Corner Growth Acquisition Corp - Ordinary Shares (COOL) 10-Q 27 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 27, 2024
Document Information Line Items
Entity Registrant Name	CORNER GROWTH ACQUISITION CORP.
Entity Central Index Key	0001829953
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		9,998,653
Entity File Number	001-39814
Entity Incorporation State Country Code	E9
Entity Tax Identification Number	98-1563902
Entity Address Address Line 1	418 Broadway
Entity Address Address Line 2	#6183
Entity Address City Or Town	Albany
Entity Address State Or Province	NY
Entity Address Postal Zip Code	12207
City Area Code	347
Local Phone Number	268-7868
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Incorporation Date Of Incorporation	Oct. 20, 2020
Warrant [Member]
Document Information Line Items
Security 12b Title	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	COOLW
Capital Unit [Member]
Document Information Line Items
Security 12b Title	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	COOLU
Class A Ordinary Share [Member]
Document Information Line Items
Security 12b Title	Class A ordinary share, par value $0.0001 per Share
Trading Symbol	COOL

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 0	$ 21,631
Prepaid expenses	0	77,969
Total current assets	0	99,600
Cash and marketable securities held in Trust Account	3,344,071	4,553,517
Total Assets	3,344,071	4,653,117
Current liabilities
Due to related party	0	1,910,848
Due to shareholders		0
Accrued expenses	2,812	2,473,365
Total current liabilities	2,812	4,384,213
Warrant liabilities	426,667	1,297,866
Deferred underwriting fee payable	0	7,000,000
Total Liabilities	429,479	12,682,079
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 297,942 shares at redemption value as of September 30, 2024 and 419,938 shares at redemption value as of December 31, 2023	3,344,071	4,553,517
Shareholders' Deficit
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	5,761,840	0
Accumulated deficit	(6,192,319)	(12,583,479)
Total Shareholders' Deficit	(429,479)	(12,582,479)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	3,344,071	4,653,117
Common Class A [Member]
Shareholders' Deficit
Common Stock Value	982	982
Common Class B [Member]
Shareholders' Deficit
Common Stock Value	$ 18	$ 18

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Jun. 24, 2024	Feb. 29, 2024	Dec. 31, 2023	Jun. 23, 2023	Jun. 21, 2023	Jun. 20, 2023	Dec. 31, 2022	Dec. 20, 2022	Dec. 23, 2020
Temporary equity, shares outstanding	297,942			419,938
Preferred shares, par value	$ 0.0001			$ 0.0001
Preferred shares, authorized	1,000,000			1,000,000
Preferred shares, issued	0			0
Preferred shares, outstanding	0			0
Ordinary shares, outstanding	9,825,001									9,825,001
Common Class A [Member]
Temporary equity, shares outstanding	297,942	38,647		419,938			419,938	1,191,437	1,191,437
Common Stock, Shares Authorized	300,000,000			300,000,000
Ordinary share, par value	$ 0.0001			$ 0.0001
Ordinary shares, issued	9,825,000		10,161,589	9,825,000
Ordinary shares, outstanding	9,825,000			9,825,000	419,938			1,191,437
Common Class B [Member]
Common Stock, Shares Authorized	30,000,000			30,000,000
Ordinary share, par value	$ 0.0001			$ 0.0001
Ordinary shares, issued	175,000			175,000		175,000
Ordinary shares, outstanding	175,000			175,000				10,000,000
Common Classa Subject To Redemption [Member]
Temporary equity, shares outstanding	297,942	38,647		419,938

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating and formation costs	$ (166,705)	$ 422,865	$ (1,961,391)	$ 2,312,947
Loss from operations	(166,705)	(422,865)	(1,961,391)	(2,312,947)
Other income (loss)
Earnings and realized gain on marketable securities held in Trust Account	35,747	57,747	131,024	352,129
Transaction costs	0	0	0	(102,000)
Debt forgiveness	(785,352)	0	(785,352)	0
Change in fair value of warrant liabilities	3,458,093	1,046,667	567,199	(1,046,666)
Net income (loss)	$ 4,112,487	$ 681,549	$ (477,816)	$ (3,109,484)
Class A Redeemable Ordinary Shares [Member]
Other income (loss)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares	316,738	419,938	343,407	903,185
Basic and diluted net income (loss) per Class A redeemable ordinary share	$ 0.40	$ 0.07	$ (0.05)	$ (0.29)
Class A Nonredeemable Ordinary Shares And Class B Ordinary Shares [Member]
Other income (loss)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares	10,000,000	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary shares and Class B ordinary shares	$ 0.40	$ 0.07	$ (0.05)	$ (0.29)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders Deficit (Unaudited) - USD ($)	Total	Ordinary Shares Class A Ordinary Shares [Member]	Ordinary Shares Class B Ordinary Shares [Member]	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2022			10,000,000
Balance, amount at Dec. 31, 2022	$ (5,782,772)	$ 0	$ 1,000	$ 0	$ (5,783,772)
Remeasurement of Class A ordinary shares subject to possible redemption	(154,783)	0	0	0	(154,783)
Net loss	(2,381,252)	0	$ 0	0	(2,381,252)
Balance, shares at Mar. 31, 2023			10,000,000
Balance, amount at Mar. 31, 2023	(8,318,807)	0	$ 1,000	0	(8,319,807)
Balance, shares at Dec. 31, 2022			10,000,000
Balance, amount at Dec. 31, 2022	(5,782,772)	$ 0	$ 1,000	0	(5,783,772)
Net loss	(3,109,484)
Balance, shares at Sep. 30, 2023		9,825,000	175,000
Balance, amount at Sep. 30, 2023	(12,142,385)	$ 982	$ 18	0	(12,143,385)
Balance, shares at Mar. 31, 2023			10,000,000
Balance, amount at Mar. 31, 2023	(8,318,807)	0	$ 1,000	0	(8,319,807)
Remeasurement of Class A ordinary shares subject to possible redemption	(139,599)	0	0	0	(139,599)
Net loss	(1,409,781)	$ 0	$ 0	0	(1,409,781)
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares, shares		9,825,000	(9,825,000)
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares, amount		$ 982	$ (982)
Accrual of deferred underwriting fee payable (restated)	(3,000,000)	0	0	0	(3,000,000)
Transaction cost allocation for change in deferred underwiting fee (restated)	102,000	$ 0	$ 0	0	102,000
Balance, shares at Jun. 30, 2023		9,825,000	175,000
Balance, amount at Jun. 30, 2023	(12,766,187)	$ 982	$ 18	0	(12,767,187)
Remeasurement of Class A ordinary shares subject to possible redemption	(57,747)	0	0	0	(57,747)
Net loss	681,549	$ 0	$ 0	0	681,549
Balance, shares at Sep. 30, 2023		9,825,000	175,000
Balance, amount at Sep. 30, 2023	(12,142,385)	$ 982	$ 18	0	(12,143,385)
Balance, shares at Dec. 31, 2023		9,825,000	175,000
Balance, amount at Dec. 31, 2023	(12,582,479)	$ 982	$ 18	0	(12,583,479)
Remeasurement of Class A ordinary shares subject to possible redemption	(55,782)	0	0	0	(55,782)
Net loss	(2,513,203)	$ 0	$ 0	0	(2,513,203)
Balance, shares at Mar. 31, 2024		9,825,000	175,000
Balance, amount at Mar. 31, 2024	(15,151,464)	$ 982	$ 18	0	(15,152,464)
Balance, shares at Dec. 31, 2023		9,825,000	175,000
Balance, amount at Dec. 31, 2023	(12,582,479)	$ 982	$ 18	0	(12,583,479)
Net loss	(477,816)
Balance, shares at Sep. 30, 2024		9,825,000	175,000
Balance, amount at Sep. 30, 2024	(429,479)	$ 982	$ 18	5,761,840	(6,192,319)
Balance, shares at Mar. 31, 2024		9,825,000	175,000
Balance, amount at Mar. 31, 2024	(15,151,464)	$ 982	$ 18	0	(15,152,464)
Remeasurement of Class A ordinary shares subject to possible redemption	(39,495)	0	0	0	(39,495)
Net loss	(2,077,100)	$ 0	$ 0	0	(2,077,100)
Balance, shares at Jun. 30, 2024		9,825,000	175,000
Balance, amount at Jun. 30, 2024	(17,268,059)	$ 982	$ 18	0	(17,269,059)
Remeasurement of Class A ordinary shares subject to possible redemption	(35,747)	0	0	0	(35,747)
Net loss	4,112,487	$ 0	$ 0	0	4,112,487
Cancellation of Private Warrants	304,000			304,000
Forgivness of due to related party balance	5,457,840			5,457,840
Waiver of deferred underwriting commissions by underwriter	7,000,000				7,000,000
Balance, shares at Sep. 30, 2024		9,825,000	175,000
Balance, amount at Sep. 30, 2024	$ (429,479)	$ 982	$ 18	$ 5,761,840	$ (6,192,319)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (477,816)	$ (3,109,484)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized gain on marketable securities held in Trust Account	(131,024)	(352,129)
Debt Forgiveness	(785,352)
Change in fair value of warrant liabilities	(567,199)	1,046,666
Transaction costs attributable to warrant liabilities	0	102,000
Changes in operating assets and liabilities:
Accrued expenses	1,391,376	1,124,208
Due to related party	470,416	1,100,212
Prepaid expenses	77,969	78,741
Net cash used in operating activities	(21,630)	(9,786)
Cash Flows from Investing Activities
Proceeds received from Trust Account	1,340,470	11,347,734
Net cash provided by investing activities	1,340,470	11,347,734
Cash Flows from Financing Activities
Payments to Class A ordinary shareholders for redemption of shares	(1,340,470)	(11,347,734)
Net cash used in financing activities	(1,340,470)	(11,347,734)
Net change in cash	(21,630)	(9,786)
Cash at beginning of the period	21,631	31,547
Cash at end of the period	1	21,761
Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	(131,024)	(352,129)
(Waiver) / Accrual of deferred underwriting fee payable	(7,000,000)	3,000,000
Cancellation of private warrants	304,000	0
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares	0	982
Forgivness of due to related parties	2,381,264	0
Operting expense liability assumed by related party	$ 3,076,576	$ 0

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Corner Growth Acquisition Corp. (the “Company”), was incorporated as a Cayman Islands exempted company on October 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. 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 September 30, 2024, the Company had not commenced any operations. All activity through September 30, 2024 relates to the Company’s formation, its initial public offering described below (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for initial Business Combination candidates, and since the signing of the Business Combination Agreement described below, the completion of this proposed transaction. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (loss). The Company has selected December 31 as its fiscal year end. The Company’s original sponsor is CGA Sponsor LLC, a Delaware limited liability company (the “Original Sponsor”). The registration statements for the Company’s Initial Public Offering were declared effective on December 16, 2020. On December 21, 2020, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,600,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement (the “Private Placement”) to CGA Sponsor LLC, generating gross proceeds of $11,400,000, which is described in Note 4. Transaction costs amounted to $22,766,081 consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $766,081 of other offering costs. As further described in Note 5, effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of an initial business combination, as originally set forth in the underwriting agreement. Following the closing of the Initial Public Offering on December 21, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and 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 of 1940, as amended (the “Investment Company Act”), as determined by the Company. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, on March 28, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. As more fully described in Note 5, on June 23, 2023, the Company and the underwriter agreed to terminate the December 20,2022 fee reduction agreement solely upon execution of a side letter. On June 23, 2023, in accordance with the duly executed side letter, the Company and the underwriter agreed that the underwriter will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000, which shall be payable in cash by the Company to the underwriter upon consummation of a business combination, as originally set forth in the underwriting agreement. The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480. In such case, the Company will proceed with a Business Combination if the Company has the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non- public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. Extraordinary General Meetings On December 20, 2022, the Company held an extraordinary general meeting (the “December 2022 Extraordinary General Meeting”), which amended the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a Business Combination from December 21, 2022 to June 21, 2023 (the “December 2022 Extension Amendment Proposal”). The shareholders approved the December 2022 Extension Amendment Proposal and on December 28, 2022 the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. The shareholders approved a proposal to amend the trust agreement to change the date on which Continental Stock Transfer & Trust Company must commence liquidation of the Trust Account from (A) the earlier of the Company’s completion of an initial business combination and December 21, 2022 to (B) the earlier of the Company’s completion of an initial business combination and June 21, 2023. In connection with the December 2022 Extraordinary General Meeting, shareholders elected to redeem 38,808,563 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $393,676,799, or approximately $10.14 per share which includes $5,591,169 of earnings in the Trust Account not previously withdrawn. In January 2023, the Company made redemption payments of $3,262,655 out of the Trust Account that were due to the redeeming shareholders who elected to redeem their shares as part of the December 2022 Extraordinary General Meeting. This amount was reflected as due to shareholders in the accompanying condensed balance sheet as of December 31, 2022. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding until the June 2023 Extraordinary General Meeting further described below. On June 15, 2023, the Company held an extraordinary general meeting of shareholders, which was adjourned and reconvened on June 20, 2023 (the “June 2023 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from June 21, 2023 to March 20, 2024 or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “June 2023 Extension Amendment Proposal”), (ii) eliminate from the amended and restated memorandum and articles of association the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the Initial Public Offering to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) amend the Company’s amended and restated memorandum and articles of association to provide that Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of Class B ordinary shares (the “Founder Conversion Amendment Proposal”). The shareholders of the Company approved the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal at the Extension Meeting and on June 21, 2023, the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $8,085,078, or approximately $10.48 per share which includes $370,088 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 419,938 Class A ordinary shares remained issued and outstanding until the February 2024 Extraordinary General Meeting further described below. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares and the Company will have an aggregate of 10,244,938 shares of Class A ordinary shares issued and outstanding (419,938 of which are subject to possible redemption) and 175,000 shares of Class B ordinary shares issued and outstanding. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. On February 29, 2024, the Company held an extraordinary general meeting of shareholders (the “February 2024 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “February 2024 Extension Amendment Proposal” and, together with the December 2022 Extension Amendment Proposal and the June 2023 Extension Amendment Proposal, the “Extension Proposals”). The shareholders of the Company approved the February 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share which includes $78,018 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 10,161,589 Class A ordinary shares remained issued and outstanding. On June 24, 2024, the Company held an Extraordinary General Meeting (the “ June 2024 Extraordinary General Meeting”), and in connection therewith the Company will file with the Registrar of Companies of the Cayman Islands a copy of the special resolution of the Company which resolved to approve an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from June 30, 2024 to July 31, 2024 (the “New Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s Board of Directors to determine in their sole discretion to extend the New Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an “Additional Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by the Company’s Board of Directors to be in the best interests of the Company or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion. In connection with the vote to approve the extension, the holders of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of approximately $428,962. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3.3 million. On August 15, 2024, the Company, CGA Sponsor, LLC (the "Original Sponsor"), Ringwood Field, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred to the New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement (the "Joinder") to become a party to that certain letter agreement, dated December 16, 2020 ("Letter Agreement"), and that certain Registration Rights Agreement, dated December 16, 2020 ("Registration Rights Agreement"), each originally entered into in connection with the Company’s initial public offering ("IPO"), among the Company, the Original Sponsor, and certain equity holders of the Company; (c) the Original Sponsor and holders of Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the “Warrant Cancellation Agreements”) to cancel an aggregate of 7,600,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the amounts owed to them by the Company and assigned the liability for any remaining amounts to the Original Sponsor (the "Debt Cancellation Agreements"). Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement (the "Underwriter Agreements") whereby Cantor agreed to accept shares of the Company following any business combination in lieu of cash deferred commissions owed from the IPO. Nasdaq Notice and Hearing On December 18, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s securities (units, shares and warrants) would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on December 27, 2023, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the notice. Nasdaq granted the Company’s hearing request, which hearing request stayed the suspension of trading of the Company’s securities on The Nasdaq Capital Market until the hearing process concluded and the Nasdaq Hearings Panel issued a written decision. A hearing on the matter was held on March 14, 2024. On March 15, 2024, the Nasdaq Hearings Panel issued written notice of its decision to grant the Company’s request for an exception to its listing deficiencies until June 17, 2024 in view of the Company’s substantial steps toward closing its previously announced initial business combination and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on The Nasdaq Capital Market. On May 10, 2024, the Company received a letter (the “Second Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Minimum Publicly Held Shares Requirement”). In accordance with Nasdaq rules, the Company has 45 days, or until June 24, 2024, to submit a plan to regain compliance with the Minimum Publicly Held Shares Requirement. On June 21, 2024, the Company received a determination letter (the “Delisting Notification”) from Nasdaq stating that the Nasdaq Hearings Panel has determined to delist the Company’s securities from Nasdaq, due to the company’s non-compliance with Nasdaq’s IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Nasdaq determined to remove from listing our securities, which became effective at the opening of business on June 25, 2024, because the Company did not demonstrate compliance with such continued listing requirement by June 17, 2024. Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC, after applicable appeal periods have lapsed, which will remove the Company’s securities from listing and registration on Nasdaq. On August 13, 2024, the Company received a final delisting notice from Nasdaq, notifying the Company of its decision to delist the Company’s shares from the Nasdaq Stock Market. The delisting was due to violations of Nasdaq Listing Rule IM-5101-2, which requires a special purpose acquisition company (SPAC) to complete one or more business combinations within 36 months of its initial public offering (IPO), as well as the failure to meet the minimum requirement of 500,000 publicly held shares under Nasdaq Listing Rule 5550(a)(4). As a result, the Company’s shares were suspended from trading at the open of business on August 14, 2024. The Company chose not to appeal the Nasdaq Panel's decision. A Form 25-NSE was filed with the Securities and Exchange Commission, which will formally remove the Company’s securities from listing and registration on Nasdaq. The Company is currently evaluating alternative options, including over-the-counter (OTC) trading and potential future re-listings, in order to maximize shareholder value. Business Combination Agreement The Company has entered into a Business Combination Agreement, dated May 4, 2023 (the “Original BCA Date”), as amended and restated on December 29, 2023 (the “Business Combination Agreement”), by and among the Company, Noventiq Holdings PLC, an exempted company limited by shares registered by way of continuation under the laws of the Cayman Islands (“Noventiq”), Noventiq Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Parent”), Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Parent that has elected to be disregarded as an entity separate from Parent for U.S. federal income tax purposes (“Company Merger Sub”), and Corner Growth SPAC Merger Sub, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Noventiq Merger Sub”), which provides, among other things, that (i) the Company will merge with and into Company Merger Sub (the “Company Merger”), with Company Merger Sub surviving the Company Merger and (ii) Noventiq Merger Sub will merge with and into Noventiq (the “Noventiq Merger,” and together with the Company Merger, the “Mergers”), with Noventiq surviving the Noventiq Merger as a wholly-owned subsidiary of Parent (the transactions contemplated by the foregoing clauses (i) and (ii) the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”). Immediately prior to the effective time of the Company Merger, each Company Class B ordinary share shall be converted into one Company Class A ordinary share. Pursuant to the Business Combination Agreement and at the effective time of the Company Merger, each Company Class A ordinary share shall automatically be cancelled and cease to exist in exchange for the right to receive one Parent ordinary share. At the effective time of the Company Merger, each Company warrant (the “Company Warrants”) issued and outstanding, entitling the holder thereof to purchase one share of Company Class A common stock at an exercise price of $11.50 per share (subject to adjustment), will be converted into the right to receive a warrant to purchase one Parent ordinary share at an exercise price of $11.50 per share (subject to adjustment) upon consummation of the Business Combination. Pursuant to the Business Combination Agreement and at the effective time of the Noventiq Merger, each Noventiq ordinary share shall automatically be cancelled and cease to exist in exchange for the right to receive (i) such number or fraction of newly issued Parent ordinary shares that is equal to the Share Exchange Ratio (as defined in the Business Combination Agreement) and (ii) one Class A CSR (as defined below), one Class B CSR (as defined below) and one Class C CSR (as defined below) in each case, for each one whole Parent ordinary share issuable to such holder pursuant to the Business Combination Agreement at the effective time of the Noventiq Merger. On April 18, 2024, the Company announced an offer to exchange certain global depositary receipts (“GDRs”) representing Noventiq ordinary shares in consideration for newly issued ordinary shares (the “Exchange Offer”), which Exchange Offer expired on May 10, 2024. To provide for the terms of the Exchange Offer, on May 13, 2024, the Company and Noventiq entered into Amendment No. 1 to Amended and Restated Business Combination Agreement (“Amendment No. 1 to A&R BCA”), by and between the Company and Noventiq. Amendment No. 1 to A&R BCA provides, among other things, that (i) the outstanding shares underlying the GDRs are to be excluded for purposes of determining the Per Share Merger Equity Consideration Value (as defined in the BCA) and (ii) Noventiq shall use commercially reasonable efforts to accept the forfeit and/or surrender and cancellation, as soon as reasonable practicable, of Noventiq’s outstanding shares underlying the GDRs that it acquired pursuant to the Exchange Offer. Each reference to the A&R BCA shall be deemed a reference to the A&R BCA, as amended by Amendment No. 1 to A&R BCA. Please see Note 9 to the notes to the unaudited condensed financial statements for more information regarding the Business Combination Agreement. On October 28, 2020, CGA Sponsor LLC (the “Original Sponsor”), paid $25,000, or approximately $0.003 per share, to the Company and Noventiq to cover certain expenses in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), of the Company. In November 2020, the Sponsor transferred 50,000 such Class B ordinary shares of the Company to each of the Company’s three independent directors (Alexandre Balkanski, John Mulkey, and Jason Park) in recognition of, and as compensation for, their future services to the Company. On December 16, 2020, the Company effected a share capitalization, resulting in 10,062,500 Founder Shares issued and outstanding as of such date. As a result of the underwriters’ election to partially exercise their over-allotment option in connection with the Company’s initial public offering (the “Company Initial Public Offering”), 62,500 Founder Shares were forfeited for no consideration on December 23, 2020, resulting in 10,000,000 Founder Shares outstanding, of which, as of such date, 9,825,001 Founder Shares were held by the Sponsor and 58,333 Founder Shares were held by each of the Company’s three independent directors. As of the date of the amending and restating of the Business Combination Agreement, the Sponsor held 9,825,001 Founder Shares. Of these, 5,000,000 Company ordinary shares will be forfeited upon consummation of the Business Combination, and 1,500,000 Company ordinary shares (the “Alignment Shares”) are subject to forfeiture based on the gross proceeds raised from additional financings contemplated by the Business Combination Agreement, if any, by the Company and the cash balance of the Company’s trust account held for the benefit of its public shareholders as more fully described in the accompanying proxy statement/prospectus, but the consummation of the Business Combination is not subject to a minimum amount of additional financing having been raised. If (i) the cash balance of the Company’s trust account and the gross proceeds received from investors in additional financings (the “Additional Financing Investors”) is equal to or greater than $25 million upon consummation of the Business Combination, and (ii) the gross proceeds received from Additional Financing Investors is equal to or greater than $50 million prior to the date that is 180 days following the closing of the Business Combination, none of the Alignment Shares will be forfeited. An additional 2,000,000 Company ordinary shares (the “Sponsor Earnout Shares”) will be held in escrow and only released, in three equal instalments, upon the occurrence of certain milestone events as more fully described in the accompanying proxy statement/prospectus. Immediately prior to the effective time of the Company Merger, 3,800,000 Company Warrants held by the Sponsor shall be forfeited and returned to the Company for cancellation. Nasdaq determined to remove from listing our securities, which became effective at the opening of business on June 25, 2024. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (

Summary of Significant Accounti

Summary of Significant Accounting Policies Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies Basis of Presentation
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in 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. The accompanying condensed balance sheet 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. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. All of the Company’s cash and marketable securities held in Trust Account are considered cash equivalents as of September 30, 2024. The Company did not have any cash equivalents as of December 31, 2023. Marketable Securities Held in Trust Account At September 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash or in money market mutual funds in U.S. based trust accounts at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. The Company values its securities held in the Trust Account based on quoted prices in active markets (see Note 8 for more information). Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 Less: Payments to Class A ordinary shareholders for redemption of shares (83,349 ) (911,508 ) Due to shareholders (38,647 ) (428,962 ) Plus: Remeasurement of carrying value to redemption value — 95,277 Class A ordinary shares subject to possible redemption - September 30, 2024 297,942 3,308,324 In connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share. $78,018 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. In connection with the vote to approve extension at the June 2024 Extraordinary Meeting, shareholders elected to redeem 38,647 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $428,962, or approximately $11.10 per share. $42,492 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. During the nine months ended September 30, 2024, the Company remeasured the Class A ordinary shares subject to possible redemption to increase the carrying amount by $131,024 to reflect current earnings of the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2024, the Company has not experienced losses on these accounts. 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 auditor 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 shareholder 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 an emerging growth 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 condensed 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. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,933,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share for all periods presented, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2024 and 2023. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except share amounts): For the three months ended For the nine months ended For the three months ended For the nine months ended September 30, 2024 September 30, 2024 September 30, 2023 September 30, 2023 (Restated) Class A Class A Class A Class A Redeemable Nonredeemable Redeemable Nonredeemable Class A Class B Class A Class B and Class B and Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 126,259 $ 3,986,227 $ (162,240 ) $ (4,428,063 ) $ (140,469 ) $ (1,269,312 ) $ (390,641 ) $ (3,400,392 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 316,738 10,000,000 343,407 10,000,000 1,106,657 10,000,000 1,148,813 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.40 $ 0.40 $ (0.05 ) $ (0.05 ) $ (0.13 ) $ (0.13 ) $ (0.34 ) $ (0.34 ) Recent Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its condensed financial statements because the Company does not have financial assets within the scope of ASU 2016-13. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 5,000,000 Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”), each whole Public Warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions Foun

Related Party Transactions Founder Shares	9 Months Ended
	Sep. 30, 2024
Related Party Transactions Founder Shares
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On October 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share. In November 2020, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. On December 16, 2020, the Company effected a share capitalization of 1,437,500 Class B ordinary shares, resulting in an aggregate of 10,062,500 Class B Ordinary Shares outstanding. As a result of the underwriters’ election to partially exercise their over-allotment option, the Sponsor forfeited 62,500 Class B Ordinary for no consideration, resulting in 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares. The Company will have an aggregate of 10,122,942 and 10,244,938 shares of Class A ordinary shares issued and outstanding (297,942 and 419,938 of which are subject to possible redemption) and 175,000 and 175,000 shares of Class B ordinary shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders, and officers and directors. The Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the Sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Prior to the closing of the Initial Public Offering, the Sponsor transferred 150,000 Founder Shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation- Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to the Founder Shares is recognized only when the performance-based vesting condition (i.e. the consummation of a business combination) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the consummation of a business combination, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of September 30, 2024, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that the Business Combination might not happen, no stock-based compensation expense should be recognized through September 30, 2024. On August 15, 2024, the Company, the Original Sponsor, CGA Sponsor, LLC, and the New Sponsor, Ringwood Field, LLC, entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred to the New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated December 16, 2020 (“Letter Agreement”), and that certain Registration Rights Agreement, dated December 16, 2020 (“Registration Rights Agreement”), each originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor, and certain equity holders of the Company; and (c) the Original Sponsor and holders of the Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,400,000. Each warrant was exercisable to purchase one Class A ordinary share at $11.50 per share. However, in connection with the transfer of the Sponsor’s stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were canceled, and as a result, no further obligations or rights exist with respect to these warrants. The Sponsor and the Company’s officers and directors had previously agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the date of this filing, September 30, 2024 and December 31, 2023, the Company had no borrowings under any Working Capital Loans. Administrative Services Agreement Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on December 17, 2020, the Company agreed to pay the Sponsor a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of (A) the Company’s completion of the initial Business Combination or (B) on December 21, 2022, an amount equal to $960,000 less the actual amount paid under the Administrative Services Agreement. For the three and nine months ended September 30, 2024 and 2023, the Company incurred $0 and $0, respectively, which is included in operating and formation costs on the unaudited condensed statements of operations. As of September 30, 2024 and December 31, 2023, there were $280,000 and 280,000 in fees outstanding for these services, respectively, that are included in due to related party on the condensed balance sheets. Notwithstanding the foregoing, on November 18, 2021, the Sponsor permanently waived its right to receive any of the Company’s outstanding, and all of the Company’s remaining, payment obligations under the Administrative Services Agreement. Operating and Formation Costs As of September 30, 2024, and December 31, 2023, the Sponsor and affiliates of the Sponsor had paid operating and formation costs of $2,101,264 and $1,630,848, respectively, on behalf of the Company. These amounts were initially recorded as liabilities owed to the Sponsor and included in "Due to Related Party" on balance sheets. However, in connection with the transfer of the Original Sponsor’s stake to the New Sponsor on August 15, 2024, all outstanding liabilities were assumed by Original Sponsor and subsequently discharged. As a result, no further amounts remain payable to the Original Sponsor as of September 30, 2024. The New Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.

Commitments and Contingencies R

Commitments and Contingencies Registration Rights	9 Months Ended
	Sep. 30, 2024
COMMITMENTS AND CONTINGENCIES
Commitments	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement After the Initial Public Offering, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of a Business Combination, as originally set forth in the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022. On June 23, 2023, the Company and the underwriter agreed to terminate the December 20, 2022 fee reduction agreement solely upon execution of a side letter in accordance with the duly executed Mutual Termination of Initial Fee Reduction Agreement. On June 23, 2023, in accordance with the duly executed Side Letter to Underwriting Agreement, the Company and the underwriter agreed to the following: 1. Cantor will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000 (the “Fee”), which shall be payable in cash by the Company to Cantor upon consummation of a Business Combination, as originally set forth in the Underwriting Agreement. 2. In addition, upon the consummation of the Business Combination, the Company shall pay to the Underwriter a non-refundable cash fee equal to 3.0% of: · (x) the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued upon consummation of the Business Combination, plus · (y) the gross proceeds received by the Company upon exercise of any warrants or other securities issued in connection with such Financing that are convertible into common stock of the Company; · the aggregate maximum principal amount of debt committed or available to be committed or available in connection with the Debt Financing (including, without limitation, in the case of an offering of debt securities, the aggregate maximum principal amount of securities committed to be purchased by investors), whether or not drawn down (or, in the case of an offering of debt securities, whether or not purchased) upon consummation of the business Combination; and · any proceeds received from the Trust Account in connection with the Business Combination. However, on August 15, 2024, as part of the change in sponsor in connection with the share purchase agreement, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company following the completion of a Business Combination, in lieu of the cash deferred commissions owed from the IPO. The fees noted in items 1, 2 and additional note above are contingent upon the successful completion of a Business Combination. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association. In accordance with the guidance in ASC Topic 450, Contingencies, the Company is required to record its best estimate of the loss if the amount of loss can be reasonably estimated. The fee amount noted in item 2 cannot be reasonably estimated or determinable at this time and as a result, is not recorded in the financial statements. Finder’s Fee Arrangement In connection with the Proposed Business Combination, a portion of the founder shares will be distributed under an agreement with a third party dated as of April 28, 2023 that constitutes a finder’s fee arrangement (the “Finder’s Fee Arrangement”). The Finder’s Fee Arrangement provides for our sponsor to make a $2 million cash payment to the third party and provide an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination, which are accounted for under the guidance in ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to such shares is recognized only when the performance-based vesting condition (i.e. the consummation of the Proposed Business Combination) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the consummation of the Proposed Business Combination, in an amount equal to the number of such shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of such shares. The Company will reflect the transactions in its financial statements when the Proposed Business Combination is consummated as the sponsor is a principal shareholder in the Company and the Company benefits from the Finder’s Fee Arrangement. If the Proposed Business Combination does not close for any reason, and a termination fee is actually paid by Noventiq to the Company, the Sponsor or their affiliates, then the third party will be entitled to receive a $2,000,000 cash payment. Not withstanding the foregoing, to the extent the termination fee is not sufficient to cover the $2,000,000 cash payment, then the Sponsor and the third party will share the balance in an amount to be reasonably agreed to at the time. The Finder’s Fee Arrangement is included potential compensation payable to the third party. On March 14, 2024, the Finder’s fee Arrangement was amended and restated which no longer provides the third party an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination. Instead, the parties have agreed that once the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the terms and conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, the $2,000,000 cash payment to third party will be paid by Noventiq instead of the Sponsor and will be denominated as a Company transaction expense. In the event the Proposed Business Combination is not consummated and the Sponsor receives a termination fee, the third party shall receive $1,000,000 as complete satisfaction of the cash payment (see Note 9 to the notes to the unaudited condensed financial statements for more information).

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2024
Warrant Liabilities
Warrant Liabilities	Note 6 — Warrant Liabilities The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial 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. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume- weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants if they are held by the Sponsor or its permitted transferees): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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. In addition, once the warrants become exercisable, the Company may call the warrants for redemption: · in whole and not in part; · at $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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per 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 closing price of the Class A ordinary shares 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 “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event are the warrants to be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event is the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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 the respect to such warrants. Accordingly, the warrants may expire worthless. Nasdaq removed our securities from listing, which became effective at the opening of business on August 14, 2024. The Company’s public warrants, issued under a Warrant Agreement dated December 16, 2020, between the Company and Continental Stock Transfer & Trust Company, remain outstanding and unaffected by the delisting

Shareholders Deficit

Shareholders Deficit	9 Months Ended
	Sep. 30, 2024
Shareholders Deficit
Shareholders' Deficit	Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022, there were 1,191,437 Class A ordinary shares issued or outstanding all of which are considered temporary equity. On December 20, 2022, in connection with the December 2022 Extraordinary General Meeting, certain shareholders exercised their right to redeem 38,808,563 Class A ordinary shares at a redemption price of approximately $10.14 per share, resulting in redemption payments out of the Trust Account totaling $393,676,799. The redemption payments included the proportionate share of Trust Account earnings in the amount of $5,591,169. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding. On June 20, 2023, in connection with the June 2023 Extraordinary General Meeting, shareholders elected to redeem 771,499 additional Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $8,085,078, or approximately $10.48 per share which includes $370,088 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions, 419,938 Class A ordinary shares remained issued and outstanding. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, the Sponsor elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and at December 31, 2023, the Company has an aggregate of 10,244,938 shares of Class A ordinary shares (419,938 of which are subject to possible redemption) issued and outstanding. On February 29, 2024, in connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share which includes $78,018 of earnings in the trust account not previously withdrawn. In connection with the vote to approve the extension at the June 2024 Extraordinary Meeting, shareholders elected to redeem 38,647 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $428,962, or approximately $11.10 per share. $42,492 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. As of September 30, 2024, the Company has an aggregate of 10,122,942 shares of Class A ordinary shares (297,942 of which are subject to possible redemption) issued and outstanding. The Sponsor’s 9,825,000 Class A ordinary shares received in connection with the conversion are not redeemable. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. At December 31, 2022, there were 10,000,000 Class B ordinary shares issued and outstanding. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, the Sponsor elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion and at September 30, 2024, the Company has an aggregate of 175,000 shares of Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the sum of the total number of Class A ordinary shares and Class B ordinary shares issued upon completion of the Initial Public Offering plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. On August 15, 2024, the Original Sponsor, CGA Sponsor, LLC, transferred an aggregate of 5,895,000 Class A Ordinary Shares of the Company to the New Sponsor, Ringwood Field, LLC. Additionally, the Original Sponsor and certain other holders of Class B Founder Shares granted the New Sponsor the irrevocable right to vote the Founder Shares on their behalf and to take certain other actions as necessary.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis 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, December 31, Description Level 2024 2023 Assets: Cash and Marketable securities held in Trust Account 1 $ 3,344,071 $ 4,553,517 At September 30, 2024 and December 31, 2023, $3,344,071 and $0, of the balance held in the Trust Account was held in cash, respectively. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis 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, December 31, Description Level 2024 Level 2023 Liabilities: Warrant Liability – Public Warrants 2 $ 426,667 1 $ 826,666 Warrant Liability – Private Placement Warrants 2 $ - 2 $ 471,200 Total Warrant Liabilities $ 426,667 $ 1,297,866 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the condensed statements of operations. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Public Warrants on December 21, 2020, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B ordinary shares, based on their fair values as determined at initial measurement, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2023, is classified as Level 1 due to quoted prices in an active market since February 8, 2021. The subsequent measurement of the Public Warrants as of September 30, 2024, is classified as Level 2. Following the delisting of the Public Warrants on August 14, 2024, the last quoted price on Nasdaq was at market close on August 13, 2024. The Public Warrants have not traded on any other market since the delisting. The Company used the last traded price on Nasdaq as an initial reference for valuation; however, the final valuation was determined using a Monte Carlo simulation to model the fair value of similar asset classes as of September 30, 2024. The Private Placement Warrants, which were previously measured using Level 2 inputs due to the use of quoted prices for similar, non-active assets, were also valued using Monte Carlo simulation techniques. As part of the sponsor change on August 15, 2024, the Private Placement Warrants were canceled and removed from the balance sheet as of that date. 2023, the Public Warrants and Private Placement Warrants were each valued at $0.06 per warrant, resulting in aggregate values of approximately $0.8 million and $0.5 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 Change in valuation inputs or other assumptions 684,000 1,200,000 1,884,000 Fair value as of March 31, 2023 912,000 1,600,000 2,512,000 Change in valuation inputs or other assumptions 76,000 133,333 209,333 Fair value as of June 30, 2023 988,000 1,733,333 2,721,333 Change in valuation inputs or other assumptions (380,000 ) (666,667 ) (1,046,667 ) Fair value as of September 30, 2023 $ 608,000 $ 1,066,666 $ 1,674,666 Fair value as of December 31, 2023 $ 471,200 $ 826,666 $ 1,297,866 Change in valuation inputs or other assumptions 676,400 1,186,667 1,863,067 Fair value as of March 31, 2024 $ 1,147,600 $ 2,013,333 $ 3,160,933 Change in valuation inputs or other assumptions 373,160 654,667 1,027,827 Fair value as of June 30, 2024 $ 1,520,760 $ 2,668,000 $ 4,188,760 Change in valuation inputs or other assumptions (1,216,760 ) (2,241,333 ) (3,458,093 ) Cancellation of Private Warrants (304,000 ) - (304,000 ) Fair value as of September 30, 2024 - 426,667 426,667 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. As of December 31, 2023, the Private Placement Warrants were valued based on quoted prices for similar assets and were transferred out of Level 3.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the condensed financial statements, except as described below. Extraordinary General Meetings On July 31, 2024, pursuant to Article 49.7 of the Amended Articles of Association, the Company’s board of directors approved an extension of the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from July 31, 2024 to August 31, 2024. Business Combination Agreement On July 3, 2024, the parties to the Business Combination Agreement, the Sponsor, Noventiq Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands, and Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Noventiq Holding Company, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which the parties agreed (i) to mutually terminate the Business Combination Agreement and all other Transaction Documents (as defined in the Business Combination Agreement) (collectively, the “Ancillary Agreements”) and (ii) to a mutual release of all claims related to the Business Combination Agreement and the transactions contemplated thereby. The mutual termination of the Business Combination Agreement and the Ancillary Agreements is effective as of July 3, 2024. The parties agreed to terminate the Business Combination Agreement as a result of the current unfavourable SPAC market conditions and other factors. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is null and void, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, except as provided in the Settlement Agreement. In accordance with the Settlement Agreement, Noventiq shall pay $10,500,000 to or for the benefit of the Company. The Company will use the proceeds received pursuant to the Settlement Agreement to pay its expenses.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies Basis of Presentation
Use of Estimates	The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. All of the Company’s cash and marketable securities held in Trust Account are considered cash equivalents as of September 30, 2024. The Company did not have any cash equivalents as of December 31, 2023.
Marketable Securities Held in Trust Account	At September 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash or in money market mutual funds in U.S. based trust accounts at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. The Company values its securities held in the Trust Account based on quoted prices in active markets (see Note 8 for more information).
Warrant Liabilities	The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations.
Class A Ordinary Shares Subject to Possible Redemption	The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 Less: Payments to Class A ordinary shareholders for redemption of shares (83,349 ) (911,508 ) Due to shareholders (38,647 ) (428,962 ) Plus: Remeasurement of carrying value to redemption value — 95,277 Class A ordinary shares subject to possible redemption - September 30, 2024 297,942 3,308,324 In connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share. $78,018 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. In connection with the vote to approve extension at the June 2024 Extraordinary Meeting, shareholders elected to redeem 38,647 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $428,962, or approximately $11.10 per share. $42,492 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. During the nine months ended September 30, 2024, the Company remeasured the Class A ordinary shares subject to possible redemption to increase the carrying amount by $131,024 to reflect current earnings of the Trust Account.
Concentration of Credit Risk	Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2024, the Company has not experienced losses on these accounts.
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 auditor 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 shareholder 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 an emerging growth 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 condensed 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.
Fair value of Financial Instruments	The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.
Income Taxes	The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share	Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,933,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share for all periods presented, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2024 and 2023. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except share amounts): For the three months ended For the nine months ended For the three months ended For the nine months ended September 30, 2024 September 30, 2024 September 30, 2023 September 30, 2023 (Restated) Class A Class A Class A Class A Redeemable Nonredeemable Redeemable Nonredeemable Class A Class B Class A Class B and Class B and Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 126,259 $ 3,986,227 $ (162,240 ) $ (4,428,063 ) $ (140,469 ) $ (1,269,312 ) $ (390,641 ) $ (3,400,392 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 316,738 10,000,000 343,407 10,000,000 1,106,657 10,000,000 1,148,813 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.40 $ 0.40 $ (0.05 ) $ (0.05 ) $ (0.13 ) $ (0.13 ) $ (0.34 ) $ (0.34 )
Recent Accounting Pronouncements	In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its condensed financial statements because the Company does not have financial assets within the scope of ASU 2016-13. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies Basis of Presentation
Summary of class A ordinary shares subject to possible redemption reflected	Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 Less: Payments to Class A ordinary shareholders for redemption of shares (83,349 ) (911,508 ) Due to shareholders (38,647 ) (428,962 ) Plus: Remeasurement of carrying value to redemption value — 95,277 Class A ordinary shares subject to possible redemption - September 30, 2024 297,942 3,308,324
Summary of basic and diluted net income (loss) per share	For the three months ended For the nine months ended For the three months ended For the nine months ended September 30, 2024 September 30, 2024 September 30, 2023 September 30, 2023 (Restated) Class A Class A Class A Class A Redeemable Nonredeemable Redeemable Nonredeemable Class A Class B Class A Class B and Class B and Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 126,259 $ 3,986,227 $ (162,240 ) $ (4,428,063 ) $ (140,469 ) $ (1,269,312 ) $ (390,641 ) $ (3,400,392 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 316,738 10,000,000 343,407 10,000,000 1,106,657 10,000,000 1,148,813 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.40 $ 0.40 $ (0.05 ) $ (0.05 ) $ (0.13 ) $ (0.13 ) $ (0.34 ) $ (0.34 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements
Schedule of fair value assets measured on recurring basis	September 30, December 31, Description Level 2024 2023 Assets: Cash and Marketable securities held in Trust Account 1 $ 3,344,071 $ 4,553,517
Schedule of fair value liabilities measured on recurring basis	September 30, December 31, Description Level 2024 Level 2023 Liabilities: Warrant Liability – Public Warrants 2 $ 426,667 1 $ 826,666 Warrant Liability – Private Placement Warrants 2 $ - 2 $ 471,200 Total Warrant Liabilities $ 426,667 $ 1,297,866
Schedule of summary of fair value of warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 Change in valuation inputs or other assumptions 684,000 1,200,000 1,884,000 Fair value as of March 31, 2023 912,000 1,600,000 2,512,000 Change in valuation inputs or other assumptions 76,000 133,333 209,333 Fair value as of June 30, 2023 988,000 1,733,333 2,721,333 Change in valuation inputs or other assumptions (380,000 ) (666,667 ) (1,046,667 ) Fair value as of September 30, 2023 $ 608,000 $ 1,066,666 $ 1,674,666 Fair value as of December 31, 2023 $ 471,200 $ 826,666 $ 1,297,866 Change in valuation inputs or other assumptions 676,400 1,186,667 1,863,067 Fair value as of March 31, 2024 $ 1,147,600 $ 2,013,333 $ 3,160,933 Change in valuation inputs or other assumptions 373,160 654,667 1,027,827 Fair value as of June 30, 2024 $ 1,520,760 $ 2,668,000 $ 4,188,760 Change in valuation inputs or other assumptions (1,216,760 ) (2,241,333 ) (3,458,093 ) Cancellation of Private Warrants (304,000 ) - (304,000 ) Fair value as of September 30, 2024 - 426,667 426,667

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details Narrative) - USD ($)		1 Months Ended											9 Months Ended
	Aug. 15, 2024	Jun. 30, 2024	Jun. 24, 2024	Feb. 29, 2024	Jun. 23, 2023	Jun. 21, 2023	Jun. 20, 2023	Jan. 31, 2023	Dec. 20, 2022	Dec. 21, 2020	Dec. 20, 2020	Oct. 28, 2020	Sep. 30, 2024	Aug. 13, 2024	May 10, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 23, 2020	Dec. 16, 2020
Per share amount available for distribution													$ 10
Outstanding liabilities													$ 5,457,840
Operating and formation costs													5,177,840
Administrative fees													$ 280,000
Entity Incorporation Date Of Incorporation													Oct. 20, 2020
Forfeiture of deferred underwriting fee payable					$ 7,000,000
Deferred underwriting fee payable noncurrent					14,000,000								$ 0			$ 7,000,000
Temporary equity accretion to redemption value adjustment								$ 3,262,655			$ 393,676,799
Net tangible assets required for consummation of business combination							$ 5,000,001
Shares issued, price per share													$ 10
Stock issued during period, shares, new issues													40,000,000
Minimum requirement of shares held by share holders														500,000
Percentage of redeeming shares of public shares without the company's prior written consent													15%
Assets held-in-trust													$ 3,344,071
Temporary equity, shares outstanding													297,942			419,938
Common stock shares outstanding													9,825,001					9,825,001
Stock forfeited during period shares												1,500,000
Dissolution expense													$ 100,000
Cash													0			$ 21,631
Working capital (deficit)													$ 2,813
Noventiq Holdings Plc [Member]
Business acquisition, share price													$ 11.50
May 10 2024
Minimum requirement of shares held by share holders															500,000
Sponsor | Private Placement Warrants [Member]
Class of warrants and rights issued during the period										7,600,000
Class of warrants and rights issued price per warrant										$ 1.50
Proceeds from Issuance of Warrants										$ 11,400,000
CGA Sponsor [Member] | August 15 2024
Warrants purchased	$ 7,600,000
Stock issued during period, shares, new issues	5,895,000
IPO [Member]
Deferred underwriting fee payable noncurrent					$ 7,000,000								$ 14,000,000
Shares issued, price per share										$ 10
Transaction costs of share issuance													22,766,081
Underwriting expenses on issuance of shares													8,000,000
Deferred underwriting fees									$ 4,000,000				14,000,000
Other Offering Costs													766,081
Deferred fee forfeited									10,000,000				10,000,000
Deferred fee payable in cash									14,000,000				$ 14,000,000
Proceeds from issuance of IPO										$ 400,000,000
Restricted investments term										185 years
Over Allotment Option [Member]
Stock issued during period, shares, new issues													5,000,000
Common Class A [Member]
Ordinary share, par value													$ 0.0001			$ 0.0001
Share based compensation arrangement by share-based payment award, options, exercises in period										38,808,563
Temporary equity redemption earnings in the trust account not previously withdrawn											$ 5,591,169
Stock redemption price					$ 10.48
Cash withdrawn from trust account for redemption of stock					$ 370,088
Business acquisition, share price													11.50
Shares issued, price per share													9.20
Share price													$ 10
Redemption of trust account			$ 428,962
Common stock held in trust				$ 78,018			$ 370,088		$ 5,591,169
Temporary equity, shares outstanding			38,647				419,938		1,191,437				297,942			419,938	1,191,437
Assets Held-in-trust, Noncurrent			$ 3,300,000
Common stock shares issued				10,161,589									9,825,000			9,825,000
Common stock shares outstanding					419,938								9,825,000			9,825,000	1,191,437
Number of shares issued on conversion													1
Number of shares redeem		38,647		83,349			771,499		38,808,563
Temporary equity, par or stated value per share		$ 10		$ 10.94
Redemption payment		$ 428,962		$ 911,508			$ 8,085,078		$ 393,676,799
Temporary equity, redemption price per share		$ 11.10	$ 11.10	$ 10.94			$ 10.48		$ 10.14
Common Class A [Member] | IPO [Member]
Ordinary share, par value										$ 0.0001
Stock issued during period, shares, new issues										40,000,000
Proceeds from issuance of IPO										$ 400,000,000
Common Class A [Member] | Over Allotment Option [Member]
Stock issued during period, shares, new issues										5,000,000
Common Class B [Member]
Ordinary share, par value													$ 0.0001			$ 0.0001
Common stock shares issued						175,000							175,000			175,000
Common stock shares outstanding													175,000			175,000	10,000,000
Common Class B [Member] | Sponsor
Ordinary share, par value						$ 0.0001
Conversion of stock, shares issued						9,825,000
Temporary equity, shares outstanding						419,938							175,000			175,000
Common stock shares outstanding						9,825,001							9,825,000
Aggregate common stock shares outstanding						10,244,938							10,122,942
Common Class B [Member] | Sponsor | October 28, 2020
Ordinary share, par value												$ 0.0001
Class of warrants and rights issued during the period												3,800,000
Stock issued during period, value, issued for services												$ 25,000
Shares issued, price per share												$ 0.003
Stock issued during period, shares, issued for services												8,625,000
Common stock shares outstanding												50,000	58,333					10,000,000	10,062,500
Common stock subject to forfeiture																		62,500
Stock forfeited during period shares												5,000,000
Proceeds from sale of restricted investments												$ 25,000,000	$ 50,000,000
Lock in period of alignment shares to forfeited following closing of business combination												180 years
Common stock held in escrow account												2,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Temporary Equity, Shares Outstanding beginiing balance | shares	419,938
Temporary Equity, Carrying Amount, Attributable to Parent, beginning balance	$ 4,553,517
Temporary Equity, Shares Outstanding ending balance | shares	297,942
Temporary Equity, Carrying Amount, Attributable to Parent, ending balance	$ 3,344,071
Common Classa Subject To Redemption [Member]
Temporary Equity, Shares Outstanding beginiing balance | shares	419,938
Temporary Equity, Carrying Amount, Attributable to Parent, beginning balance	$ 4,553,517
Remeasurement of Class A ordinary shares subject to redemption	$ 95,277
Stock Redeemed or Called During Period, Shares | shares	(83,349)
Payments For Redemption Of Common tock	$ (911,508)
Due To Shareholders (in shares) | shares	(38,647)
Due To Shareholders	$ (428,962)
Temporary Equity, Shares Outstanding ending balance | shares	297,942
Temporary Equity, Carrying Amount, Attributable to Parent, ending balance	$ 3,308,324

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Common Class A [Member]
Allocation of net income (loss)		$ (140,469)		$ (390,641)
Basic and diluted weighted average ordinary shares outstanding		1,106,657		1,148,813
Basic and diluted net income (loss) per ordinary share		$ (0.13)		$ (0.34)
Common Class B [Member]
Allocation of net income (loss)		$ (1,269,312)		$ (3,400,392)
Basic and diluted weighted average ordinary shares outstanding		10,000,000		10,000,000
Basic and diluted net income (loss) per ordinary share		$ (0.13)		$ (0.34)
Class A Nonredeemable Ordinary Shares And Class B Ordinary Shares [Member]
Allocation of net income (loss)	$ 3,986,227		$ (4,428,063)
Basic and diluted weighted average ordinary shares outstanding	10,000,000	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per ordinary share	$ 0.40	$ 0.07	$ (0.05)	$ (0.29)
Class A Redeemable
Allocation of net income (loss)	$ 126,259		$ (162,240)
Basic and diluted weighted average ordinary shares outstanding	316,738		343,407
Basic and diluted net income (loss) per ordinary share	$ 0.40		$ (0.05)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 24, 2024	Sep. 30, 2024	Dec. 31, 2023
Federal Deposit Insurance Corporation		$ 250,000
Temporary Equity, Shares Outstanding		297,942	419,938
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		20,933,333
Common Classa Subject To Redemption [Member]
Number Of Ordinary Shares Shareholders Exercised Their Right To Redeem		83,349
Stock Redeemed Value		$ 911,508
Stock redemption price		$ 10.94
Share Price		$ 10
Cash withdrawn from trust account for redemption of stock		$ 78,018
Temporary Equity, Shares Outstanding	38,647	297,942	419,938
Redemption Of Trust Account	$ 428,962
Temporary Equity, Redemption Price Per Share	$ 11.10
Payments for Repurchase of Equity	$ 428,962
Temporary Equity, Accretion to Redemption Value	$ 42,492	$ 131,024
Temporary Equity, Par Value Per Share	$ 10

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - $ / shares	1 Months Ended	9 Months Ended
	Dec. 21, 2020	Sep. 30, 2024
Stock issued during period shares		40,000,000
Shares issued price per share		$ 10
Over-Allotment Option [Member]
Stock issued during period shares		5,000,000
Public Warrants [Member]
Exercise price of warrant		$ 11.50
Common Class A [Member]
Description of common stock conversion		Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”)
Shares issued price per share		$ 9.20
Number of shares issued on conversion		9,825,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period shares	5,000,000
Common Class A [Member] | Public Warrants [Member]
Exercise price of warrant		$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended							3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 15, 2024	Jun. 21, 2023	Feb. 18, 2021	Dec. 21, 2020	Dec. 20, 2020	Dec. 17, 2020	Dec. 16, 2020	Oct. 28, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 24, 2024	Jun. 23, 2023	Jun. 20, 2023	Dec. 31, 2022	Dec. 21, 2022	Dec. 20, 2022	Dec. 23, 2020
Temporary Equity, Shares Outstanding									297,942		297,942		419,938
Shares issued, price per share									$ 10		$ 10
Fees outstanding to related party									$ 0		$ 0		$ 1,910,848
Operating and formation cost									$ 166,705	$ (422,865)	$ 1,961,391	$ (2,312,947)
Common stock shares outstanding									9,825,001		9,825,001									9,825,001
Operating And Formation Costs [Member]
Related party transaction, amounts of transaction											$ 2,101,264		1,630,848
Founder Shares [Member]
Stock issued during period, shares, issued for services					150,000
Sponsor | Private Placement Warrants [Member]
Proceeds from Issuance of Warrants				$ 11,400,000
Class Of Warrants And Rights Issued Price Per Warrant				$ 1.50
Class Of Warrants And Rights Issued During The Period				7,600,000
Minimum lock In period for transfer, assign or sell warrants after completion of IPO				30 days
Sponsor | Administrative Services Agreement [Member]
Fees outstanding to related party									$ 280,000		280,000		280,000
Maximum Threshold On Administrative Support Expense																		$ 960,000
Operating and formation cost									$ 0	$ 0	$ 0	$ 0
Related party transaction, amounts of transaction						$ 40,000
Sponsor | Share Price More Than Or Equals To USD Twelve
Share transfer, trigger price per share									$ 12		$ 12
Number of consecutive trading days for determining share price											20 days
Number of trading days for determining share price											30 days
Threshold number of trading days for determining share price from date of business combination											150 days
Related Party [Member] | Working Capital Loan [Member]
Debt instrument convertible into warrants									$ 1,500,000		$ 1,500,000
Debt instrument conversion price									$ 1.50		$ 1.50
Fees outstanding to related party									$ 0		$ 0		$ 0
Common Class B [Member]
Ordinary share, par value									$ 0.0001		$ 0.0001		$ 0.0001
Common stock shares outstanding									175,000		175,000		175,000				10,000,000
Common Class B [Member] | Sponsor
Temporary Equity, Shares Outstanding		419,938							175,000		175,000		175,000
Ordinary share, par value		$ 0.0001
Conversion of Stock, Shares Issued		9,825,000
Aggregate Common Stock Shares Outstanding		10,244,938							10,122,942		10,122,942
Common stock shares outstanding		9,825,001							9,825,000		9,825,000
Common Class B [Member] | Sponsor | October 28, 2020
Stock shares issued during the period for services value								$ 25,000
Ordinary share, par value								$ 0.0001
Stock issued during period, shares, issued for services								8,625,000
Shares issued, price per share								$ 0.003
Class Of Warrants And Rights Issued During The Period								3,800,000
Common stock shares outstanding							10,062,500	50,000	58,333		58,333									10,000,000
Stock Issued During Period, Shares, Stock Splits							1,437,500
Common stock subject to forfeiture																				62,500
Common Class B [Member] | Sponsor | Founder Shares [Member]
Stock shares issued during the period for services value			$ 25,000
Common Class A [Member]
Temporary Equity, Shares Outstanding									297,942		297,942		419,938	38,647		419,938	1,191,437		1,191,437
Ordinary share, par value									$ 0.0001		$ 0.0001		$ 0.0001
Number of consecutive trading days for determining share price											10 days
Shares issued, price per share									$ 9.20		$ 9.20
Common stock shares outstanding									9,825,000		9,825,000		9,825,000		419,938		1,191,437
Common Class A [Member] | Original Sponsor, CGA Sponsor, LLC
Aggregate Common Stock Shares Issued	5,895,000

Commitments and Contingencies_2

Commitments and Contingencies Registration Rights (Details Narrative) - USD ($)		1 Months Ended		9 Months Ended
	Mar. 14, 2024	Jun. 23, 2023	Apr. 28, 2023	Sep. 30, 2024	Dec. 31, 2023	Dec. 20, 2022	Dec. 21, 2020
Deferred underwriting fee per unit				$ 0.35
Forfeiture Of Deferred Underwriting Fee Payable		$ 7,000,000
Deferred underwriting fee payable noncurrent		14,000,000		$ 0	$ 7,000,000
Deferred underwriting fee payable noncurrent				$ 7,000,000			$ 14,000,000
Percentage of Non Refundable Fee Underwriter				3%
Stock Issued During Period, Shares				40,000,000
Cash Payments If the Business Combination Not Consummated			$ 2,000,000
Noventiq Holdings Plc [Member] | Amended And Restated Business Combination Agreement [Member]
Cash Payments If the Business Combination Not Consummated	$ 2,000,000		2,000,000
Cash Payments If the Business Combination Not Consummated Termination Fee	$ 1,000,000
Sponsor
Cash Payment			$ 2,000,000
Stock Issued During Period, Shares	2,000,000		2,000,000
IPO [Member]
Deferred underwriting fee payable noncurrent		$ 7,000,000		$ 14,000,000
Fee Forfeited				10,000,000		$ 10,000,000
Deferred Fee				$ 14,000,000		14,000,000
Deferred Underwriting Fees						$ 4,000,000

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative)	9 Months Ended
	Sep. 30, 2024 $ / shares
Shares issued, price per share	$ 10
Share Price More Than Or Equals To USD Eighteen.
Share price	$ 18
Class of warrant or right, redemption price adjustment percentage	180%
Share Price Less Than Or Equals To USD Nine Point Two.
Share price	$ 9.20
Class of warrant or right, redemption price adjustment percentage	115%
Share Price More Than Or Equals To USD Ten.
Share price	$ 10
Public Warrants [Member]
Exercise price of warrant	$ 11.50
Warrants Exercisable Term From The Closing Of IPO	12 months
Warrants exercisable term from the date of completion of business combination	30 days
Minimum lock in period for SEC registration from date of business combination	15 days
Minimum lock In period to become effective after the closing of the initial business combination	60 days
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen.
Number of consecutive trading days for determining share price	20 days
Share price	$ 18
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Number of trading days for determining share price	30 days
Common Class A [Member]
Number of consecutive trading days for determining share price	10 days
Shares issued, price per share	$ 9.20
Share price	$ 10
Percentage of capital raised for business combination to total equity proceeds	60%
Number of trading days for determining fair market value per share	10 days
Fair market value per share	$ 0.361
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen.
Class of warrants, redemption price per unit	$ 0.10
Class of warrants, redemption notice period	30 days
Common Class A [Member] | Share Price Less Than Or Equals To USD Eighteen.
Number of consecutive trading days for determining share price	20 days
Share price	$ 18
Number of trading days for determining share price	30 days
Common Class A [Member] | Share Price More Than Or Equals To USD Ten.
Number of consecutive trading days for determining share price	20 days
Share price	$ 10
Number of trading days for determining share price	30 days
Common Class A [Member] | Public Warrants [Member]
Exercise price of warrant	$ 11.50

Shareholders Deficit (Details N

Shareholders Deficit (Details Narrative) - USD ($)		1 Months Ended					9 Months Ended
	Aug. 15, 2024	Jun. 30, 2024	Feb. 29, 2024	Jun. 21, 2023	Jun. 20, 2023	Dec. 20, 2022	Sep. 30, 2024	Jun. 24, 2024	Dec. 31, 2023	Jun. 23, 2023	Dec. 31, 2022	Dec. 23, 2020
Preferred stock shares authorized							1,000,000		1,000,000
Preferred shares, par value							$ 0.0001		$ 0.0001
Preferred stock shares issued							0		0
Preferred stock shares outstanding							0		0
Temporary Equity, Shares Outstanding							297,942		419,938
Common stock shares outstanding							9,825,001					9,825,001
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share		$ 10	$ 10.94
Common stock shares authorized							300,000,000		300,000,000
Ordinary share, par value							$ 0.0001		$ 0.0001
Temporary equity, shares issued					419,938	1,191,437	297,942		419,938
Temporary Equity, Shares Outstanding					419,938	1,191,437	297,942	38,647	419,938		1,191,437
Stock Redeemed or Called During Period, Shares		38,647	83,349		771,499	38,808,563
Stock Redeemed or Called During Period, Value		$ 428,962	$ 911,508		$ 8,085,078	$ 393,676,799
Conversion of Stock, Shares Converted							9,825,000
Temporary Equity, Accretion to Redemption Value		$ 42,492
Common Stock Held in Trust			$ 78,018		$ 370,088	$ 5,591,169
Temporary equity, redemption price per share		$ 11.10	$ 10.94		$ 10.48	$ 10.14		$ 11.10
Common stock shares issued							10,122,942		10,244,938		1,191,437
Common stock shares outstanding							9,825,000		9,825,000	419,938	1,191,437
Minimum Percentage Of Common Stock To Be Held After Conversion Of Shares							20%
Common Class A [Member] | Original Sponsor, CGA Sponsor, LLC
Aggregate Common Stock Shares Issued	5,895,000
Common Class A [Member] | Conversion Of Class B To Class A Common Stock [Member] | Sponsor [Member]
Conversion of Stock, Description				one-for-one
Conversion of Stock, Shares Converted				9,825,000
Conversion of Class B ordinary shares to Class A ordinary shares				9,825,000
Common Class B [Member]
Common stock shares authorized							30,000,000		30,000,000
Ordinary share, par value							$ 0.0001		$ 0.0001
Common stock shares issued							175,000				10,000,000
Common stock shares outstanding							175,000		175,000		10,000,000
Common Stock, Voting Rights							one vote
Common Class B [Member] | Sponsor [Member]
Ordinary share, par value				$ 0.0001
Temporary Equity, Shares Outstanding				419,938			175,000		175,000
Common stock shares outstanding				9,825,001			9,825,000
Conversion of Class B ordinary shares to Class A ordinary shares				9,825,000
Common Class B [Member] | Conversion Of Class B To Class A Common Stock [Member] | Sponsor [Member]
Conversion of Stock, Description				one-for-one
Conversion of Stock, Shares Converted				9,825,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Cash And Marketable Securities Held In Trust Account [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Cash and marketable securities held in Trust Account	$ 3,344,071	$ 4,553,517

Fair Value Measurements (Deta_2

Fair Value Measurements (Details 1) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Warrant liability	$ 426,667	$ 1,297,866
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Warrant liability	426,667	826,666
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Warrant liability	$ 0	$ 471,200

Fair Value Measurements (Deta_3

Fair Value Measurements (Details 2) - USD ($)	3 Months Ended						9 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
Warrant liability - Beginning balance	$ 4,188,760	$ 3,160,933	$ 1,297,866	$ 2,721,333	$ 2,512,000	$ 628,000	$ 1,297,866	$ 628,000
Change in fair value of warrant liability	(3,458,093)	1,027,827	1,863,067	(1,046,667)	209,333	1,884,000
Cancellation of Private Warrants	(304,000)						304,000	0
Warrant liability - Ending balance	426,667	4,188,760	3,160,933	1,674,666	2,721,333	2,512,000	426,667	1,674,666
Public Warrants [Member]
Warrant liability - Beginning balance	2,668,000	2,013,333	826,666	1,733,333	1,600,000	400,000	826,666	400,000
Change in fair value of warrant liability	(2,241,333)	654,667	1,186,667	(666,667)	133,333	1,200,000
Cancellation of Private Warrants	0
Warrant liability - Ending balance	426,667	2,668,000	2,013,333	1,066,666	1,733,333	1,600,000	426,667	1,066,666
Private Placement Warrants [Member]
Warrant liability - Beginning balance	1,520,760	1,147,600	471,200	988,000	912,000	228,000	471,200	228,000
Change in fair value of warrant liability	(1,216,760)	373,160	676,400	(380,000)	76,000	684,000
Cancellation of Private Warrants	(304,000)
Warrant liability - Ending balance	$ 0	$ 1,520,760	$ 1,147,600	$ 608,000	$ 988,000	$ 912,000	$ 0	$ 608,000

Fair Value Measurements (Deta_4

Fair Value Measurements (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Public Warrants [Member]
Aggregate value of warrants outstanding per share	$ 0.06
Aggregate value of warrants outstanding	$ 800,000
Private Placement Warrants [Member]
Aggregate value of warrants outstanding per share	$ 0.06
Aggregate value of warrants outstanding	$ 500,000
Cash [Member]
Cash balance held in Trust Account	$ 3,344,071	$ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jul. 03, 2024 USD ($)
Noventiq Holdings Plc [Member]
Settlement Agreement Pay For Benefit	$ 10,500,000