CF Acquisition Corp. VII (CFFS) 10-Q 13 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	CF ACQUISITION CORP. VII
Entity Central Index Key	0001839519
Entity File Number	001-41166
Entity Tax Identification Number	85-1963781
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Jul. 08, 2020
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	938-5000
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	CFFSU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CFFS
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	CFFSW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		10,160,134
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		120,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 25,000	$ 25,000
Prepaid expenses	274,203	135,199
Income taxes receivable	123,279
Total Current Assets	422,482	160,199
Cash held in the Trust Account	59,566,323	155,182,051
Total Assets	59,988,805	155,342,250
Current Liabilities:
Accrued expenses	205,590	212,280
Franchise tax payable	40,000	40,000
Excise tax payable	1,404,828	413,585
Income taxes payable	46,826	32,334
Sponsor loan – promissory notes	11,039,420	8,461,958
Other current liability		381,984
Total Liabilities	12,736,664	9,542,141
Commitments and Contingencies
Class A common stock subject to possible redemption, 5,267,634 and 14,303,581 shares issued and outstanding at redemption value of $11.27 and $10.84 per share as of September 30, 2024 and December 31, 2023, respectively	59,379,496	155,008,443
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both September 30, 2024 and December 31, 2023
Accumulated deficit	(12,127,856)	(9,208,835)
Total Stockholders’ Deficit	(12,127,355)	(9,208,334)
Total Liabilities, Commitments and Contingencies and Stockholders’ Deficit	59,988,805	155,342,250
Class A Common Stock
Stockholders’ Deficit:
Common stock value	489	489
Class B Common Stock
Stockholders’ Deficit:
Common stock value	$ 12	$ 12

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common shares subject to possible redemption, shares issued	5,267,634	14,303,581
Common stock subject to possible redemption, shares outstanding	5,267,634	14,303,581
Common stock subject to possible redemption, per share (in Dollars per share)	$ 11.27	$ 10.84
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	160,000,000	160,000,000
Common stock, shares issued	4,892,500	4,892,500
Common stock, shares outstanding	4,892,500	4,892,500
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	120,000	120,000
Common stock, shares outstanding	120,000	120,000

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
General and administrative costs	$ 256,444	$ 321,322	$ 848,426	$ 930,258
Administrative expenses - related party	30,000	30,000	90,000	90,000
Franchise tax expense	35,804	30,000	160,000	160,000
Loss from operations	(322,248)	(381,322)	(1,098,426)	(1,180,258)
Interest income on cash and investments held in the Trust Account	718,764	1,826,438	3,534,874	5,514,979
Interest expense on mandatorily redeemable Class A common stock			(5,276,311)	(1,533,745)
Net income (loss) before provision for income taxes	396,516	1,445,116	(2,839,863)	2,800,976
Provision for income taxes	229,273	377,292	1,101,741	1,124,586
Net income (loss)	$ 167,243	$ 1,067,824	$ (3,941,604)	$ 1,676,390
Class A - Public shares
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	5,267,634	14,303,581	7,839,911	16,683,040
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Class A - Private placement
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	4,892,500	4,892,500	4,892,500	2,262,932	[1]
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Class B Common Stock
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	120,000	120,000	120,000	2,749,568	[1]
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock (in Dollars per share)	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
[1] On June 12, 2023, the Company issued 4,442,500 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 4,442,500 shares of Class B common stock held by the Sponsor (See Note 6).

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)		Common Stock Class A	Common Stock Class B	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 45	$ 456	$ (4,149,507)	$ (4,149,006)
Balance (in Shares) at Dec. 31, 2022		450,000	4,562,500
Accretion of redeemable shares of Class A common stock to redemption value				(1,610,456)	(1,610,456)
Net income (loss)				938,178	938,178
Balance at Mar. 31, 2023		$ 45	$ 456	(4,821,785)	(4,821,284)
Balance (in Shares) at Mar. 31, 2023		450,000	4,562,500
Balance at Dec. 31, 2022		$ 45	$ 456	(4,149,507)	(4,149,006)
Balance (in Shares) at Dec. 31, 2022		450,000	4,562,500
Net income (loss)					1,676,390
Balance at Sep. 30, 2023		$ 489	$ 12	(7,298,657)	(7,298,156)
Balance (in Shares) at Sep. 30, 2023		4,892,500	120,000
Balance at Mar. 31, 2023		$ 45	$ 456	(4,821,785)	(4,821,284)
Balance (in Shares) at Mar. 31, 2023		450,000	4,562,500
Share conversion	[1]	$ 444	$ (444)
Share conversion (in Shares)	[1]	4,442,500	(4,442,500)
Accretion of redeemable shares of Class A common stock to redemption value				(508,615)	(508,615)
Net income (loss)				(329,612)	(329,612)
Balance at Jun. 30, 2023		$ 489	$ 12	(5,660,012)	(5,659,511)
Balance (in Shares) at Jun. 30, 2023		4,892,500	120,000
Accretion of redeemable shares of Class A common stock to redemption value				(2,706,469)	(2,706,469)
Net income (loss)				1,067,824	1,067,824
Balance at Sep. 30, 2023		$ 489	$ 12	(7,298,657)	(7,298,156)
Balance (in Shares) at Sep. 30, 2023		4,892,500	120,000
Balance at Dec. 31, 2023		$ 489	$ 12	(9,208,835)	(9,208,334)
Balance (in Shares) at Dec. 31, 2023		4,892,500	120,000
Accretion of redeemable shares of Class A common stock to redemption value				2,381,498	2,381,498
Net income (loss)				(4,260,472)	(4,260,472)
Balance at Mar. 31, 2024		$ 489	$ 12	(11,087,809)	(11,087,308)
Balance (in Shares) at Mar. 31, 2024		4,892,500	120,000
Balance at Dec. 31, 2023		$ 489	$ 12	(9,208,835)	(9,208,334)
Balance (in Shares) at Dec. 31, 2023		4,892,500	120,000
Net income (loss)					(3,941,604)
Balance at Sep. 30, 2024		$ 489	$ 12	(12,127,856)	(12,127,355)
Balance (in Shares) at Sep. 30, 2024		4,892,500	120,000
Balance at Mar. 31, 2024		$ 489	$ 12	(11,087,809)	(11,087,308)
Balance (in Shares) at Mar. 31, 2024		4,892,500	120,000
Accretion of redeemable shares of Class A common stock to redemption value				(490,595)	(490,595)
Net income (loss)				151,625	151,625
Balance at Jun. 30, 2024		$ 489	$ 12	(11,426,779)	(11,426,278)
Balance (in Shares) at Jun. 30, 2024		4,892,500	120,000
Accretion of redeemable shares of Class A common stock to redemption value				(868,320)	(868,320)
Net income (loss)				167,243	167,243
Balance at Sep. 30, 2024		$ 489	$ 12	$ (12,127,856)	$ (12,127,355)
Balance (in Shares) at Sep. 30, 2024		4,892,500	120,000
[1] On June 12, 2023, the Company issued 4,442,500 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 4,442,500 shares of Class B common stock held by the Sponsor (See Note 6).

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)	$ (3,941,604)	$ 1,676,390
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
General and administrative expenses paid by related party	1,819,568	1,005,389
Interest income on cash and investments held in the Trust Account	(3,534,874)	(5,514,979)
Interest expense on mandatorily redeemable Class A common stock	5,276,311	1,533,745
Changes in operating assets and liabilities:
Prepaid expenses	496,076	541,642
Accrued expenses	(6,690)	907,615
Franchise tax payable		(149,802)
Income taxes receivable	(123,279)
Income taxes payable	14,492
Net cash provided by operating activities
Cash flows from investing activities
Proceeds from the Trust Account to pay franchise taxes	160,000	309,852
Proceeds from the Trust Account to pay income taxes	1,275,401	327,000
Proceeds from the Trust Account to redeem Public Shares	98,891,433	41,373,633
Cash deposited in the Trust Account	(1,558,215)	(1,716,430)
Proceeds from the Trust Account to repay bank overdraft facility	381,984
Net cash provided by investing activities	99,150,603	40,294,055
Cash flows from financing activities
Proceeds from related party – Sponsor loan	2,577,462	2,633,683
Redemption payment for Public Shares	(98,891,433)	(41,373,633)
Payment of related party payable	(2,454,648)	(1,554,105)
Repayment of bank overdraft facility	(381,984)
Net cash used in financing activities	(99,150,603)	(40,294,055)
Net change in Cash
Cash - beginning of the period	25,000	25,000
Cash - end of the period	25,000	25,000
Supplemental disclosure of non-cash financing activities
Prepaid expenses paid with Payables to related party	635,080	548,716
Supplemental disclosure of cash flow information
Cash paid for income taxes	$ 1,275,401	$ 327,000

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 [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. 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 operations. All activity through September 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the nine months ended September 30, 2024 and three and nine months ended September 30, 2023, the Company recognized non-operating income in the form of interest income from investments in money market funds that invested in U.S. government debt securities from the proceeds derived from the Initial Public Offering. Additionally, during the three and nine months ended September 30, 2024, the Company recognized non-operating income in the form of interest income from cash deposited in a demand deposit account held at a U.S. bank. The Company’s sponsor is CFAC Holdings VII, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on December 15, 2021. On December 20, 2021, the Company consummated the Initial Public Offering of 18,250,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 750,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $182,500,000, as described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 450,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds of $4,500,000, which is described in Note 4. The proceeds of the Private Placement Units and the Sponsor Note (as defined below) were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,000,000, consisting of $3,600,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on December 20, 2021, an amount of $186,150,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Units (see Note 4) and the proceeds of the Sponsor Note was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to be an unregistered investment company and thus be subject to regulation under the Investment Company Act, in December 2023, the Company instructed Continental to liquidate the investment in money market funds that invested in U.S. government debt securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a U.S. bank with Continental continuing to act as trustee, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below. On June 16, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of time for the Company to consummate the Business Combination from June 20, 2023 to March 20, 2024 (or such shorter period of time as determined by the Company’s board of directors) (the “First Extension”). In connection with the First Extension, the Sponsor agreed to loan the Company an aggregate amount of up to $3,861,967 (the “First Extension Loan”), with $429,107 ($0.03 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Monthly Amount”) deposited into the Trust Account for each calendar month of the First Extension. The First Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of the Business Combination. The principal balance of the First Extension Loan may be prepaid at any time with funds outside of the Trust Account. In connection with the stockholder vote to approve the First Extension, 3,946,419 Public Shares were redeemed at approximately $10.48 per share, resulting in a reduction of $41,373,633 in the amount held in the Trust Account. On March 14, 2024, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of time for the Company to consummate the Business Combination from March 20, 2024 to March 20, 2025 (or such shorter period of time as determined by the Company’s board of directors) (the “Second Extension”). In connection with the Second Extension, the Sponsor agreed to loan the Company an aggregate amount of up to $1,200,000 (the “Second Extension Loan”), with (i) $100,000 (the “Second Extension Monthly Amount”) deposited into the Trust Account in connection with the first funding of the Second Extension Loan on March 15, 2024, and (ii) the Second Extension Monthly Amount being deposited into the Trust Account for each calendar month thereafter (commencing on April 21, 2024 and ending on the 20 th Initial Business Combination – The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of the Business Combination with respect to the Company’s warrants. The Company will proceed with the Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of the Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder 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 stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with the Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under 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 common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination The initial stockholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial stockholders 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 the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.20 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s underwriters and independent registered public accounting firm. Liquidity and Capital Resources As of both September 30, 2024 and December 31, 2023, the Company had $25,000 of cash in its operating account. As of September 30, 2024 and December 31, 2023, the Company had a working capital deficit of approximately $12,314,000 and approximately $9,382,000, respectively. As of September 30, 2024 and December 31, 2023, approximately $3,714,000 and approximately $6,282,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through September 30, 2024 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $97,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the 2023 Working Capital Loan (as defined below), and the 2024 Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), which Sponsor Loan has been fully drawn by the Company. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). On September 29, 2023, the Company entered into a Working Capital Loan (the “2023 Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor made to the Company for working capital expenses, which 2023 Working Capital Loan has been fully drawn. Effective as of September 30, 2024, the Company entered into a Working Capital Loan (the “2024 Working Capital Loan”) with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses. On June 16, 2023, the Company entered into the First Extension Loan with the Sponsor, pursuant to which as of September 30, 2024, the Sponsor loaned the Company $3,861,967 in the aggregate. On March 14, 2024, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,200,000. Seven fundings of the Second Extension Monthly Amount were made during the nine months ended September 30, 2024 for the aggregate amount of $700,000. Each of the 2023 Working Capital Loan, the 2024 Working Capital Loan, the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. As of September 30, 2024 and December 31, 2023, there was approximately $11,039,000 and approximately $8,462,000, respectively, outstanding under the loans payable by the Company to the Sponsor. As of September 30, 2024 and December 31, 2023, these amounts included $1,750,000 as of both periods outstanding under the Sponsor Loan, approximately $3,862,000 and approximately $3,004,000, respectively, outstanding under the First Extension Loan, $3,650,000 as of both periods outstanding under the Sponsor Note (see Note 4), $1,000,000 and approximately $58,000, respectively, outstanding under the 2023 Working Capital Loan, $700,000 and $0, respectively, outstanding under the Second Extension Loan, and approximately $77,000 and $0, respectively, outstanding under the 2024 Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed financial statements are presented in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2024 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the final prospectus filed by the Company with the SEC on March 29, 2024 and December 16, 2021, respectively. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In April 2024, the Treasury Department issued proposed regulations providing guidance with respect to the excise tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by special purpose acquisition companies are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with the Business Combination, extension vote or otherwise (such as in connection with the First Extension and the Second Extension), may be subject to the excise tax depending on a number of factors. Because the excise tax would be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet been determined. The obligation of the Company to pay any excise tax could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete the Business Combination. As of September 30, 2024 and December 31, 2023, the Company recognized excise tax payable of approximately $1,405,000 and $414,000, respectively, in connection with the Extensions and resulting redemptions of Public Shares on the balance sheets. In addition, for the three and nine months ended September 30, 2024, the Company recognized $0 and approximately $991,000, respectively, of Interest expense on mandatorily redeemable Class A common stock, representing excise tax in connection with the redemption of Public Shares in the Second Extension, on the unaudited condensed statements of operations. For the three and nine months ended September 30, 2023, the Company recognized $0 and approximately $414,000, respectively, of Interest expense on mandatorily redeemable Class A common stock, representing excise tax in connection with the redemption of Public Shares in the First Extension, on the unaudited condensed statements of operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both September 30, 2024 and December 31, 2023. Bank overdrafts (if any) are presented as Other current liability in the balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For both the three and nine months ended September 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrants and FPS The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $0 and approximately $4,285,000 in the unaudited condensed statements of operations for the three and nine months ended September 30, 2024, respectively, and interest expense of $0 and approximately $1,120,000 in the unaudited condensed statements of operations for the three and nine months ended September 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 5,267,634 and 14,303,581 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,233,333 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 85,697 $ 79,594 $ 1,952 $ 790,725 $ 270,465 $ 6,634 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 5,267,634 4,892,500 120,000 14,303,581 4,892,500 120,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.06 For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (2,404,360 ) $ (1,500,442 ) $ (36,802 ) $ 1,289,080 $ 174,854 $ 212,456 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 7,839,911 4,892,500 120,000 16,683,040 2,262,932 2,749,568 Basic and diluted net income (loss) per share of common stock $ (0.31 ) $ (0.31 ) $ (0.31 ) $ 0.08 $ 0.08 $ 0.08 Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments (if any) held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the three and nine months ended September 30, 2024, the Company recognized income tax expense of approximately $229,000 and approximately $1,102,000, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 57.8% and (38.8)%, respectively. During the three and nine months ended September 30, 2023, the Company recognized income tax expense of approximately $377,000 and approximately $1,125,000, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 26.1% and 40.1%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the interest expense on mandatorily redeemable common stock liability, which is not deductible, start-up costs, which are currently not deductible as they are deferred for tax purposes, as well as increase in valuation allowance fully offsetting deferred balances. Recently Adopted Accounting Pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity New Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Segment Reporting In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements The SEC recently adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors 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 unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 18,250,000 Units at a price of $10.00 per Unit, including 750,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On December 20, 2021, the Sponsor forfeited 468,750 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In July 2020, the Sponsor purchased 3,737,500 shares of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. In January 2021, the Company effected a 35/26-for-1 stock split, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding and held by the Sponsor. On December 9, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On December 20, 2021, due to the underwriter advising the Company that it would not be exercising the remaining portion of the over-allotment option, 468,750 shares of Class B common stock were forfeited by the Sponsor, so that the shares of Class B common stock represented 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 4,562,500 shares of Class B common stock (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) outstanding and held by the Sponsor and two of the independent directors of the Company. All share and per share amounts have been retroactively adjusted. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. On June 12, 2023, the Company issued 4,442,500 shares of Class A common stock to the Sponsor upon the conversion of 4,442,500 shares of Class B common stock held by the Sponsor (the “Conversion”). The 4,442,500 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial Public Offering. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 450,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($4,500,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On December 20, 2022, the Sponsor transferred 2,500 shares of Class A common stock to an independent director of the Company. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete the Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants except that (i) they are subject to lock-up as described herein and (ii) holders of Private Placement Warrants will be entitled to certain registration rights. The Sponsor has agreed that it shall forfeit to the Company for cancellation any Private Placement Warrants held by the Sponsor on the date that is five years after the effective date of the registration statement, in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g), and at such time shall no longer have the right to exercise any Private Placement Warrants. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units (including the component securities thereof) until 30 days after the completion of the Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with any Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $6,537,500, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $97,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In connection with the Initial Public Offering, the Sponsor agreed to lend the Company up to $4,025,000, of which $3,650,000 was drawn as of the closing date of the Initial Public Offering (the “Sponsor Note”). As a result of the underwriter advising the Company that it would not exercise the remaining portion of the over-allotment option, there will be no further draws on the Sponsor Note. The Sponsor Note bears no interest. The proceeds of the Sponsor Note were deposited into the Trust Account and will be used to fund the redemption of the Public Shares (subject to the requirements of the applicable law). The Sponsor Note was extended in order to ensure that the amount in the Trust Account is $10.20 per Public Share as of the date of the Initial Public Offering. The Sponsor Note will be repaid upon the consummation of the Business Combination. If the Company does not complete the Business Combination, it will not repay the Sponsor Note and its proceeds will be distributed to the holders of the Public Shares. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. In order to finance transaction costs in connection with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Business Combination. For each of the three months ended September 30, 2024 and 2023, the Company paid $30,000 for office space and administrative fees. For each of the nine months ended September 30, 2024 and 2023, the Company paid $90,000 for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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 the Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the 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. On September 29, 2023, the Company entered into the 2023 Working Capital Loan in the amount of up to $1,000,000 in connection with advances the Sponsor made to the Company for working capital expenses, which 2023 Working Capital Loan has been fully drawn. Effective as of September 30, 2024, the Company entered into the 2024 Working Capital Loan in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses. 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. On June 16, 2023, the Company entered into the First Extension Loan with the Sponsor, pursuant to which as of September 30, 2024, the Sponsor loaned the Company $3,861,967 in the aggregate. On March 14, 2024, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,200,000. Seven fundings of the Second Extension Monthly Amount were made during the nine months ended September 30, 2024 for the aggregate amount of $700,000. Each of the 2023 Working Capital Loan, the 2024 Working Capital Loan, the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. As of September 30, 2024 and December 31, 2023, there was approximately $11,039,000 and approximately $8,462,000, respectively, outstanding under the loans payable by the Company to the Sponsor. As of September 30, 2024 and December 31, 2023, these amounts included $1,750,000 as of both periods outstanding under the Sponsor Loan, approximately $3,862,000 and approximately $3,004,000, respectively, outstanding under the First Extension Loan, $3,650,000 as of both periods outstanding under the Sponsor Note, $1,000,000 and approximately $58,000, respectively, outstanding under the 2023 Working Capital Loan, $700,000 and $0, respectively, outstanding under the Second Extension Loan, and approximately $77,000 and $0, respectively, outstanding under the 2024 Working Capital Loan. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance, if any, is included in Payable to related parties on the balance sheets.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on December 15, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On December 20, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 750,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option. CF&Co. was paid a cash underwriting discount of $3,500,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impact of the military conflicts in Ukraine and the Middle East on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflicts could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2024
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 6—Stockholders’ Deficit Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors and holders of shares of Class A common stock are not entitled to vote on the election of directors during such time. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any securities issued pursuant to the FPA). In January 2021, the Company effected a 35/26-for-1 stock split, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding and held by the Sponsor. Information contained in the financial statements has been retroactively adjusted for the stock split. On December 9, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On December 20, 2021, the Sponsor forfeited 468,750 shares of Class B common stock, resulting in an aggregate of 4,562,500 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company as of such date. Preferred Stock no

Warrants

Warrants	9 Months Ended
	Sep. 30, 2024
Warrants [Abstract]
Warrants	Note 7—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of the Business Combination provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless” basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. Notwithstanding the foregoing, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions and (ii) holders of the Private Placement Warrants are entitled to certain registration rights. The Sponsor has agreed that it shall forfeit to the Company for cancellation any Private Placement Warrants held by the Sponsor on the date that is five years after the effective date of the registration statement, in accordance with FINRA Rule 5110(g), and at such time shall no longer have the right to exercise any Private Placement Warrants. The Company may redeem the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”): ● in whole and not in part; ● at a price of $0.01 per Warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the 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.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - 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
Pay vs Performance Disclosure
Net Income (Loss)	$ 167,243	$ 151,625	$ (4,260,472)	$ 1,067,824	$ (329,612)	$ 938,178	$ (3,941,604)	$ 1,676,390

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both September 30, 2024 and December 31, 2023. Bank overdrafts (if any) are presented as Other current liability in the balance sheets.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For both the three and nine months ended September 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Under ASC 820, Fair Value Measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.
Warrants and FPS	Warrants and FPS The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $0 and approximately $4,285,000 in the unaudited condensed statements of operations for the three and nine months ended September 30, 2024, respectively, and interest expense of $0 and approximately $1,120,000 in the unaudited condensed statements of operations for the three and nine months ended September 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 5,267,634 and 14,303,581 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,233,333 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 85,697 $ 79,594 $ 1,952 $ 790,725 $ 270,465 $ 6,634 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 5,267,634 4,892,500 120,000 14,303,581 4,892,500 120,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.06 For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (2,404,360 ) $ (1,500,442 ) $ (36,802 ) $ 1,289,080 $ 174,854 $ 212,456 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 7,839,911 4,892,500 120,000 16,683,040 2,262,932 2,749,568 Basic and diluted net income (loss) per share of common stock $ (0.31 ) $ (0.31 ) $ (0.31 ) $ 0.08 $ 0.08 $ 0.08
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments (if any) held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the three and nine months ended September 30, 2024, the Company recognized income tax expense of approximately $229,000 and approximately $1,102,000, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 57.8% and (38.8)%, respectively. During the three and nine months ended September 30, 2023, the Company recognized income tax expense of approximately $377,000 and approximately $1,125,000, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 26.1% and 40.1%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the interest expense on mandatorily redeemable common stock liability, which is not deductible, start-up costs, which are currently not deductible as they are deferred for tax purposes, as well as increase in valuation allowance fully offsetting deferred balances.
Recently Adopted Accounting Pronouncement	Recently Adopted Accounting Pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Segment Reporting In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements The SEC recently adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors 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 unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income Per Share of Common Stock	The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 85,697 $ 79,594 $ 1,952 $ 790,725 $ 270,465 $ 6,634 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 5,267,634 4,892,500 120,000 14,303,581 4,892,500 120,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.06 For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (2,404,360 ) $ (1,500,442 ) $ (36,802 ) $ 1,289,080 $ 174,854 $ 212,456 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 7,839,911 4,892,500 120,000 16,683,040 2,262,932 2,749,568 Basic and diluted net income (loss) per share of common stock $ (0.31 ) $ (0.31 ) $ (0.31 ) $ 0.08 $ 0.08 $ 0.08

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)		1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 14, 2024	Jun. 16, 2023	Aug. 16, 2022	Dec. 20, 2021	Jul. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Sep. 29, 2023
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Incorporated date								Jul. 08, 2020
Warrant expiration date						5 years		5 years
Offering costs						$ 4,000,000		$ 4,000,000
Underwriting fees								3,600,000
Other costs						400,000		400,000
Loan payable						11,039,420		11,039,420		$ 8,461,958
Redeemed public shares (in Shares)	9,035,947	3,946,419
Amount held in the trust account	$ 98,891,433
Net tangible assets						5,000,001		$ 5,000,001
Aggregate share percentage								15%
Public share redeem percentage								100%
Dissolution expenses								$ 100,000
Initially held in the trust account per share (in Dollars per share)								$ 10.2
Trust account per share (in Dollars per share)								$ (10.2)
Operating account						25,000		$ 25,000		25,000
Working capital						12,314,000		12,314,000		9,382,000
Interest income held in trust								3,714,000		6,282,000
U.S. federal excise tax percentage			1%
Recognized excise tax payable						1,405,000		1,405,000		414,000
First Extension Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Price per share (in Dollars per share)		$ 0.03
Loan payable		$ 3,861,967				3,862,000		3,862,000		3,004,000
Second Extension Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Price per share (in Dollars per share)	$ 10.94
Loan payable	$ 1,200,000					700,000		700,000		0
Second Extension Monthly Amount [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable	100,000
2023 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						58,000		58,000		1,000,000
Sponsor Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						1,750,000		1,750,000		1,750,000
Sponsor Note [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						3,650,000		3,650,000		3,650,000
2024 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						77,000		77,000		0
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable		3,861,967				11,039,000		11,039,000		8,462,000
Share issued to sponsor					$ 25,000
Maximum sponsor loan						1,750,000		1,750,000
Sponsor [Member] | Second Extension Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						$ 700,000		700,000
Sponsor [Member] | 2023 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Working capital loan											$ 1,000,000
Trust Account [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Dissolution expenses								$ 100,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Price per share (in Dollars per share)						$ 10.2		$ 10.2
Loan payable		429,107
Amount held in the trust account		$ 41,373,633
Acquires outstanding voting securities						50%		50%
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						$ 11,039,000		$ 11,039,000		8,462,000
Share issued to sponsor								25,000
Maximum sponsor loan						1,750,000		1,750,000
Sponsor [Member] | First Extension Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						3,861,967		3,861,967
Sponsor [Member] | Second Extension Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable	$ 1,200,000					700,000		700,000
Sponsor [Member] | 2023 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Working capital loan						750,000		750,000
Sponsor Note [Member] | 2023 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						$ 1,000,000		$ 1,000,000
Sponsor Note [Member] | 2024 Working Capital Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable										58,000
Initial Business Combinations [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Fair market value percentage						80%		80%
CFAC Holdings VII LLC [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Warrant expiration date				5 years
Operating account						$ 25,000		$ 25,000		$ 25,000
Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								1,000,000
Gross proceeds								$ 10,000,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Consummated units (in Shares)						5,267,634		5,267,634		14,303,581
Price per share (in Dollars per share)						$ 12		$ 12
Number of share (in Shares)				1
Interest expense on mandatorily redeemable Class A common stock						$ 0	$ 0	$ 4,285,000	$ 1,120,000
Interest expense							$ 0		$ 414,000
Class A Common Stock [Member] | CFAC Holdings VII LLC [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Number of share (in Shares)				1
Redeemable warrant				one-third
Sale of stock price per unit (in Dollars per share)				$ 11.5
Class A Common Stock [Member] | Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								250,000
IPO [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								750,000
Price per share (in Dollars per share)						$ 10.2		$ 10.2
Sale of stock price per unit (in Dollars per share)						$ 10		$ 10
Loan payable						$ 97,000		$ 97,000
IPO [Member] | Sponsor Loan [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						3,650,000		3,650,000
IPO [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Loan payable						$ 4,025,000		$ 4,025,000
IPO [Member] | J.P. Morgan Chase Bank [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Generating gross proceeds				$ 186,150,000
Sale of stock price per unit (in Dollars per share)				$ 10.2
IPO [Member] | Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Price per share (in Dollars per share)						$ 10		$ 10
IPO [Member] | Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								18,250,000
IPO [Member] | Class A Common Stock [Member] | CFAC Holdings VII LLC [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Consummated units (in Shares)				18,250,000
Over-Allotment Option [Member] | CFAC Holdings VII LLC [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)				750,000
Price per share (in Dollars per share)				$ 10
Generating gross proceeds				$ 182,500,000
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								450,000
Generating gross proceeds								$ 4,500,000
Sale of stock price per unit (in Dollars per share)						10		$ 10
Gross proceeds								$ 4,500,000
Private Placement [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Shares of common stock (in Shares)								450,000
Sale of stock price per unit (in Dollars per share)						10		$ 10
Private Placement [Member] | Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Sale of stock price per unit (in Dollars per share)						$ 11.5		$ 11.5
Public Shares [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Price per share (in Dollars per share)		$ 10.48
Public Shares [Member] | Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Interest expense on mandatorily redeemable Class A common stock						$ 0		$ 991,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Federal depository insurance coverage	$ 250,000		$ 250,000
Income tax expense	$ 229,273	$ 377,292	$ 1,101,741	$ 1,124,586
Percentage of effective tax rate	57.80%	26.10%	(38.80%)	40.10%
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Interest expense on mandatorily redeemable Class A common stock	$ 0	$ 0	$ 4,285,000	$ 1,120,000
Common stock subject to possible redemption (in Shares)	5,267,634		5,267,634		14,303,581
IPO [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Aggregate of common stock, shares (in Shares)	6,233,333		6,233,333

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A – Public shares [Member]
Numerator:
Net income (loss)	$ 85,697	$ 790,725	$ (2,404,360)	$ 1,289,080
Denominator:
Basic weighted average number of shares of common stock outstanding	5,267,634	14,303,581	7,839,911	16,683,040
Diluted weighted average number of shares of common stock outstanding	5,267,634	14,303,581	7,839,911	16,683,040
Basic net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Class A – Private placement shares [Member]
Numerator:
Net income (loss)	$ 79,594	$ 270,465	$ (1,500,442)	$ 174,854
Denominator:
Basic weighted average number of shares of common stock outstanding	4,892,500	4,892,500	4,892,500	2,262,932
Diluted weighted average number of shares of common stock outstanding	4,892,500	4,892,500	4,892,500	2,262,932
Basic net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Class B – Common stock [Member]
Numerator:
Net income (loss)	$ 1,952	$ 6,634	$ (36,802)	$ 212,456
Denominator:
Basic weighted average number of shares of common stock outstanding	120,000	120,000	120,000	2,749,568
Diluted weighted average number of shares of common stock outstanding	120,000	120,000	120,000	2,749,568
Basic net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08
Diluted net income (loss) per share of common stock	$ 0.02	$ 0.06	$ (0.31)	$ 0.08

Initial Public Offering (Detail

Initial Public Offering (Details) - IPO [Member] - $ / shares		9 Months Ended
	Dec. 20, 2021	Sep. 30, 2024
Initial Public Offering [Line Items]
Sale of units		750,000
Sale of stock price (in Dollars per share)		$ 10
Percentage of issued and outstanding	20%
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Sale of units		18,250,000
Class A Common Stock [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Warrants price per share (in Dollars per share)		$ 11.5
Class B Common Stock [Member]
Initial Public Offering [Line Items]
Sponsor forfeited shares	468,750

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended			3 Months Ended		9 Months Ended
	Mar. 14, 2024	Jun. 12, 2023	Dec. 09, 2021	Dec. 20, 2022	Dec. 20, 2021	Jul. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Sep. 29, 2023	Jun. 16, 2023	Jan. 31, 2021
Related Party Transactions [Line Items]
Number of trading days									30 days
Business combination, acquisition related costs									$ 6,537,500
Gross proceeds percentage									3.50%
Loans payable							$ 11,039,420		$ 11,039,420		$ 8,461,958
Office space for per month									10,000
Administrative fees							30,000	$ 30,000	90,000	$ 90,000
Extension loan amount	$ 1,200,000
Sponsor [Member]
Related Party Transactions [Line Items]
Stock purchase value						$ 25,000
Loans payable							11,039,000		11,039,000		8,462,000		$ 3,861,967
Maximum sponsor loan							1,750,000		1,750,000
Working capital expenses												$ 1,000,000
Sponsor Loan [Member]
Related Party Transactions [Line Items]
Loans payable							1,750,000		1,750,000		1,750,000
2023 Working Capital Loan [Member]
Related Party Transactions [Line Items]
Loans payable							58,000		58,000		1,000,000
2023 Working Capital Loan [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Working capital expenses							750,000		750,000
Second Extension Loan [Member]
Related Party Transactions [Line Items]
Share price (in Dollars per share)	$ 10.94
Loans payable	$ 1,200,000						700,000		700,000		0
Second Extension Loan [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Loans payable							700,000		700,000
First Extension Loan [Member]
Related Party Transactions [Line Items]
Loans payable							3,004,000		3,004,000		3,862,000
Sponsor Note [Member]
Related Party Transactions [Line Items]
Loans payable							3,650,000		3,650,000		3,650,000
2024 Working Capital Loan [Member]
Related Party Transactions [Line Items]
Loans payable							$ 77,000		$ 77,000		$ 0
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Common stock par value (in Dollars per share)							$ 0.0001		$ 0.0001		$ 0.0001
Founder shares outstanding (in Shares)					4,562,500
Founders shares transferred to independent director (in Shares)			20,000
Founder shares of forfeited (in Shares)					468,750
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Common stock par value (in Dollars per share)						$ 0.0001
Founder shares of forfeited (in Shares)					468,750
Conversion of stock issued (in Shares)		4,442,500
Class A Common Stock [Member]
Related Party Transactions [Line Items]
Common stock par value (in Dollars per share)							0.0001		0.0001		$ 0.0001
Share price (in Dollars per share)							12		$ 12
Number of trading days									20 days
Class A Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)		4,442,500
Conversion of stock issued (in Shares)		4,442,500
Founder Shares [Member]
Related Party Transactions [Line Items]
Founder shares outstanding (in Shares)														5,031,250
Issued and outstanding ordinary shares percentage					20%
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)						3,737,500
Private Placement [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)									450,000
Share price (in Dollars per share)							10		$ 10
Gross proceeds									$ 4,500,000
Private Placement [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)									450,000
Share price (in Dollars per share)							10		$ 10
Private Placement [Member] | Class A Common Stock [Member]
Related Party Transactions [Line Items]
Share price (in Dollars per share)							11.5		$ 11.5
Private Placement [Member] | Class A Common Stock [Member] | Director [Member]
Related Party Transactions [Line Items]
Founders shares transferred to independent director (in Shares)				2,500
Initial Public Offering [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)									750,000
Share price (in Dollars per share)							10.2		$ 10.2
Share price (in Dollars per share)							$ 10		$ 10
Gross proceeds percentage									5.50%
Loans payable							$ 97,000		$ 97,000
Initial Public Offering [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Loans payable							4,025,000		4,025,000
Initial Public Offering [Member] | Sponsor Loan [Member]
Related Party Transactions [Line Items]
Loans payable							3,650,000		$ 3,650,000
Initial Public Offering [Member] | Class A Common Stock [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)									18,250,000
Pre-IPO Note [Member]
Related Party Transactions [Line Items]
Loans payable							97,000		$ 97,000
Pre-IPO Note [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Loans payable							$ 300,000		$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
	Dec. 20, 2021	Sep. 30, 2024
Commitments and Contingencies [Line Items]
Options exercised	750,000
Underwriting discount		$ 3,600,000
CF&Co. [Member]
Commitments and Contingencies [Line Items]
Options to purchase		2,625,000
Underwriting discount		$ 3,500,000
Initial Public Offering [Member]
Commitments and Contingencies [Line Items]
Underwriters fee		$ 100,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares			1 Months Ended	9 Months Ended
	Jun. 12, 2023	Dec. 09, 2021	Dec. 20, 2021	Sep. 30, 2024	Dec. 31, 2023	Jan. 31, 2021
Stockholders’ Deficit [Line Items]
Aggregate converted basis percentage				20%
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock shares outstanding
Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Founder shares outstanding						5,031,250
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized				160,000,000	160,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				4,892,500	4,892,500
Common stock, shares outstanding				4,892,500	4,892,500
Shares of redemption				5,267,634	14,303,581
Common stock subject to possible redemption				5,267,634	14,303,581
Class A Common Stock [Member] | Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares outstanding				4,442,500
Common stock subject to possible redemption				14,303,581
Class A Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Conversion of stock issued	4,442,500
Class A Common Stock [Member] | Second Extension [Member]
Stockholders’ Deficit [Line Items]
Shares of redemption					9,035,947
Class A Common Stock [Member] | First Extension [Member]
Stockholders’ Deficit [Line Items]
Common stock subject to possible redemption					3,946,419
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized				40,000,000	40,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				120,000	120,000
Common stock, shares outstanding				120,000	120,000
Founder shares outstanding			4,562,500
Shares transferred		20,000
Sponsor forfeited shares			468,750
Class B Common Stock [Member] | Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Sponsor stock outstanding			4,562,500
Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock, shares issued
Private Placement Shares [Member] | Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares outstanding				120,000	450,000

Warrants (Details)

Warrants (Details)	Sep. 30, 2024 $ / shares
Warrants [Line Items]
Warrant expiration term	5 years
Price per warrant	$ 0.01
Warrant [Member]
Warrants [Line Items]
Sale price of common stock per share	$ 18