of the films. The revenue participation rights allow Angel P&A the right to receive an amount not to exceed 110% (initial investment plus a 10% return) of their invested amount. Angel P&A has priority on the cash receipts to the Company of the particular film they invested in and shall be paid in full before any other claims, with the exception of crowdfunding P&A raised (if any) which would take first priority, from the film are paid. An initial draw of $10.0 million took place in March 2024 and was paid back in June 2024 along with the 10% return. A draw of $2.0 million was made in July 2024 and paid back in September 2024 along with the 10% return. Once Angel P&A receives the repayment on these notes, the interest portion will be distributed to the institutional investors and the original investment can either remain at Angel P&A for additional P&A loans needed by the Company or be returned to the institutional investors until the Company has further need of the funds. The commitment period between Angel P&A and the Company, and between Angel P&A and the investors, lasts through February 2027. Angel P&A has no employees and is not anticipated to incur any operating expenses. As of September 30, 2024, and December 31, 2023, $0 and $0 , respectively, of notes payable and related interest was due to Angel P&A.	12. Related-Party Transactions The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers, and stockholders. During the years ended December 31, 2023, and 2022, the Company incurred expenses of $990,310 and $1,659,328, respectively, to the related party for marketing services. As of December 31, 2022, the Company had a note receivable to an entity owned by one or more of the Company’s directors, officers and stockholders of approximately $60,000. The note was paid back in full in March 2023. During the years ended December 31, 2023, and 2022, the Company also recognized revenue of $0 and $45,000, respectively, from this entity for general and administrative services during the year. On January 2, 2019, the Company sold its wholly owned subsidiary VAS Portal, to a related party for $1. On September 28, 2020, the Company exercised its option to repurchase VAS Portal from the related party for $1, however, that transaction was not approved by the Financial Industry Regulation Authority, or FINRA. This entity is not consolidated with the Company as of December 31, 2023, and 2022. The Company utilizes the services of VAS Portal to facilitate crowdfunding of its projects. In June 2023, the Company utilized VAS Portal to facilitate the crowdfunding of a P&A note for one of the Company’s theatrical releases, Sound of Freedom. VAS Portal helped successfully raise $5 million and received a fee of six percent (6%), or $300,000, for its services. For additional information on the Company’s accounting treatment of this note, see Note 7. In July 2021, the Company purchased a 50% interest in the entity that owns the building it leases its office space from. Lease payments made during the period of related party ownership was $414,865 and $395,696 for years ended December 31, 2023, and 2022, respectively. In July 2022, the Company purchased an 8% interest in an entity, (“Tuttle Twins, LLC”), that is partially owned by one or more of the Company’s directors, officers, and stockholders for $1,703,141. This entity produces content for the Company’s platforms. The total purchase price was $1,747,980. During the years ended December 31, 2023, and 2022, the Company recognized expenses of $0 and $52,000, respectively, from this entity for marketing services and cost of goods sold. In 2023, the Company entered into negotiations to acquire this entity in full. While negotiations are ongoing, the Company agreed to enter into a series of promissory note agreements to fund the operations of the entity. The Company loaned a total of $900,000 at an annual rate of 7% interest, with all notes coming to maturity on March 31, 2024, and subsequent amended to May 31, 2024. Management does not currently expect to collect on the principal or interest related to the promissory notes, and, based on the terms of the preliminary acquisition agreement, determined to write-off the full balance of the notes as an operating expense in December 2023. ​

Subsequent Events_2_3_4

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events	Note 11. Subsequent Events On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company as funds available to it outside of the Trust Account. On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”). On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the Third Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. On October 21, 2024, the Company cancelled the Third Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 , in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”). Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Special Meeting were not processed. On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to: 1) reschedule the Third Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal. On November 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios. On November 13, 2024, the Company held the Third Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.	Note 11. In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024. In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties. On January 19, 2024, the Company paid $1,450,000 for 2023 estimated federal income taxes and $362,282 for outstanding 2022 federal income taxes. On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024. At the special meeting, the Company’s stockholders approved the extension proposal. In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. As a result of the redemptions, 1,163,113 shares of Class A common stock were issued outstanding ​ On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024. Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively. The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur. As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination. If the Company does not complete an initial Business Combination by such date, it will, 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 the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).
Angel Studios, Inc. CIK: 0001671941
Subsequent Events	6. Subsequent Events Subsequent events have been evaluated through November 14, 2024, which is the date the condensed consolidated financial statements were available to be issued. On September 30, 2024, the Company entered into a stock purchase agreement with Off the Chain, LP (“Off the Chain”), a leading bitcoin asset management firm, pursuant to which Off the Chain purchased an aggregate of 330,687 shares of Class C Common Stock, at a price of $30.24 per share, for an aggregate purchase price of $10.0 million, payable in bitcoin. The sale closed on October 10, 2024. The issuance of the Class C Common Stock was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Off the Chain is an “accredited investor” as defined in Regulation D, and the sale of the Class C Common Stock was made without general solicitation or advertising. No commissions were paid in connection with the sale of such securities. On October 1, 2024, the Company entered into a guaranty agreement on behalf of a filmmaker to guarantee the performance and payment of a secured note obligation up to $6.0 million. The note carries a coupon of 10% of the aggregate amount funded to the filmmaker. The note matures, along with coupon, on January 31, 2025 (the “Maturity Date”). As of the date of this Quarterly Report on Form 10-Q, the full $6.0 million of the facility had been drawn. If the filmmaker does not raise enough capital to repay the note, the Company would be required to repay the note and coupon on the Maturity Date. ​	13. Subsequent Events Subsequent events have been evaluated through May 13, 2024, which is the date the consolidated financial statements were available to be issued. The Company and Tuttle Twins, LLC (see Note 12) entered into five additional promissory note agreements with identical terms totaling $1,500,000. All principal balances were recorded as operating expenses. A $10 million funding line was secured for theatrical P&A spend in February 2024. The entire amount was drawn by the end of March 2024 to fund P&A expenses for one of the Company’s theatrical release. The maturity date of the notes are 80 days from the date of issuance (due in June 2024) and will payable along with a 10% coupon on the aggregate amount drawn. The Company renewed the lease for its corporate headquarters in January 2024, with the new lease term beginning on March 1, 2024 and ending after 60 months. The following schedule represents maturities of the operating lease liability for the renewed lease as of March 1, 2024: ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 347,280 2025 ​ 434,096 2026 ​ 455,798 2027 ​ 478,584 2028 ​ 502,512 2029 ​ 84,422 Total Lease Payments ​ 2,302,692 Less: Interest ​ (250,459) Present value of lease liabilities ​ $ 2,052,233 ​ In April 2023, the Company closed a common stock purchase agreement, under Regulation D, with a third party to acquire 141,004 shares of its Class C common stock for an aggregate amount of approximately $2 million ($14.18 per Class C share). In February 2024, the Company entered into a 10-year Director Employment Agreement (the “Director’s Agreement”) with Alejandro Monteverde (“Mr. Monteverde”). As part of the Director’s Agreement, Mr. Monteverde agrees to direct a minimum of five (5) potential feature-length theatrical motion pictures to be distributed by Angel Studios. To qualify as one of the five (5) required theatrical motion pictures, the motion picture directed and delivered by Mr. Monteverde must receive a “theatrical worthy” rating from the Angel Guild. Should the motion picture delivered not meet the threshold required to be considered “theatrical worthy”, the motion picture will not count towards the five (5) motion pictures required under the Director’s Agreement. The Director’s Agreement stipulates that Mr. Monteverde will become an employee of Angel Studios, with key responsibilities being 1) to attend, in person or via videoconference certain meetings wherein Mr. Monteverde will be asked for feedback and advice on other motion pictures that Angel Studios is distributing, 2) to review, consult, and recommend edits to scripts for other Angel Studios projects, 3) to review, consult, and recommend edits for Angel Studios projects in the post-production phase, 4) to mentor existing writers, directors, and producers working with Angel Studios on other projects, and 5) all other duties as outlined in the Director’s Agreement. For services performed, and for as long as Mr. Monteverde remains an employee of Angel Studios, Angel Studios will pay the following compensation as outlined in the Director’s Agreement: 1. Angel Studios will pay to Monteverde Films, Inc., an up front fee of $950,000 (the “Finder’s Fee”). The Finders Fee will be earned out over the first 52 weeks of the agreement, and should Mr. Monteverde no longer be employed by Angel Studios during the initial fifty-two (52) week period, the Finder’s fee shall be recoupable by Angel Studios in an amount equal to the weeks of unused service. 2. Mr. Monteverde will earn a salary during the first year of the Agreement of $50,000 , to be paid in accordance with Angel Studios standard payroll practices. 3. Mr. Monteverde’s salary will increase in year two (2) and year three (3) of the agreement to $600,000 per year. 4. Angel Studios has agreed to purchase a house for Mr. Monteverde with a retail value of between $4 - $5 million at a location of Mr. Monteverde’s choosing. Mr. Monteverde will earn ten percent ( 10% ) of the value of the house for each year of service under the Director’s Agreement, which ownership will be transferred to Mr. Monteverde on an annual basis. 5. Mr. Monteverde’s salary for years four (4) through ten (10) will be adjusted depending on the price of the house purchased, with the total compensation paid being equivalent on a net present value basis to $12 million, with $6 million being paid up front, and $6 million paid out monthly over the ten (10) year employment period. 6. Mr. Monteverde will be granted an option to purchase up to 116,000 shares of the Company’s Class F common stock at the fair market value of the shares at the time the option is approve and granted by the Board. These options will vest in 10 equal annual installments over the term of the Director’s Agreement for as long as Mr. Monteverde remains employed by the Company. 7. Mr. Monteverde will be granted an option to purchase up to 40,000 shares of the Company’s Class F common stock, at the fair market value of the shares at the time the option is approved and granted by the Board. Should Mr. Monteverde direct and deliver more than five (5) motion pictures for Angel Studios to distribute over the term of the Director’s Agreement, one-fifth (1/5th) or 8,000 options will vest for each motion picture delivered beyond the initial five (5) motion pictures, up to a maximum of ten (10) motion pictures.

Description of Organization _14

Description of Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentrations of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively.	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 had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022.
Angel Studios, Inc. CIK: 0001671941
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2023 included in the Company’s registration statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024, and amended on April 19, 2024, and May 13, 2024 (as amended, the “Form 10”). As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements.	Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. As of December 31, 2022, $3,094,538 of accrued licensing royalties has been broken out separately from accrued expenses on the consolidated balance sheets. This change had no impact on the total current liabilities of the Company as of December 31, 2022. This change had no impact on the total operating cash flow of the Company as of December 31, 2022. As of December 31, 2022, $33,980,046 of pay-it-forward revenue has been broken out separately from total revenue on the consolidated statements of operations. This change had no impact on total revenue of the Company as of December 31, 2022. As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (US GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.
Concentrations of Credit Risk		Concentrations of Credit Risk The Company’s cash is held in non-interest-bearing and interest-bearing accounts that may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of those amounts held in excess of such insurance limitations. For example, the FDIC took control of Silicon Valley Bank (SVB), where the Company held a portion of its cash and cash equivalents. The Federal Reserve subsequently announced that account holders would be made whole, and the Company once again received access to all of its cash and cash equivalents. However, the FDIC may not make all account holders whole in the event of future bank failures. In addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their accounts and assets held in their accounts may be substantially delayed. Any material loss that the Company may experience in the future or inability for a material time period to access our cash and cash equivalents could have an adverse effect on the Company’s ability to pay its operational expenses or make other payments, which could adversely affect the business. In order to mitigate this risk, the Company is currently participating in a liquidity management service that divides bank balances among multiple participating banks, offering FDIC insurance coverage beyond the standard limits. Major vendors are defined as those vendors having expenditures made by the Company which exceed 10% of the Company’s total cost of revenues. Concentrations of vendors were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ 2023 2022 Vendor A 35 % 41 % Vendor B 22 % — ​ Vendor C 21 % — ​ Vendor D — 13 % ​ Major customers are defined as those customers generating revenues for the Company which exceed 10% of the Company’s total recognized revenues. Concentrations of customers were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer A 12 % — ​ Major concentrations of customers with licensing receivables are defined as those customers with a licensing receivables balances for the Company which exceed 10% of the Company’s outstanding licensing receivables. Concentrations of customers with licensing receivables balance were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer B 100 % —
Digital Assets	Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10.6 million in bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. During the three and nine months ended September 30, 2024, an impairment was recognized of $1.5 thousand and $3.2 thousand, respectively. The Company sold bitcoin holdings with a total book value of $0.4 million for a net gain of $0.9 million during the three months ended September 30, 2024. The Company sold bitcoin holdings with a total book value of $0.5 million for a net gain of $1.6 million during the nine months ended September 30, 2024.	Digital Assets In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment of a portion of its cash in certain specified alternative reserve assets. Thereafter, the Company invested an aggregate of approximately $10,600,000 in Bitcoin (digital assets) under this policy as of December 31, 2021. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company will record an impairment of the digital asset during the reporting period if the fair value drops below the cost basis of the digital assets. The Company recorded an impairment of $4,000 and $5,065,413 on the digital assets during the years ended December 31, 2023, and 2022, respectively.
Cash and Cash Equivalents		Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities to the Company of three months or less to be cash equivalents. As of December 31, 2023, and 2022, these cash equivalents consisted of certificate of deposits and/or treasury securities.
Accounts Receivable	Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of September 30, 2024, the allowance for doubtful accounts receivable was $0.3 million. As of December 31, 2023, the Company’s allowance for doubtful accounts receivable was $0.3 million.	Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of December 31, 2023, the allowance for doubtful accounts receivable was $273,333, which included a reserve of $29,536 related to receivables from theatrical distribution. As of December 31, 2022, the Company’s allowance for doubtful accounts receivable was $0.
Physical Inventory	Physical Inventory Physical inventory consists of apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content the Company is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of September 30, 2024, and December 31, 2023.	Physical Inventory Physical inventory consists of Apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content Angel Studios is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical media inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical media inventory was necessary as of December 31, 2023, and 2022.
Property and Equipment		Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows: ​ Office and computer equipment 3 years Production equipment ​ 1 year Leasehold improvements ​ 1 year Furniture and fixtures ​ 3 years Warehouse equipment ​ 3–5 years Computer software ​ 2 years ​ Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in the consolidated statements of operations.
Content		Content The Company produces content for Dry Bar Comedy shows that are recorded and streamed through various channels. The Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead. The Company amortizes the content assets in cost of revenues on the consolidated statements of operations over the period of use, which we estimate to be 10 years, beginning with the month of first availability. The amortization is calculated using the straight-line method.
Intangible Assets		Intangible Assets Intangible assets consist of domain names the company has acquired and are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic useful lives of the domain names of approximately 30 years.
Impairment of Long-Lived Assets		Impairment of Long-Lived Assets Except for the digital assets write-down mentioned previously, no other significant write-downs occurred during the years ended December 31, 2023, and 2022.
Investments in Affiliates	Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and will be reduced by any distributions received.	Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are recorded under the cost method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the cost method, the Company’s investment is stated at cost and adjusted will be reduced by any distributions received.
Notes Receivable	Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Notes receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of September 30, 2024, and December 31, 2023.	Notes Receivable The Company enters into various notes receivables with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within 30 days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the receivables, and changes in payment schedules and histories. Note receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $0 as of December 31, 2023, and 2022.
Other Long-Term Assets		Other Long-term Assets Other long-term assets mainly consist of security deposits that will be held for longer than one year and are recorded at fair value when paid and deferred tax assets. Any impairment in the other long-term assets will be recognized on the consolidated statement of operations.
Accrued Liabilities		Accrued Liabilities Accrued expenses represent liabilities for goods or services received by the company as of the reporting date but for which invoices have not been received or processed. These expenses are recognized when all of the following conditions are met: there is a present obligation resulting from a past event (i.e., goods or services have been received), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably measured. Accrued expenses are recognized and measured based on the best estimate of the amount owed at the reporting date. Estimates are based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates.
Accrued Licensing Royalties	Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates.	Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates.
Deferred Financing Costs and Note Discount		Deferred Financing Costs and Note Discount Angel Studios utilizes the services of VAS Portal, LLC d/b/a Angel Funding (“VAS Portal”), a Securities and Exchange Commission (“SEC”) registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority (“FINRA”), to facilitate crowdfunding of its projects. VAS Portal is operated independently of Angel Studios. For Funds raised through the VAS Portal, VAS Portal typically receives a fee of six percent (6%) of total funds raised for their services. The Company utilized the services of VAS Portal to raise P&A funds during 2023. Funds raised by the Company through the VAS Portal are accounted for as a note discount and are amortized to interest expense over the term of the underlying instrument using the effective interest method. For additional information, see Note 7.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the three months ended September 30, 2024 and 2023, was $1.3 million and $3.5 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $3.9 million and $10.7 million, respectively. Digital media revenue for the three months ended September 30, 2024 and 2023, was $0.9 million and $0.4 million, respectively and for the nine months ended September 30, 2024 and 2023, was $2.0 million and $0.7 million, respectively. Pay it Forward Revenue Pay it Forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay it Forward revenues are reported as Pay it Forward revenue in the condensed consolidated statements of operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay it Forward revenue (excluding theatrical Pay it Forward receipts) for the three months ended September 30, 2024 and 2023, was $0.4 million and $4.4 million, respectively, and for the nine months ended September 30, 2024 and 2023, was $5.2 million and $27.5 million, respectively. The Company also collects Pay it Forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical Pay it Forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s condensed consolidated financial statements as deferred revenue. Deferred revenue will be recognized as Pay it Forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the three months ended September 30, 2024 and 2023, the Company recognized Pay it Forward revenue specific to theatrical releases of $1.3 million and $3.4 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0.1 million and $0.9 million, respectively, of deferred revenue related to Pay it Forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months . Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the membership period. Angel Guild revenue for the three months ended September 30, 2024 and 2023, was $9.0 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $21.3 million and $0.3 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $8.9 million and $2.4 million, respectively, of deferred revenue related to Angel Guild revenue. This is expected to be recognized as revenue during the next 12 months . Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of the Company’s content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the September 30, 2024 and 2023 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years . The typical period ranges around 3 years . Content licensing revenue for the three months ended September 30, 2024 and 2023, was $1.9 million and $2.5 million, respectively and for the nine months ended September 30, 2024 and 2023, was $12.9 million and $5.6 million, respectively. As of September 30, 2024, and December 31, 2023, the Company had $0 and $71.7 thousand, respectively, of deferred revenue related to content licensing. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the three months ended September 30, 2024 and 2023, was $0.3 million and $0.3 million, respectively and for the nine months ended September 30, 2024 and 2023, was $1.1 million and $0.5 million, respectively.	Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of Topic 606, the Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: Digital and Physical Media Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Physical media represents apparel, DVDs, Blu-rays, books, and other intellectual property. Digital delivery represents streaming-based delivery of content via the Company’s platforms. Revenue is recognized as products are delivered upon streaming, or upon shipment of physical media. Digital and physical media revenue is recognized at a point in time – when streamed digitally, or when physically shipped. Payment for digital and physical media revenue are due at the time of sale. Physical media revenue for the years ended December 31, 2023 and 2022 was $18,020,076 and $23,609,414 , respectively. Digital media revenue for the years ended December 31, 2023 and 2022 was $4,500,536 and $693,381 , respectively. Pay-it-forward Revenue Pay-it-forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay-it-forward revenues are reported as pay-it-forward revenue in the Consolidated Statements of Operations in accordance with ASC Topic 958, Not-for-Profit Entities. Pay-it-forward revenue (excluding theatrical pay-it-forward receipts) for the years ended December 31, 2023 and 2022 was $31,856,327 and $33,980,046, respectively. The Company also collects pay-it-forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets, (“ticket redemption expenses”), for people who may not have otherwise been able to watch the film. If total theatrical pay-it-forward payments are in excess of total ticket redemption expenses, the excess amount will initially be included on the Company’s financial statements as deferred revenue. Deferred revenue will be recognized as pay-it-forward revenue during a reporting period if future ticket redemption expenses are expected to be less than the deferred revenue balance. During the years ended December 31, 2023, and 2022, the Company recognized $3,430,855 and $0, respectively, of pay-it-forward revenue specific to theatrical releases. As of December 31, 2023, and 2022, the Company had $850,225 and $0, respectively, of deferred revenue related to pay-it-forward specific to theatrical release. This is expected to be redeemed with free or discounted tickets or recognized as revenue during the next 12 months. Angel Guild Revenue The Angel Guild is a membership that gives certain benefits, such as early access to certain content or the ability to vote on future content, to paying members. Members have the option to pay either on a monthly or annual basis and payments for memberships are initially recorded as deferred revenue. Revenue is recognized on a straight-line basis over the subscription period. Angel Guild revenue for the years ended December 31, 2023 and 2022 was $2,940,290 and $0, respectively. Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Payments for theatrical release revenue are generally due within 1 Content Licensing Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. The actual amounts due to us under these arrangements are typically not reported to us until several months after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the December 31, 2023 and 2022 periods have been immaterial. Sales or usage based licensing arrangements are generally due within a few months of the sale or usage occuring. Fixed fee and minimum guarantee licensing arrangements, that are less than one year, are generally due at the beginning of the arrangement. For certain multi-year licensing arrangements, payments may be due over a longer period and paid in monthly or quarterly installments. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. Content licensing arrangements can last between several months to up to 10 years. The typical period ranges around 3 years. As of December 31, 2023, and 2022, the Company had $71,658 and $364,896, respectively, of deferred revenue related to content licensing. This is expected to be recognized as revenue during the next 12 months. Content licensing revenue for the years ended December 31, 2023 and 2022 was $34,187,217 and $11,230,655, respectively. No allowance for doubtful accounts was determined necessary for receivables from content licensing. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative services performed for a related party, and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. Other revenue for the years ended December 31, 2023 and 2022 was $663,187 and $1,282,392, respectively. The following table presents the Company’s revenue recognized over time or at a point in time (as previously described) for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Point in time revenue ​ $ 198,201,716 ​ $ 73,927,248 Over time revenue ​ 4,235,600 ​ 1,589,314 Total revenue ​ $ 202,437,316 ​ $ 75,516,562
Cost of Revenues	Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the condensed consolidated statements of operations in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, film delivery costs, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided.	Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the income statement in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided.
Selling and Marketing Expenses		Selling and Marketing Expenses Selling and marketing expenses represent costs incurred by the Company in promoting and selling its products or services. These expenses are recognized in the statement of operations in the period in which they are incurred. Components of selling and marketing expenses include advertising and promotional activities, salaries and benefits for sales and marketing personnel, travel and entertainment expenses related to sales and marketing activities, and costs of marketing materials. It also includes costs incurred by the Company to purchase movie tickets for giving away, which costs are offset by the pay-it-forward receipts the Company receives from customers who pay-it-forward for others to see the show. The total amount of pay-it-forward receipts that were offset against selling and marketing costs during the years ended December 31, 2023, and 2022, was $23,760,789 and $0, respectively.
General and Administrative Expenses		General and Administrative Expenses General and administrative expenses represent costs incurred by the Company that are not directly attributable to the production of goods or services. These expenses include, but are not limited to, salaries and benefits of administrative staff, office rent, utilities, office supplies, insurance, legal fees, and other overhead costs necessary to support the operations of the business. General and administrative expenses are recognized in the statement of operations in the period in which they are incurred. Expenses are measured at the fair value of the consideration given in exchange for goods or services received.
Research and Development Expenses		Research and Development Expenses Research and development expenses consist primarily of payroll, software, and other related expenses for research and development personnel responsible for making improvements to the Company’s service offerings, including testing, and maintaining and modifying the user interface and infrastructure. These expenses are recognized in the statement of operations in the period in which they are incurred.
Stock-Based Compensation	Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the condensed consolidated statements of operations over the period of service.	Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the statements of operations over the period of service.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. As of September 30, 2024, and December 31, 2023, the Company had $8.4 million and $4.0 million, respectively, of deferred tax assets.	Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions.
Prepaid Expenses		Prepaid Expenses The Company incurs costs for goods or services that will be consumed in future accounting periods. These expenses are paid in advance before the corresponding benefits are received, and they are initially recorded as assets on the balance sheet. As the benefits are consumed or utilized, the prepaid assets are recognized as expenses on the income statement.
Operating Leases		Operating Leases The Company leases several office spaces which are accounted for as operating leases. Lease payments are due monthly and are based on the fixed terms of the leases. The lease terms expire at various dates through 2029 and provide for renewal options ranging from one year to five years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company determines if an arrangement is a lease at its inception. A rate implicit in the lease when readily determinable is used in arriving at the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at lease commencement date for all of its leases. Lease expense for operating leases is recognized on a straight-line basis.

Description of Organization _15

Description of Organization and Summary of Significant Accounting Policies (Tables) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023
Schedule of concentration risk of major vendors and customers	Major vendors are defined as those vendors having expenditures made by the Company which exceed 10% of the Company’s total cost of revenues. Concentrations of vendors were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ 2023 2022 Vendor A 35 % 41 % Vendor B 22 % — ​ Vendor C 21 % — ​ Vendor D — 13 % ​ Major customers are defined as those customers generating revenues for the Company which exceed 10% of the Company’s total recognized revenues. Concentrations of customers were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer A 12 % — ​ Major concentrations of customers with licensing receivables are defined as those customers with a licensing receivables balances for the Company which exceed 10% of the Company’s outstanding licensing receivables. Concentrations of customers with licensing receivables balance were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ 2023 2022 Customer B 100 % —
Schedule of estimated economic useful lives of the assets	​ Office and computer equipment 3 years Production equipment ​ 1 year Leasehold improvements ​ 1 year Furniture and fixtures ​ 3 years Warehouse equipment ​ 3–5 years Computer software ​ 2 years
Schedule of revenue recognized over time or at a point in time	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Point in time revenue ​ $ 198,201,716 ​ $ 73,927,248 Over time revenue ​ 4,235,600 ​ 1,589,314 Total revenue ​ $ 202,437,316 ​ $ 75,516,562

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Computer equipment ​ $ 1,630,746 ​ $ 1,074,823 Leasehold improvements ​ 420,903 ​ 589,338 Computer software ​ 386,035 ​ 242,810 Furniture and fixtures ​ 355,764 ​ 338,134 Production equipment ​ 275,513 ​ 251,392 Warehouse equipment ​ 57,936 ​ 57,936 ​ ​ ​ 3,126,897 ​ ​ 2,554,433 Less accumulated depreciation and amortization ​ (1,914,841) ​ (1,222,786) ​ ​ $ 1,212,056 ​ $ 1,331,647

Content Assets (Tables)

Content Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Schedule of content assets	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Content ​ $ 1,639,251 ​ $ 1,325,397 Less accumulated amortization ​ (249,663) ​ (97,722) ​ ​ $ 1,389,588 ​ $ 1,227,675

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Schedule of finite lived intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Domain names ​ $ 2,188,489 ​ $ 2,188,489 Less accumulated amortization ​ (201,299) ​ (128,350) ​ ​ $ 1,987,190 ​ $ 2,060,139

Accrued Settlement Cost (Tables

Accrued Settlement Cost (Tables)	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Schedule of short term and long term maturities of settlement costs	The following table summarizes the scheduled maturities of short-term and long-term settlement costs for the five years subsequent to December 31, 2023: ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 253,882 2025 ​ 280,238 2026 ​ 309,331 2027 ​ 341,443 2028 ​ 376,890 Thereafter ​ 3,064,070 Total ​ $ 4,625,854 ​

Commitments and Contingencies_8

Commitments and Contingencies (Tables) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023
Schedule representing maturities of the operating lease liability	​ ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 418,870 2025 ​ 364,701 2026 ​ 377,100 2027 ​ 281,442 Total Lease Payments ​ 1,442,113 Less: Interest ​ (116,329) Present value of lease liabilities ​ $ 1,325,784
Summary of weighted average remaining lease terms and interest rates	​ ​ ​ ​ ​ Lease Term and Discount Rate 2023 Weighted Average Remaining Lease Term (years) ​ Operating leases 3.56 ​ Weighted Average Discount Rate ​ Operating leases 4.60 %

Stock Options (Tables)

Stock Options (Tables) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023
Stock Options
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Exercise ​ Options Price Per Share Outstanding as of January 1, 2022 2,291,628 4.47 Granted 431,763 11.95 Exercised (77,011) 3.36 Forfeited (319,068) 8.90 Outstanding as of December 31, 2022 2,327,312 5.26 Granted 1,712,073 14.18 Exercised (197,656) 1.19 Forfeited (139,619) 10.78 Outstanding as of December 31, 2023 3,702,110 9.41
Schedule of exercise price range of outstanding and exercisable options	The following summarizes information about stock options outstanding for both the Stock Incentive Plan and the Performance Equity Plan as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ ​ Number of Options ​ Contractual ​ Weighted Average ​ Number of Options ​ Weighted Average Outstanding Life (Years) Exercise Price Exercisable Exercise Price 33,311 0.46 ​ $ 0.18 33,311 ​ $ 0.18 10,000 0.84 ​ 0.30 10,000 ​ 0.30 602,218 5.56 ​ 0.32 601,278 ​ 0.32 43,500 1.44 ​ 0.50 43,500 ​ 0.50 49,000 2.56 ​ 0.82 49,000 ​ 0.82 286,944 7.21 ​ 3.42 243,494 ​ 3.42 430,060 7.62 ​ 8.63 269,996 ​ 8.63 235,300 7.84 ​ 8.90 128,012 ​ 8.90 331,878 8.67 ​ 11.95 237,106 ​ 11.95 1,679,899 9.61 ​ 14.18 52,986 ​ 14.18 3,702,110 8.04 ​ $ 9.41 1,668,683 ​ $ 4.88
2023 Stock Incentive Plan
Stock Options
Schedule of fair value assumptions used for stock options	​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Risk-free interest rate 3.63% – 4.86% ​ 2.85% – 3.67% ​ Expected stock price volatility 50% ​ 50% ​ Expected dividend yield 0% ​ 0% ​ Expected life of options 5 years ​ 5 years ​
2023 Performance Equity Plan
Stock Options
Schedule of fair value assumptions used for stock options	​ ​ ​ ​ ​ ​ 2023 Risk-free interest rate 4.81% ​ Expected stock price volatility 46% ​ Expected dividend yield 0% ​ Expected life of options 6.8 – 7.9 years ​

Common Stock (Tables)_2

Common Stock (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of loss per share	​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​	​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2023 Net income ​ $ 2,729,602 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,690,348) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Class A Class A and Class B ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 4,150,065 ​ 5,750,000 ​ 9,900,065 ​ Weighted average shares ratio ​ 68 % ​ 32 % ​ 100 % Net income allocated based on ownership percentage ​ $ 1,865,473 ​ $ 864,129 ​ $ 2,729,602 ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,563,487 ​ ​ 724,242 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (4,584,183) ​ ​ (2,123,495) ​ ​ (6,707,678) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (2,287,729) ​ — ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,707,678 ​ — ​ 6,707,678 ​ Total income (loss) based on ownership percentage ​ $ 3,264,726 ​ $ (535,124) ​ $ 2,729,602 ​ Weighted average shares outstanding ​ 12,413,050 ​ 5,750,000 ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.26 ​ $ (0.09) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares ​ Non-redeemable Shares ​ Total ​ Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income (loss) based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​
Angel Studios, Inc. CIK: 0001671941
Schedule of loss per share	The following table represents the Company’s loss per share for the three and nine months ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ Net income (loss) attributable to controlling interests ​ $ (13,855,176) ​ $ 25,651,806 ​ $ (51,182,073) ​ $ 11,167,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average basic shares outstanding ​ 25,944,793 ​ 24,828,827 ​ 25,409,358 ​ 24,725,309 Effect of dilutive shares ​ — ​ 1,007,254 ​ — ​ 987,016 Weighted average diluted shares ​ 25,944,793 ​ 25,836,081 ​ 25,409,358 ​ 25,712,325 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic gain (loss) per share ​ $ (0.534) ​ $ 1.033 ​ $ (2.014) ​ $ 0.452 Diluted gain (loss) per share ​ $ (0.534) ​ $ 0.993 ​ $ (2.014) ​ $ 0.434	The following table represents the Company’s income per share for the years ending December 31: ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Numerator: ​ ​ Net Income (loss) attributable to controlling interests ​ $ 9,163,794 ​ $ (13,710,708) Denominator: ​ ​ Weighted average basic shares outstanding ​ 24,775,858 ​ 24,264,683 Effect of dilutive shares ​ 1,153,388 ​ 1,438,552 Weighted average diluted shares ​ 25,929,246 ​ 25,703,235 Basic earnings per share ​ $ 0.370 ​ $ (0.565) Diluted earning per share ​ $ 0.353 ​ $ (0.533)

Income Taxes (Tables)_2

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Schedule of income tax amount reconciliation	​ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 ​
Schedule of significant components of company's net deferred income tax assets	The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Capitalized start-up costs ​ $ 877,440 ​ $ 579,901 Net operating loss carryforward ​ 39,845 ​ ​ — Total deferred tax assets ​ 917,285 ​ 579,901 Valuation allowance ​ (861,760) ​ (211,887) Net deferred tax assets ​ ​ 55,525 ​ 368,014 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Accrued dividends on marketable securities held in Trust Account ​ ​ (55,525) ​ ​ (368,014) Total deferred tax liabilities ​ ​ (55,525) ​ ​ (368,014) Net deferred tax assets (liabilities) ​ $ — ​ $ —
Angel Studios, Inc. CIK: 0001671941
Schedule of income tax amount reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Federal income tax at statutory rates ​ $ 1,326,085 ​ $ (3,016,213) State income tax at statutory rates ​ (228,939) ​ (422,908) DTA adjustment ​ (115,470) ​ — Change in valuation allowance ​ (2,348,227) ​ 2,348,227 Federal tax credits ​ (1,216,878) ​ — Other ​ (114,006) ​ 325,709 ​ ​ $ (2,697,435) ​ $ (765,185)
Schedule of significant components of company's net deferred income tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net operating loss carryforwards ​ $ — ​ $ 1,044,440 Research and development ​ 3,787,461 ​ 1,108,958 Digital asset impairment ​ 1,920,228 ​ 1,919,244 Research and development credits ​ 229,867 ​ — Depreciation and amortization ​ (330,698) ​ (305,337) Accruals and reserves ​ (554,006) ​ (317,970) Deferred gain on sale ​ (1,052,533) ​ (1,101,108) Valuation allowance ​ — ​ (2,348,227) ​ ​ $ 4,000,319 ​ $ —

Subsequent Events (Tables)

Subsequent Events (Tables) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023
Subsequent Events
Schedule representing maturities of the operating lease liability for the renewed lease	​ ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 418,870 2025 ​ 364,701 2026 ​ 377,100 2027 ​ 281,442 Total Lease Payments ​ 1,442,113 Less: Interest ​ (116,329) Present value of lease liabilities ​ $ 1,325,784
Subsequent Event
Subsequent Events
Schedule representing maturities of the operating lease liability for the renewed lease	The following schedule represents maturities of the operating lease liability for the renewed lease as of March 1, 2024: ​ ​ ​ ​ Year Ending December 31: Amount 2024 ​ $ 347,280 2025 ​ 434,096 2026 ​ 455,798 2027 ​ 478,584 2028 ​ 502,512 2029 ​ 84,422 Total Lease Payments ​ 2,302,692 Less: Interest ​ (250,459) Present value of lease liabilities ​ $ 2,052,233

Description of Organization _16

Description of Organization and Summary of Significant Accounting Policies (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Summary of Significant Accounting Policies
Bitcoin (digital assets)			$ 2,961,790	$ 2,846,825	$ 10,600,000
Financing receivable, threshold period past due			30 days
Allowance for doubtful accounts receivable	$ 300,000	$ 300,000	$ 273,333	0
Reserve for physical media inventory	0	0	0	0
Impairment of intangible assets	1,500	3,200	$ 4,000	5,065,413
Total book value	400,000	500,000
Net gain	900,000	1,600,000
Amortization period of content assets			10 years
Estimated economic useful lives of the domain names			30 years
Impairment of long lived assets write-down			$ 0	0
Allowance for doubtful notes receivable	$ 0	$ 0	0	0
Pay-it-forward receipts offset against selling and marketing costs			23,760,789	$ 0
Theatrical Release Revenue
Description of Organization and Summary of Significant Accounting Policies
Reserve for physical media inventory			$ 29,536
Minimum
Description of Organization and Summary of Significant Accounting Policies
Renewal term			1 year
Maximum
Description of Organization and Summary of Significant Accounting Policies
Renewal term			5 years

Description of Organization _17

Description of Organization and Summary of Significant Accounting Policies - Concentrations of credit risk (Details) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cost of revenue | Supplier concentration risk | Vendor A
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	35%	41%
Cost of revenue | Supplier concentration risk | Vendor B
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	22%
Cost of revenue | Supplier concentration risk | Vendor C
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	21%
Cost of revenue | Supplier concentration risk | Vendor D
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage		13%
Total revenue | Customer concentration risk | Customer A
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	12%
Licensing receivables | Customer concentration risk | Customer B
Description of Organization and Summary of Significant Accounting Policies
Concentration risk percentage	100%

Description of Organization _18

Description of Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023
Office and computer equipment
Property and Equipment
Useful life (in years)	3 years
Production equipment
Property and Equipment
Useful life (in years)	1 year
Leasehold improvements
Property and Equipment
Useful life (in years)	1 year
Furniture and fixtures
Property and Equipment
Useful life (in years)	3 years
Warehouse equipment | Minimum
Property and Equipment
Useful life (in years)	3 years
Warehouse equipment | Maximum
Property and Equipment
Useful life (in years)	5 years
Computer software
Property and Equipment
Useful life (in years)	2 years

Description of Organization _19

Description of Organization and Summary of Significant Accounting Policies - Revenue Recognition (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Description of Organization and Summary of Significant Accounting Policies
Percentage of fund raising service fees					6%
Accrued licensing royalties	$ 18,925,247		$ 18,925,247		$ 25,958,085	$ 3,094,538
Total revenue	20,121,166	$ 113,022,154	65,485,798	$ 152,490,595	202,437,316	75,516,562
Deferred revenue	10,044,834		10,044,834		3,920,648	633,635
Digital Media Revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue	900,000	400,000	2,000,000	700,000	4,500,536	693,381
Physical Media Revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue	1,300,000	3,500,000	3,900,000	10,700,000	18,020,076	23,609,414
Pay it Forward revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue	$ 1,704,667	7,790,459	$ 6,492,899	30,882,355	35,287,182	33,980,046
Pay it Forward revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Description of Organization and Summary of Significant Accounting Policies
Amount expected to be recognized as revenue	12 months		12 months
Pay-it-forward revenue excluding theatrical
Description of Organization and Summary of Significant Accounting Policies
Total revenue					31,856,327
Pay-it-forward revenue related to theatrical releases
Description of Organization and Summary of Significant Accounting Policies
Total revenue	$ 1,300,000	3,400,000			3,430,855	0
Deferred revenue	100,000		$ 100,000		$ 850,225	0
Pay-it-forward revenue related to theatrical releases | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Description of Organization and Summary of Significant Accounting Policies
Amount expected to be recognized as revenue					12 months
Angel Guild Revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue	9,000,000	300,000	21,300,000	300,000	$ 2,940,290	0
Deferred revenue	$ 8,900,000		$ 8,900,000		2,400,000
Angel Guild Revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Description of Organization and Summary of Significant Accounting Policies
Amount expected to be recognized as revenue	12 months		12 months
Theatrical Release Revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue	$ 4,900,000	98,300,000	$ 17,800,000	103,800,000	106,838,828	4,720,674
Theatrical Release Revenue | Maximum
Description of Organization and Summary of Significant Accounting Policies
Period of theatrical release revenue payments due			2 months
Theatrical Release Revenue | Minimum
Description of Organization and Summary of Significant Accounting Policies
Period of theatrical release revenue payments due			1 month
Content Licensing
Description of Organization and Summary of Significant Accounting Policies
Total revenue	1,900,000	2,500,000	$ 12,900,000	5,600,000	34,187,217	11,230,655
Deferred revenue	0		0		$ 71,658	364,896
Allowance for doubtful accounts	0		$ 0
Term of agreements			3 years		3 years
Content Licensing | Maximum
Description of Organization and Summary of Significant Accounting Policies
Period of sales or usage-based licensing arrangements			1 year
Term of agreements			10 years		10 years
Other revenues
Description of Organization and Summary of Significant Accounting Policies
Total revenue	$ 300,000	$ 300,000	$ 1,100,000	$ 500,000	$ 663,187	$ 1,282,392

Description of Organization _20

Description of Organization and Summary of Significant Accounting Policies - Other revenue (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Description of Organization and Summary of Significant Accounting Policies
Total revenue	$ 20,121,166	$ 113,022,154	$ 65,485,798	$ 152,490,595	$ 202,437,316	$ 75,516,562
Point in time revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue					198,201,716	73,927,248
Over time revenue
Description of Organization and Summary of Significant Accounting Policies
Total revenue					$ 4,235,600	$ 1,589,314

Property and Equipment (Details

Property and Equipment (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2024
Property and Equipment
Property and equipment, gross	$ 3,126,897	$ 2,554,433
Less accumulated depreciation and amortization	(1,914,841)	(1,222,786)
Property and equipment, net	1,212,056	1,331,647	$ 911,583
Depreciation and amortization expense	692,055	518,022
Computer equipment
Property and Equipment
Property and equipment, gross	1,630,746	1,074,823
Leasehold improvements
Property and Equipment
Property and equipment, gross	420,903	589,338
Computer software
Property and Equipment
Property and equipment, gross	386,035	242,810
Furniture and fixtures
Property and Equipment
Property and equipment, gross	355,764	338,134
Production equipment
Property and Equipment
Property and equipment, gross	275,513	251,392
Warehouse equipment
Property and Equipment
Property and equipment, gross	$ 57,936	$ 57,936

Content Assets (Details)

Content Assets (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Content	$ 1,639,251	$ 1,325,397
Less accumulated amortization	(249,663)	(97,722)
Content, net	1,389,588	1,227,675
Amortization of content assets	$ 151,941	$ 74,948

Intangible Assets (Details)

Intangible Assets (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible assets, gross	$ 2,188,489	$ 2,188,489
Less accumulated amortization	(201,299)	(128,350)
Intangible assets, net	1,987,190	2,060,139
Amortization expense on intangible assets	$ 72,949	$ 72,950

Accrued Settlement Costs (Detai

Accrued Settlement Costs (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2023	Dec. 31, 2020	Dec. 31, 2022
Accrued settlement costs	$ 5,297,359	$ 4,625,854		$ 4,855,859
Litigation liability	62,461,456
Litigation liability upon timely payments and no breach or violation	$ 9,900,000	$ 9,900,000
Litigation liability payment period without interest	14 years
Litigation settlement expense			$ 5,297,359
Imputed interest rate		10%
Payments due quarterly		$ 176,786
Discount amount		$ 2,100,000

Accrued Settlement Cost - Settl

Accrued Settlement Cost - Settlement cost maturities (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023 USD ($)
Short term and long term maturities of settlement cost
2024	$ 253,882
2025	280,238
2026	309,331
2027	341,443
2028	376,890
Thereafter	3,064,070
Total	$ 4,625,854

Notes Receivable (Details)

Notes Receivable (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	Mar. 01, 2021	Dec. 31, 2023	Dec. 31, 2022
Filtering Business notes receivable
Notes Receivable
Notes receivable, outstanding balance		$ 4,743,727	$ 4,962,617
Filmmaker notes receivable
Notes Receivable
Notes receivable, outstanding balance		$ 465,860	$ 1,970,674
Payment made over 14 years | Filtering Business notes receivable
Notes Receivable
Notes receivable under the agreement	$ 9,900,000
Term of notes receivable	14 years
Payment made within 5 years | Filtering Business notes receivable
Notes Receivable
Notes receivable under the agreement	$ 7,800,000
Term of notes receivable	5 years

Notes Payable (Details)_2

Notes Payable (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	May 07, 2024	May 31, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Nov. 30, 2022	Nov. 22, 2022
Notes Payable
Coupon rate (in percent)	10%
Interest expense				$ 452,177	$ 3,005,434	$ 1,969,247	$ 3,340,622	$ 3,657,958	$ 694,374
Receipt of notes payable						17,043,019	24,710,485	28,911,394	2,000,000
Issuance costs							305,271	305,271
Paid back amount						18,562,356	$ 26,775,579	26,751,117
Notes payable				$ 3,168,729		$ 3,168,729		$ 4,160,277	2,000,000
Short-term loan agreement	$ 500,000
Term of repayment	100 days
Print and advertising loan agreement
Notes Payable
Maximum borrowing capacity									2,000,000		$ 5,000,000	$ 5,000,000
Coupon rate (in percent)		10%								10%	10%
Interest expense									$ 200,000
Receipt of notes payable		$ 3,000,000
Print and advertising expense raises with individual investor
Notes Payable
Maximum Revenue participation rights payable (in percent)			120%
Rate of return on initial investment (in percent)			20%
Receipt of notes payable			$ 5,000,000
Issuance costs			300,000
Notes payable			$ 5,000,000
P&A expense raises with institutional investors
Notes Payable
Maximum Revenue participation rights payable (in percent)								110%
Rate of return on initial investment (in percent)								10%
Receipt of notes payable								$ 20,985,000
Issuance costs								0
Paid back amount								17,000,000
Repayment of interest								$ 1,700,000

Commitments and Contingencies_9

Commitments and Contingencies - Royalty Arrangements (Details)	12 Months Ended
	Dec. 31, 2023
Angel Studios, Inc. CIK: 0001671941
Filmmakers' share of royalties on net profits	0.6667%

Commitments and Contingencie_10

Commitments and Contingencies - Maturities of operating lease liabilities (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023 USD ($)
Maturities of operating lease liabilities
2024	$ 418,870
2025	364,701
2026	377,100
2027	281,442
Total Lease Payments	1,442,113
Less: Interest	(116,329)
Present value of lease liabilities	$ 1,325,784

Commitments and Contingencie_11

Commitments and Contingencies - Weighted average remaining lease terms and interest rates (Details) - Angel Studios, Inc. CIK: 0001671941	Dec. 31, 2023
Weighted Average Remaining Lease Term (years)	3 years 6 months 21 days
Weighted Average Discount Rate	4.60%

Commitments and Contingencie_12

Commitments and Contingencies (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Lease expense for operating leases	$ 744,246	$ 538,005
Operating Lease, Payments	$ 734,890	$ 466,534
Minimum
Commitments and Contingencies [Line Items]
Escalation of monthly lease payments	3%
Maximum
Commitments and Contingencies [Line Items]
Escalation of monthly lease payments	5%

Stock Options - Stock Incentive

Stock Options - Stock Incentive Plan (Details) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023 shares	Oct. 31, 2023 item shares	Dec. 31, 2022 shares
2014 Stock Incentive Plan
Stock Options
Number of shares authorized for grant			4,587,956
2023 Stock Incentive Plan
Stock Options
Number of shares authorized for grant	5,174,110
Threshold shares issuable, percentage		16.50%
Option contractual life	10 years
2023 Stock Incentive Plan | Class F
Stock Options
Total number of shares reserved for future issuance		5,775,000
Common shares reserved as options outstanding or exercised from prior plan		3,692,995
Number of shares available for grant	792,105		782,298
2023 Stock Incentive Plan | Vesting tranche one
Stock Options
Option Vesting percentage	25%
Option vesting period	1 year
2023 Performance Equity Plan
Stock Options
Option contractual life	10 years
Minimum number of stock price valuation | item		2
2023 Performance Equity Plan | Class C
Stock Options
Total number of shares reserved for future issuance		2,797,466
Number of shares available for grant	1,872,774
Number of options exercisable	924,692

Stock Options - Compensation co

Stock Options - Compensation costs (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock-based compensation expense	$ 1,031,656	$ 1,503,969
Unrecognized stock-based compensation costs	$ 7,977,220	$ 1,951,694
Weighted-average recognition period	4 years 11 months 19 days	2 years 8 months 19 days
Estimated forfeiture rate	30%

Stock Options - Activity (Detai

Stock Options - Activity (Details) - Angel Studios, Inc. CIK: 0001671941 - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Options
Outstanding beginning	2,327,312	2,291,628
Granted	1,712,073	431,763
Exercised	(197,656)	(77,011)
Forfeited	(139,619)	(319,068)
Outstanding ending	3,702,110	2,327,312
Weighted Average Exercise Price Per Share
Outstanding beginning	$ 5.26	$ 4.47
Granted	14.18	11.95
Exercised	1.19	3.36
Forfeited	10.78	8.9
Outstanding ending	$ 9.41	$ 5.26

Stock Options - Exercise price

Stock Options - Exercise price ranges (Details) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Stock options outstanding as of December 31
Number of Options Outstanding | shares	3,702,110
Weighted Average Remaining Contractual Life (Years)	8 years 14 days
Weighted Average Exercise Price | $ / shares	$ 9.41
Number of Options Exercisable | shares	1,668,683
Weighted Average Exercise Price | $ / shares	$ 4.88
Exercise price, range 1
Stock options outstanding as of December 31
Number of Options Outstanding | shares	33,311
Weighted Average Remaining Contractual Life (Years)	5 months 15 days
Weighted Average Exercise Price | $ / shares	$ 0.18
Number of Options Exercisable | shares	33,311
Weighted Average Exercise Price | $ / shares	$ 0.18
Exercise price, range 2
Stock options outstanding as of December 31
Number of Options Outstanding | shares	10,000
Weighted Average Remaining Contractual Life (Years)	10 months 2 days
Weighted Average Exercise Price | $ / shares	$ 0.3
Number of Options Exercisable | shares	10,000
Weighted Average Exercise Price | $ / shares	$ 0.3
Exercise price, range 3
Stock options outstanding as of December 31
Number of Options Outstanding | shares	602,218
Weighted Average Remaining Contractual Life (Years)	5 years 6 months 21 days
Weighted Average Exercise Price | $ / shares	$ 0.32
Number of Options Exercisable | shares	601,278
Weighted Average Exercise Price | $ / shares	$ 0.32
Exercise price, range 4
Stock options outstanding as of December 31
Number of Options Outstanding | shares	43,500
Weighted Average Remaining Contractual Life (Years)	1 year 5 months 8 days
Weighted Average Exercise Price | $ / shares	$ 0.5
Number of Options Exercisable | shares	43,500
Weighted Average Exercise Price | $ / shares	$ 0.5
Exercise price, range 5
Stock options outstanding as of December 31
Number of Options Outstanding | shares	49,000
Weighted Average Remaining Contractual Life (Years)	2 years 6 months 21 days
Weighted Average Exercise Price | $ / shares	$ 0.82
Number of Options Exercisable | shares	49,000
Weighted Average Exercise Price | $ / shares	$ 0.82
Exercise price, range 6
Stock options outstanding as of December 31
Number of Options Outstanding | shares	286,944
Weighted Average Remaining Contractual Life (Years)	7 years 2 months 15 days
Weighted Average Exercise Price | $ / shares	$ 3.42
Number of Options Exercisable | shares	243,494
Weighted Average Exercise Price | $ / shares	$ 3.42
Exercise price, range 7
Stock options outstanding as of December 31
Number of Options Outstanding | shares	430,060
Weighted Average Remaining Contractual Life (Years)	7 years 7 months 13 days
Weighted Average Exercise Price | $ / shares	$ 8.63
Number of Options Exercisable | shares	269,996
Weighted Average Exercise Price | $ / shares	$ 8.63
Exercise price, range 8
Stock options outstanding as of December 31
Number of Options Outstanding | shares	235,300
Weighted Average Remaining Contractual Life (Years)	7 years 10 months 2 days
Weighted Average Exercise Price | $ / shares	$ 8.9
Number of Options Exercisable | shares	128,012
Weighted Average Exercise Price | $ / shares	$ 8.9
Exercise price, range 9
Stock options outstanding as of December 31
Number of Options Outstanding | shares	331,878
Weighted Average Remaining Contractual Life (Years)	8 years 8 months 1 day
Weighted Average Exercise Price | $ / shares	$ 11.95
Number of Options Exercisable | shares	237,106
Weighted Average Exercise Price | $ / shares	$ 11.95
Exercise price, range 10
Stock options outstanding as of December 31
Number of Options Outstanding | shares	1,679,899
Weighted Average Remaining Contractual Life (Years)	9 years 7 months 9 days
Weighted Average Exercise Price | $ / shares	$ 14.18
Number of Options Exercisable | shares	52,986
Weighted Average Exercise Price | $ / shares	$ 14.18

Stock Options - Valuation assum

Stock Options - Valuation assumptions (Details) - Angel Studios, Inc. CIK: 0001671941	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
2023 Stock Incentive Plan
Stock Options
Risk-free interest rate, minimum	3.63%	2.85%
Risk-free interest rate, maximum	4.86%	3.67%
Expected stock price volatility	50%	50%
Expected dividend yield	0%	0%
Expected life of options	5 years	5 years
2023 Performance Equity Plan
Stock Options
Risk-free interest rate	4.81%
Expected stock price volatility	46%
Expected dividend yield	0%
2023 Performance Equity Plan | Minimum
Stock Options
Expected life of options	6 years 9 months 18 days
2023 Performance Equity Plan | Maximum
Stock Options
Expected life of options	7 years 10 months 24 days

Stock Options - Additional info

Stock Options - Additional information (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Number of options granted	1,712,073	431,763
Aggregate intrinsic value of outstanding options	$ 17,658,438	$ 15,510,235
Aggregate intrinsic value of exercisable options		$ 15,511,710	$ 13,242,315
2023 Performance Equity Plan
Stock Options
Number of options granted	0

Common Stock - Narratives (De_2

Common Stock - Narratives (Details)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024 $ / shares shares	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 item Vote $ / shares shares	Sep. 11, 2024 $ / shares	Dec. 31, 2022 $ / shares shares
Private Placement
Common Stock, par value (in dollars per share) | $ / shares				$ 0.0001
Class A Common Stock
Private Placement
Authorized capital stock (in shares)	200,000,000	200,000,000	200,000,000		200,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Class B Common Stock
Private Placement
Authorized capital stock (in shares)	20,000,000	20,000,000	20,000,000		20,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Angel Studios, Inc. CIK: 0001671941
Private Placement
Authorized capital stock (in shares)	85,000,000	85,000,000	85,000,000		85,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	639,909	805,530
Angel Studios, Inc. CIK: 0001671941 | Class A Common Stock
Private Placement
Authorized capital stock (in shares)	27,500,000	27,500,000	27,500,000
Number of votes for each share outstanding | Vote			5
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1
Angel Studios, Inc. CIK: 0001671941 | Class B Common Stock
Private Placement
Authorized capital stock (in shares)	4,000,000	4,000,000	4,000,000
Number of votes for each share outstanding | Vote			55
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1
Angel Studios, Inc. CIK: 0001671941 | Class C
Private Placement
Authorized capital stock (in shares)	38,000,000	38,000,000	38,000,000
Number of votes for each share outstanding | Vote			1
Number of board member elected by stockholders | item			2
Requisite percentage of outstanding shares to gain ability to elect (in percentage)			5%
Percentage of shares held by class of stock on outstanding shares (in percentage)			3%
Angel Studios, Inc. CIK: 0001671941 | Class F
Private Placement
Authorized capital stock (in shares)	15,500,000	15,500,000	15,500,000
Number of votes for each share outstanding | Vote			5
Number of board member elected by stockholders | item			1
Number of shares on voluntary conversion to Class C Common Stock			1
Number of shares on automatic conversion to Class C Common Stock			1

Common Stock - Schedule of lo_2

Common Stock - Schedule of loss per share (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net Income (Loss)	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194	$ 2,729,602	$ 18,132,948
Angel Studios, Inc. CIK: 0001671941
Numerator:
Net Income (Loss)	$ (13,855,176)			$ 25,651,806			$ (51,182,073)	$ 11,167,291	$ 9,163,794	$ (13,710,708)
Denominator:
Weighted average basic shares outstanding (in shares)	25,944,793			24,828,827			25,409,358	24,725,309	24,775,858	24,264,683
Effect of dilutive shares (in shares)				1,007,254				987,016	1,153,388	1,438,552
Weighted average diluted shares (in shares)	25,944,793			25,836,081			25,409,358	25,712,325	25,929,246	25,703,235
Basic net income (loss) per share	$ (0.534)			$ 1.033			$ (2.014)	$ 0.452	$ 0.37	$ (0.565)
Diluted net income (loss) per share	$ (0.534)			$ 0.993			$ (2.014)	$ 0.434	$ 0.353	$ (0.533)

Income Taxes - Income tax recon

Income Taxes - Income tax reconciliation (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Provision for Income Taxes Reconciliation
Provision for income taxes	$ 24,220	$ 142,965	$ 138,344	$ 1,253,934	$ 1,319,280	$ 362,282
Angel Studios, Inc. CIK: 0001671941
Provision for Income Taxes Reconciliation
Federal income tax at statutory rates					1,326,085	(3,016,213)
State income tax at statutory rates					(228,939)	(422,908)
DTA adjustment					(115,470)
Change in valuation allowance					(2,348,227)	2,348,227
Federal tax credits					(1,216,878)
Other					(114,006)	325,709
Provision for income taxes	$ (80,099)	$ (897,581)	$ (4,483,167)	$ (897,581)	$ (2,697,435)	$ (765,185)

Income Taxes - Components of ne

Income Taxes - Components of net deferred income tax assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Net operating loss carryforwards		$ 39,845
Valuation allowance		(861,760)	$ (211,887)
Net deferred tax assets		55,525	368,014
Angel Studios, Inc. CIK: 0001671941
Net operating loss carryforwards			1,044,440
Research and development		3,787,461	1,108,958
Digital asset impairment		1,920,228	1,919,244
Research and development credits		229,867
Depreciation and amortization		(330,698)	(305,337)
Accruals and reserves		(554,006)	(317,970)
Deferred gain on sale		(1,052,533)	(1,101,108)
Valuation allowance			$ (2,348,227)
Net deferred tax assets	$ 8,400,000	$ 4,000,319

Income Taxes (Details)_2

Income Taxes (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Uncertain tax positions	$ 0
Angel Studios, Inc. CIK: 0001671941
Net operating loss carryforwards			$ 4,106,000
Uncertain tax positions		$ 0

Related-Party Transactions (D_2

Related-Party Transactions (Details) - Angel Studios, Inc. CIK: 0001671941			1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 28, 2020 USD ($)	Jan. 02, 2019 USD ($)	Feb. 29, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jul. 31, 2022 USD ($)	Sep. 30, 2024 USD ($) employee	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) employee	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 31, 2021
Related-Party Transactions
Current portion of notes receivable						$ 540,036		$ 540,036		$ 707,508	$ 2,189,596
Recognized revenue						20,121,166	$ 113,022,154	65,485,798	$ 152,490,595	202,437,316	75,516,562
Recognized expenses						$ 8,107,950	46,037,758	$ 31,339,159	64,438,397	86,032,540	40,392,001
Lease payments										734,890	466,534
Number of employees | employee						0		0
Related party
Related-Party Transactions
Expenses for marketing services						$ 100,000	300,000	$ 400,000	600,000	990,310	1,659,328
Current portion of notes receivable											60,000
Recognized revenue										0	45,000
Ownership interest												50%
Lease payments						$ 100,000	$ 100,000	$ 400,000	$ 300,000	414,865	395,696
Related party | VAS Portal
Related-Party Transactions
Sold its wholly owned subsidiary		$ 1
Exercised its option to repurchase	$ 1
Proceeds from crowdfunding				$ 5
Crowdfunding facility fees				$ 300,000
Received a fee				6
Related party | Tuttle Twins, LLC
Related-Party Transactions
Recognized expenses										$ 0	$ 52,000
Ownership interest					8%
Capital funding interest rate										7
Purchase Price					$ 1,747,980
Capital funding to support operating expenses										$ 900,000
Amounts of transaction					$ 1,703,141
Related party | Angel P&A
Related-Party Transactions
Ownership interest			100%
Related party | Angel P&A | Revolving P&A loan agreement
Related-Party Transactions
Maximum borrowing capacity			$ 15,000,000
Maximum Revenue participation rights payable (in percent)			110%
Rate of return on initial investment (in percent)			10%					10%

Subsequent Events (Details)_2_4

Subsequent Events (Details) - Angel Studios, Inc. CIK: 0001671941			1 Months Ended
	May 13, 2024 USD ($) item	May 07, 2024 USD ($)	Jun. 30, 2024	Feb. 29, 2024 USD ($)
Subsequent Events
Amount of promissory note agreements entered		$ 500,000
Maturity term		100 days
Coupon rate (in percent)		10%
Subsequent Event | Related party | Revolving P&A loan agreement
Subsequent Events
Maturity term			80 days
Subsequent Event | Related party | Tuttle Twins, LLC
Subsequent Events
Number of additional promissory notes agreements entered | item	5
Amount of promissory note agreements entered	$ 1,500,000
Subsequent Event | Related party | Angel P&A
Subsequent Events
Amount of promissory note agreements entered				$ 10,000,000
Subsequent Event | Related party | Angel P&A | Revolving P&A loan agreement
Subsequent Events
Coupon rate (in percent)			10%

Subsequent Events - Operating l

Subsequent Events - Operating lease (Details) - Angel Studios, Inc. CIK: 0001671941 - USD ($)	Mar. 01, 2024	Dec. 31, 2023
Maturities of operating lease liabilities
2025		$ 418,870
2026		364,701
2027		377,100
2028		281,442
Total Lease Payments		1,442,113
Less: Interest		(116,329)
Present value of lease liabilities		$ 1,325,784
Subsequent Event
Subsequent Events
Renewal term	60 months
Maturities of operating lease liabilities
2024	$ 347,280
2025	434,096
2026	455,798
2027	478,584
2028	502,512
2029	84,422
Total Lease Payments	2,302,692
Less: Interest	(250,459)
Present value of lease liabilities	$ 2,052,233

Subsequent Events - Repurchase

Subsequent Events - Repurchase of common stock (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2024
Subsequent Events
Share price		$ 9.2		$ 9.2
Angel Studios, Inc. CIK: 0001671941
Subsequent Events
Shares repurchase value		$ 107,073	$ 427,217
Angel Studios, Inc. CIK: 0001671941 | Subsequent Event | Class C Common Stock
Subsequent Events
Repurchase of Common Stock (in shares)	141,004
Shares repurchase value	$ 2,000,000
Share price	$ 14.18

Subsequent Events - Director Em

Subsequent Events - Director Employment Agreement (Details) - Angel Studios, Inc. CIK: 0001671941	1 Months Ended	12 Months Ended
	Feb. 29, 2024 USD ($) item shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares
Subsequent Events
Number of options granted | shares		1,712,073	431,763
Beyond five up to ten motion pictures delivery | Class F Common Stock
Subsequent Events
Ratio of options to be vested for delivery of each motion picture	0.20
Subsequent Event
Subsequent Events
Term of Director Employment Agreement	10 years
Minimum number of motion pictures agreed to direct | item	5
Upfront fee	$ 950,000
Earnout period of upfront fee	364 days
Percentage to be earned on value of house	10%
Subsequent Event | Minimum
Subsequent Events
Value of house purchased for director	$ 4,000,000
Subsequent Event | Maximum
Subsequent Events
Value of house purchased for director	5,000,000
Subsequent Event | During first year of agreement
Subsequent Events
Salary	50,000
Subsequent Event | During year two and year three of agreement
Subsequent Events
Annual increase in salary	600,000
Subsequent Event | During year four through year ten of agreement
Subsequent Events
Salary	12,000,000
Salary to be paid as upfront	6,000,000
Cumulative salary to be paid over the period	$ 6,000,000
Subsequent Event | Up to delivery of five motion pictures
Subsequent Events
Option vesting period	10 years
Subsequent Event | Up to delivery of five motion pictures | Maximum | Class F Common Stock
Subsequent Events
Number of options granted | shares	116,000
Subsequent Event | Beyond five up to ten motion pictures delivery | Class F Common Stock
Subsequent Events
Options to be vested for delivery of each motion picture | shares	8,000
Subsequent Event | Beyond five up to ten motion pictures delivery | Maximum | Class F Common Stock
Subsequent Events
Number of options granted | shares	40,000