Roth CH Acquisition (USCTF) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40959
Entity Registrant Name	ROTH CH ACQUISITION CO.
Entity Central Index Key	0001860514
Entity Tax Identification Number	98-1601095
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2340 Collins Avenue;
Entity Address, Address Line Two	Suite 402
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33141
City Area Code	(949)
Local Phone Number	720-7133
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	USTUF
Class A ordinary share, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	USCTF
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	USTWF
Class A Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		5,836,553
Class B Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		75,000

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash	$ 43,585	$ 13,755
Prepaid expenses	6,375	38,141
Total Current Assets	49,960	51,896
Trust Account receivable	0	147,410
Cash and marketable securities held in Trust Account		23,332,031
TOTAL ASSETS	49,960	23,531,337
Current liabilities
Accounts payable and accrued expenses	826,744	660,952
Promissory note - related party	1,109,412	682,508
Total Current Liabilities	1,936,156	1,343,460
Warrant liabilities	26,700	556,250
Total Liabilities	1,962,856	1,899,710
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 0 and 2,119,236 shares issued and outstanding at redemption value of $0 and $11.08 per share at September 30, 2024 and December 31, 2023, respectively		23,479,441
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued or outstanding
Additional paid-in capital	6,592,111	7,107,564
Accumulated deficit	(8,505,598)	(8,955,953)
Total Shareholders’ Deficit	(1,912,896)	(1,847,814)
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	49,960	23,531,337
Common Class A [Member]
SHAREHOLDERS’ DEFICIT
Common Stock, Value, Issued	584	568
Common Class B [Member]
SHAREHOLDERS’ DEFICIT
Common Stock, Value, Issued	$ 7	$ 7

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	200,000,000	200,000,000
Temporary equity, shares issued	0	2,119,236
Temporary equity, shares outstanding	0	2,119,236
Temporary Equity, Redemption Price Per Share	$ 0	$ 11.08
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	5,836,553	5,675,000
Common stock, shares outstanding	5,836,553	5,675,000
Shares subject to possible redemption	0	2,119,236
Class B Ordinary Shares [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	75,000	75,000
Common stock, shares outstanding	75,000	75,000

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
Income Statement [Abstract]
Formation and operating costs	$ 59,858	$ 460,206	$ 514,632	$ 4,097,406
Loss from operations	(59,858)	(460,206)	(514,632)	(4,097,406)
Other income (expense):
Change in fair value of warrant liabilities		(1,185,925)	529,550	(1,328,325)
Interest income on cash and marketable securities held in Trust Account		336,709	435,437	2,204,264
Forgiveness of Debt		42,181		4,692,176
Commitment fee				(125,000)
Other income, net		(807,035)	964,987	5,443,115
Net (loss) income	$ (59,858)	$ (1,267,241)	$ 450,355	$ 1,345,709
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares		2,337,549	1,051,884	6,403,151
Basic and diluted net (loss) income per share, Class A redeemable ordinary shares		$ (0.16)	$ 0.07	$ 0.11
Basic and diluted weighted average shares outstanding, Class A and B non-redeemable ordinary shares	5,911,553	5,750,000	5,852,352	5,750,000
Basic and diluted net (loss) income per share, Class A and B non-redeemable ordinary shares	$ (0.01)	$ (0.16)	$ 0.07	$ 0.11

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — June 30, 2023 (unaudited) at Dec. 31, 2022		$ 575		$ (10,482,723)	$ (10,482,148)
Beginning at beginning, shares at Dec. 31, 2022		5,750,000
Conversion of Class B ordinary shares to Class A ordinary shares	$ 565	$ (565)
Conversion of Class B ordinary shares to Class A ordinary shares, shares	5,650,000	(5,650,000)
Sale of founder shares and private warrants by sponsor (Note 5)			5,753		5,753
Sale of founder shares and private warrants by sponsor (Note 5)			(5,753)		(5,753)
Capital Contribution from commitment fee (Note 5)			125,000		125,000
Remeasurement of Class A ordinary shares subject to redemption			(125,000)	(1,059,982)	(1,184,982)
Net loss				(4,671,643)	(4,671,643)
Balance — September 30, 2023 (unaudited) at Mar. 31, 2023	$ 565	$ 10		(16,214,348)	(16,213,773)
Ending at beginning, shares at Mar. 31, 2023	5,650,000	100,000
Conversion of Class B ordinary shares to Class A ordinary shares	$ 3	$ (3)
Conversion of Class B ordinary shares to Class A ordinary shares, shares	25,000	(25,000)
Reduction of deferred underwriting fee			8,231,688		8,231,688
Capital contribution from forgiveness of related party expenses (Note 5)			60,556		60,556
Capital contribution from Wejo Assignment and assumption agreement (Note 5)			250,000		250,000
Capital contribution from Working Capital Advance (Note 5)			250,000		250,000
Remeasurement of Class A ordinary shares subject to redemption			(742,574)		(742,574)
Net loss				7,284,593	7,284,593
Balance — September 30, 2023 (unaudited) at Jun. 30, 2023	$ 568	$ 7	8,049,670	(8,929,755)	(879,510)
Ending at beginning, shares at Jun. 30, 2023	5,675,000	75,000
Remeasurement of Class A ordinary shares subject to redemption			(456,708)		(456,708)
Net loss				(1,267,241)	(1,267,241)
Balance — September 30, 2023 (unaudited) at Sep. 30, 2023	$ 568	$ 7	7,592,962	(10,196,996)	(2,603,459)
Ending at beginning, shares at Sep. 30, 2023	5,675,000	75,000
Balance — June 30, 2023 (unaudited) at Dec. 31, 2023	$ 568	$ 7	7,107,564	(8,955,953)	(1,847,814)
Beginning at beginning, shares at Dec. 31, 2023	5,675,000	75,000
Remeasurement of Class A ordinary shares subject to redemption			(485,713)		(485,713)
Net loss				279,184	279,184
Balance — September 30, 2023 (unaudited) at Mar. 31, 2024	$ 568	$ 7	6,621,851	(8,676,769)	(2,054,343)
Ending at beginning, shares at Mar. 31, 2024	5,675,000	75,000
Reclassification of Class A Redeemable Shares	$ 16		(16)
Reclassification of Class A Redeemable Shares, shares	161,553
Remeasurement of Class A ordinary shares subject to redemption			(29,724)		(29,724)
Net loss				231,029	231,029
Balance — September 30, 2023 (unaudited) at Jun. 30, 2024	$ 584	$ 7	6,592,111	(8,445,740)	(1,853,038)
Ending at beginning, shares at Jun. 30, 2024	5,836,553	75,000
Net loss				(59,858)	(59,858)
Balance — September 30, 2023 (unaudited) at Sep. 30, 2024	$ 584	$ 7	$ 6,592,111	$ (8,505,598)	$ (1,912,896)
Ending at beginning, shares at Sep. 30, 2024	5,836,553	75,000

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	$ 450,355	$ 1,345,709
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on cash and marketable securities held in Trust Account	(435,437)	(2,204,264)
Change in fair value of warrant liability	(529,550)	1,328,325
Forgiveness of debt		(4,692,176)
Interest expense		125,000
Changes in operating assets and liabilities:
Prepaid expenses	31,766	255,554
Accounts payable and accrued expenses	165,792	3,185,207
Accrued offering costs		(8,000)
Net cash used in operating activities	(317,074)	(664,645)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(327,410)	(180,000)
Cash withdrawn from Trust Account for working capital	100,000
Cash withdrawn from Trust Account in connection with redemption	23,994,878	217,525,458
Trust receivable	147,410
Net cash provided by Investing activities	23,914,878	217,345,458
Cash Flows from Financing Activities:
Proceeds from promissory note – related party	426,904	321,941
Advances from related party		310,000
Proceeds from Working Capital Advance		250,000
Payment of offering costs		(70,000)
Redemption of ordinary shares	(23,994,878)	(217,525,458)
Net cash used in financing activities	(23,567,974)	(216,713,517)
Net Change in Cash	29,830	(32,704)
Cash – Beginning	13,755	124,237
Cash – Ending	43,585	91,533
Non-cash investing and financing activities
Conversion of advances and short-term promissory notes to long-term promissory notes		91,000
Re-measurement of Class A ordinary shares subject to possible redemption amount	515,437	2,384,264
Deferred underwriting fee payable written-off		8,231,688
Forgiveness of debt from related parties		$ 560,556

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Roth CH Acquisition Co. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021 with the name TKB Critical Technologies 1. The Company changed its name on September 7, 2023 to Roth CH Acquisition Co. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). The Company is not limited to a particular industry or geographic location for purposes of consummating an initial business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2024, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through September 30, 2024, relates to the Company’s formation and its initial public offering (the “IPO”), which is described below and, subsequent to the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of the initial business combination, at the earliest. The Company generates non-operating income from the marketable securities held in the Trust Account up to the termination of the Trust Account (defined below). The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,750,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Warrant in a private placement to TKB Sponsor I, LLC (the “Sponsor”), generating proceeds of $ 10,750,000 . Transaction costs of the IPO amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 19,774,814 1,365,245 Following the closing of the IPO on October 29, 2021, $ 234,600,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination; and (ii) the redemption of any Public Shares (as defined below) properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”); and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination by October 29, 2024 (or any extended period of time that the Company may have to consummate an initial business combination as a result of an amendment to its Articles) (the “Combination Period”). On April 29, 2024, pursuant to the Third Amendment, as described below, the Trust Account was voluntarily liquidated and the provisions in the Articles requiring that an initial business combination be completed within the Combination Period and other SPAC-related provisions (collectively, the “SPAC Provisions”) were eliminated. Prior to the effectiveness of the Third Amendment, the Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. Prior to the effectiveness of the Third Amendment, the Company was required to complete an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial business combination and could only complete an initial business combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Prior to the effectiveness of the Third Amendment, the Company was required to provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The public shareholder will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.20 per Public Share initially, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and which interest shall be net of taxes payable), calculated as of two business days prior to the completion of the initial business combination. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. In connection with the approval of the Third Amendment to remove the SPAC Provisions, the Company revised the Articles to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement. The termination of the Business Combination Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors, pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively. On January 27, 2023, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from January 29, 2023 to June 29, 2023 (the “Extension Amendment”). The shareholders also approved a proposal (the “Trust Agreement Amendment Proposal”) to amend the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from January 29, 2023, to June 29, 2023. In connection with the vote to approve the Extension Amendment Proposal, the holders of 17,533,296 10.38 181.9 On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase from Sponsor and the Directors, an aggregate of 4,312,500 4,237,500 75,000 8,062,500 1.00 On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”), pursuant to which the Company terminated the Administrative Services Agreement with Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all outstanding fees thereunder as of the date of the Closing. On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $ 60,000 3,347,468 10.64 35,601,649 On each of January 5, 2024, February 6, 2024, and March 6, 2024, the Company deposited an additional $ 60,000 180,000 On February 29, 2024, Gordon Roth resigned as Chief Financial Officer of the Company and the Board appointed Joseph Tonnos as Chief Financial Officer of the Company, effective February 29, 2024. Mr. Roth’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices. On April 3, 2024, the Overpayment Amount, as described in Note 8, was deposited back into Trust Account. On April 15, 2024, Roth CH Acquisition Co. (the “Company”) announced that it had notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordinary Share at an exercise price of $ 11.50 On April 29, 2024, the shareholders approved the amendment of the Articles of Association (“Third Amendment”). The Third Amendment reflects the removal of the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s Public Shares following distribution of the funds held in the Company’s trust account established in connection with the IPO. In connection with the implementation of the Third Amendment, the Company redeemed 90% of the Public Shares and provided each holder their pro rata share of the balance in the Trust Account. The trust liquidation was effective May 15, 2024. Liquidity and Going Concern As of September 30, 2024, the Company had $ 43,585 1,886,196 On April 29, 2024, the shareholders approved the amendment of the Articles of Association (“Third Amendment”). The Third Amendment reflects the removal of the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s Public Shares following distribution of the funds held in the Company’s trust account established in connection with the IPO. In connection with the implementation of the Third Amendment, the Company redeemed 90% of the Public Shares and provided each holder their pro rata share of the balance in the Trust Account. The Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ ASC Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative 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 these condensed financial statements. The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these condensed financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements as of September 30, 2024 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024 or for any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company, which 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. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 43,585 13,755 no Cash and Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000 Offering Costs Associated with IPO Offering costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 1,365,245 19,774,814 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. See Note 9 for valuation methodology of warrants. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ ASC 820 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Class A Ordinary Shares Subject to Possible Redemption As of September 30, 2024 and December 31, 2023, the Company had 5,836,553 7,794,236 0 2,119,236 0 2,119,236 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Temporary equity balance sheet Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2023 2,119,236 $ 23,479,441 Plus: Re-measurement of carrying value to redemption value - 485,713 Class A ordinary shares subject to possible redemption at March 31, 2024 2,119,236 $ 23,965,154 Less: Redemptions (1,957,683 ) (23,994,878 ) Reclassification of Class A redeemable shares (161,553 ) - Plus: Re-measurement of carrying value to redemption value - 29,724 Class A ordinary shares subject to possible redemption at June 30, 2024 and September 30, 2024 - $ - Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ ASC 740 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Class A Class A and B Class A Class A and B Class A Class A and B Class A Class A and B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ - $ (59,858 ) $ (366,271 ) $ (900,970 ) $ 68,613 $ 381,742 $ 709,016 $ 636,693 Denominator: Basic and diluted weighted average common shares outstanding - 5,911,553 2,337,549 5,750,000 1,051,884 5,852,352 6,403,151 5,750,000 Basic and diluted net income (loss) per common share $ - $ (0.01 ) $ (0.16 ) $ (0.16 ) $ 0.07 $ 0.07 $ 0.11 $ 0.11 Related Parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $ 250,000 Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ ASU 2020-06 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering
Initial Public Offering	Note 3 Initial Public Offering In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 10.00 11.50 An aggregate of $ 10.20 234,600,000 Transaction costs as of the IPO date amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2024
Private Placement
Private Placement	Note 4 Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,750,000 11.50

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 Related Party Transactions Founder Shares In April 2021, the Sponsor purchased 5,750,000 25,000 750,000 750,000 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an initial business combination or (B) subsequent to an initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital Management, L.P. (collectively, “Apollo”), certain funds managements by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners, L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding Units issued in connection with the exercise of the over-allotment option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and Private Placement Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units. Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the Founder Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement Warrants to the Sponsor. The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 7,753,530 6.61 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO. On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas the Sponsor assigned 23,883 The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has hired a valuation firm to assess, using the lattice model, the fair value associated with the Founder Shares granted. The fair value of the 23,883 28,946 On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase from Sponsor and the Directors, an aggregate of 4,312,500 4,237,500 75,000 8,062,500 1.00 ● on the closing date of the Transaction (the “Closing Date”), Buyers will contribute $ 31,000 ● on the closing date of the Company’s initial business combination, Buyers will cause the Company to use $ 300,000 ● conditioned on the approval by the Company’s shareholders of the Extension (as defined below), Buyers will contribute to the Company as a loan the lesser of (i) $ 60,000 ● prior to the Closing Date, the Directors will convert the portion of the Class B ordinary shares to be retained by them following the transfer of the Transferred Securities into Class A ordinary shares of the Company on a one-for-one basis (the “Class B Conversion”); ● effective on the Closing Date, Philippe Tartavull, Greg Klein and Angela Blatteis will resign from their roles as officers and directors of the Company and the Company will appoint the individuals designated by Buyers as officers and directors; ● upon the expiration of certain waiting periods contemplated by the Agreement, the incumbent independent directors of the Company will resign and be replaced by individuals designated by Buyers. Forward Purchase Agreements The Company entered into separate forward purchase agreements (the “ Forward Purchase Agreements Forward Purchasers The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial business combination. Promissory Note – Related Party In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “ Promissory Note 300,000 300,000 279,597 20,403 On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate of $ 1,000,000 2,000,000 June 30, 2025 1,109,412 682,508 Administrative Services Agreement The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (“ TKB Capital 10,000 0 60,000 no Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. Working Capital Advance On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered into a promissory note (the “ Phelan Note Lender 750,000 250,000 375,000 250,000 125,000 Wejo Assignment and Assumption Agreement On January 5, 2023, the Sponsor entered into an assignment and assumption agreement with Wejo, which was subsequently amended and restated on March 2, 2023 (the “ Wejo Assignment the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000. The Sponsor subsequently advanced $ 250,000 83,250 250,000 294,289 7,500 301,789 107.88 4.78 0.03 6,789 0 250,000 Forgiveness of related party accrued expenses In connection with the securities transfer Agreement described above, affiliates of the of Sponsor forgave $ 60,556 57,335 3,221 60,556

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Shareholders’ Deficit	Note 6 — Shareholders’ Deficit Preference Shares — 1,000,000 0.0001 no Class A Ordinary Shares — 200,000,000 0.0001 5,836,553 5,675,000 0 2,119,236 Class B Ordinary Shares — 20,000,000 0.0001 75,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial business combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of an initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial business combination, excluding any forward purchase securities, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Conversion of Class B shares On January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association of the Company, the Sponsor, the holder of an aggregate of 5,650,000 0.0001 Class B Shares Class A Shares 28,650,000 100,000 25,000

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2024
Guarantees and Product Warranties [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company accounts for the 22,250,000 11,500,000 10,750,000 Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its IPO or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price Market Value The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A ordinary shares as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans and forward purchase securities that may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, forward purchase warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 30,000,000 3,850,000 0.35 8,800,000 In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting commission of $ 8,800,000 8,800,000 Broker Dealer Agreements The Company entered into seven broker dealer agreements through September 30, 2024, for the purposes of identifying a target company (“ Target Consulting Agreements The Company entered into nineteen consulting agreements through September 30, 2024. With respect to seventeen of the nineteen consulting agreements, during the term of each agreement, the consultant (“ Consultant 350,000 1,000,000 On August 3, 2022, the Company entered into a consulting agreement. During the term of this agreement, the Consultant will advise the Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. As consideration for the services performed by the Consultant during the term of the agreement, upon the closing of an initial business combination, the Company shall pay to the Consultant a fee equal to one percent (1%) of the pre-money equity value of the Target, as stated in the Agreement and Plan of Merger executed between the Company and the Target (which such pre-money equity value shall be determined in a manner consistent with disclosures set forth in the proxy statement/prospectus filed in connection with such initial business combination). Payment to the Consultant is dependent upon the closing of an initial business combination. On October 25, 2022, the Company entered into a consulting agreement. During the term of this agreement, the consultant (“ Consultant As of September 30, 2024, no work has been performed related to any of the aforementioned consulting agreements and thus the Company did not accrue any amounts related to these agreements. Vendor Agreement On August 26, 2021, the Company entered into an agreement with a vendor to provide services and support in connection with finding and completing a successful business combination. In connection with these services, the Company agreed to pay the vendor $ 250,000 45,000 On August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $ 125 On October 7, 2022, the Company terminated the original agreement and entered into a new agreement with the vendor, pursuant to which the Company agreed to pay the vendor $ 125 23,883 For the three and nine months ended September 30, 2024 and 2023, the Company incurred $ 0 0 42,181 Advisory Agreement On January 9, 2023, the Company entered into an advisory agreement letter with Jefferies LLC (“ Jefferies 16,000 Business Combination Agreement On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“ Wejo Merger Sub 1 Holdco Merger Sub 2 Merger Subs Business Combination Agreement On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that certain Mutual Termination Agreement (“Termination Agreement” The termination of the Business Combination Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors, pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively. Regulatory Communications On April 11, 2023, TKB Critical Technologies 1 (the “Company”) received a letter (the “MVPHS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive trading days prior to the date of the MVPHS Notice, the Company’s minimum market value of publicly held shares was less than $15.0 million, which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS Rule. On October 16, 2023, the Company received written notice from Nasdaq that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 shareholders for continued listing on the Nasdaq Global Market. Additionally, as previously disclosed in the Company’s Current Report on Form 8-K filed on January 29, 2024, the Company received a notice from Nasdaq that the Company was not in compliance with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2022. On April 15, 2024, the Company announced that it had notified Nasdaq of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordinary Share at an exercise price of $ 11.50 Deferred Legal Fee The Company incurred $ 0 431,793 0 2,657,577 On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness of $ 3,730,114 As of September 30, 2024 and December 31, 2023, the Company had $ 234,849 Trust Account Receivable In connection with the Extension Amendment, as described in Note 1, a clerical error resulted in the redeeming shareholders receiving an overpayment of approximately $0.04 per Class A ordinary share, for an aggregate total overpayment amount of $ 147,410 0

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value, Liabilities Measured on Recurring Basis Description Level September 30, December 31, Assets: Cash and marketable securities held in trust account 1 $ - $ 23,332,031 Liabilities: Warrant liability – Public Warrants 2 13,800 287,500 Warrant liability – Private Placement Warrants 2 12,900 268,750 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements of operations. As of September 30, 2024, the aggregate values of the Public Warrants and Private Placement Warrants were $ 13,800 12,900 0.0012 287,500 268,750 0.03 The following table presents the changes in the fair value of warrant liabilities: Schedule of Derivative Liabilities at Fair Value Private Public Warrant Fair value as of January 1, 2024 $ 268,750 $ 287,500 $ 556,250 Change in fair value (117,175 ) (125,350 ) (242,525 ) Fair value as of March 31, 2024 $ 151,575 $ 162,150 $ 313,725 Change in fair value (138,675 ) (148,350 ) (287,025 ) Fair value as of June 30, 2024 $ 12,900 $ 13,800 $ 26,700 Change in fair value - - - Fair value as of September 30, 2024 $ 12,900 $ 13,800 $ 26,700 Private Public Warrant Fair value as of January 1, 2023 $ 233,275 $ 249,550 $ 482,825 Change in fair value 1,379,225 1,475,450 2,854,675 Fair value as of March 31, 2023 $ 1,612,500 $ 1,725,000 $ 3,337,500 Change in fair value (1,310,425 ) (1,401,850 ) (2,712,275 ) Fair value as of June 30, 2023 $ 302,075 $ 323,150 $ 625,225 Change in fair value 572,975 612,950 1,185,925 Fair value as of September 30, 2023 $ 875,050 $ 936,100 $ 1,811,150 The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant will be used as the fair value as of each reporting period. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market under the ticker USCTW. As of September 30, 2024 and December 31, 2023, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There was a transfer of $ 13,800

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events Management has evaluated the impact of subsequent events through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements as of September 30, 2024 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024 or for any future period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company, which 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.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 43,585 13,755 no
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000
Offering Costs Associated with IPO	Offering Costs Associated with IPO Offering costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 1,365,245 19,774,814
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. See Note 9 for valuation methodology of warrants.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ ASC 820
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption As of September 30, 2024 and December 31, 2023, the Company had 5,836,553 7,794,236 0 2,119,236 0 2,119,236 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Temporary equity balance sheet Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2023 2,119,236 $ 23,479,441 Plus: Re-measurement of carrying value to redemption value - 485,713 Class A ordinary shares subject to possible redemption at March 31, 2024 2,119,236 $ 23,965,154 Less: Redemptions (1,957,683 ) (23,994,878 ) Reclassification of Class A redeemable shares (161,553 ) - Plus: Re-measurement of carrying value to redemption value - 29,724 Class A ordinary shares subject to possible redemption at June 30, 2024 and September 30, 2024 - $ -
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ ASC 740 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Net (Loss) Income Per Ordinary Share	Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Class A Class A and B Class A Class A and B Class A Class A and B Class A Class A and B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ - $ (59,858 ) $ (366,271 ) $ (900,970 ) $ 68,613 $ 381,742 $ 709,016 $ 636,693 Denominator: Basic and diluted weighted average common shares outstanding - 5,911,553 2,337,549 5,750,000 1,051,884 5,852,352 6,403,151 5,750,000 Basic and diluted net income (loss) per common share $ - $ (0.01 ) $ (0.16 ) $ (0.16 ) $ 0.07 $ 0.07 $ 0.11 $ 0.11
Related Parties	Related Parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $ 250,000
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ ASU 2020-06 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Temporary equity balance sheet	Temporary equity balance sheet Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2023 2,119,236 $ 23,479,441 Plus: Re-measurement of carrying value to redemption value - 485,713 Class A ordinary shares subject to possible redemption at March 31, 2024 2,119,236 $ 23,965,154 Less: Redemptions (1,957,683 ) (23,994,878 ) Reclassification of Class A redeemable shares (161,553 ) - Plus: Re-measurement of carrying value to redemption value - 29,724 Class A ordinary shares subject to possible redemption at June 30, 2024 and September 30, 2024 - $ -
Schedule of Earnings Per Share, Basic and Diluted	Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Class A Class A and B Class A Class A and B Class A Class A and B Class A Class A and B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ - $ (59,858 ) $ (366,271 ) $ (900,970 ) $ 68,613 $ 381,742 $ 709,016 $ 636,693 Denominator: Basic and diluted weighted average common shares outstanding - 5,911,553 2,337,549 5,750,000 1,051,884 5,852,352 6,403,151 5,750,000 Basic and diluted net income (loss) per common share $ - $ (0.01 ) $ (0.16 ) $ (0.16 ) $ 0.07 $ 0.07 $ 0.11 $ 0.11

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Liabilities Measured on Recurring Basis	Schedule of Fair Value, Liabilities Measured on Recurring Basis Description Level September 30, December 31, Assets: Cash and marketable securities held in trust account 1 $ - $ 23,332,031 Liabilities: Warrant liability – Public Warrants 2 13,800 287,500 Warrant liability – Private Placement Warrants 2 12,900 268,750
Schedule of Derivative Liabilities at Fair Value	Schedule of Derivative Liabilities at Fair Value Private Public Warrant Fair value as of January 1, 2024 $ 268,750 $ 287,500 $ 556,250 Change in fair value (117,175 ) (125,350 ) (242,525 ) Fair value as of March 31, 2024 $ 151,575 $ 162,150 $ 313,725 Change in fair value (138,675 ) (148,350 ) (287,025 ) Fair value as of June 30, 2024 $ 12,900 $ 13,800 $ 26,700 Change in fair value - - - Fair value as of September 30, 2024 $ 12,900 $ 13,800 $ 26,700 Private Public Warrant Fair value as of January 1, 2023 $ 233,275 $ 249,550 $ 482,825 Change in fair value 1,379,225 1,475,450 2,854,675 Fair value as of March 31, 2023 $ 1,612,500 $ 1,725,000 $ 3,337,500 Change in fair value (1,310,425 ) (1,401,850 ) (2,712,275 ) Fair value as of June 30, 2023 $ 302,075 $ 323,150 $ 625,225 Change in fair value 572,975 612,950 1,185,925 Fair value as of September 30, 2023 $ 875,050 $ 936,100 $ 1,811,150

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 29, 2021	Sep. 30, 2024	Apr. 15, 2024	Mar. 06, 2024	Feb. 06, 2024	Jan. 05, 2024	Dec. 31, 2023	Jun. 28, 2023	Jun. 25, 2023	Jan. 27, 2023
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	22,250,000
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	741,628
Additional paid-in capital	19,774,814	$ 6,592,111					$ 7,107,564
Warrant liability cost	$ 1,365,245
Proceeds from Issuance or Sale of Equity		6,789
Class A ordinary shares								3,347,468	4,312,500	17,533,296
Redemption price								$ 10.64		$ 10.38
Aggregate redemption amount										$ 181,900,000
Class of warrant or right, outstanding									8,062,500
Share price									$ 1
Aggregate deposit								$ 60,000
Aggregate redemptions amount								$ 35,601,649
Additional deposit				$ 60,000	$ 60,000	$ 60,000
Aggregate amount				$ 180,000	$ 180,000	$ 180,000
Ordinary shares exercise price			$ 11.50
Cash		43,585					$ 13,755
Working capital deficit		$ 1,886,196
Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Class A ordinary shares									4,237,500
Class B Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Class A ordinary shares									75,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	23,000,000
Sale of Stock, Price Per Share	$ 10
Sale of Stock, Consideration Received on Transaction	$ 230,000,000
Proceeds from Issuance or Sale of Equity	$ 234,600,000
Shares Issued, Price Per Share	$ 10.20
Share price	$ 0.35
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	3,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	10,750,000
Sale of Stock, Consideration Received on Transaction	$ 10,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Class A Ordinary Shares [Member] - USD ($)	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Class A ordinary shares subject to possible redemption, shares	2,119,236	2,119,236
Class A ordinary shares subject to possible redemption	$ 23,965,154	$ 23,479,441
Re-measurement on Class A ordinary shares subject to possible redemption amount	$ 29,724	$ 485,713
Redemptions shares	(1,957,683)
Redemptions amount	$ (23,994,878)
Reclassification of Class A Redeemable Shares, shares	(161,553)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Redeemable Class A Ordinary Shares [Member]
Allocation of net income (loss), as adjusted		$ (366,271)	$ 68,613	$ 709,016
Basic and diluted weighted average common shares outstanding		2,337,549	1,051,884	6,403,151
Basic and diluted net income (loss) per common share		$ (0.16)	$ 0.07	$ 0.11
Non Redeemable Class A And B Ordinary Shares [Member]
Allocation of net income (loss), as adjusted	$ (59,858)	$ (900,970)	$ 381,742	$ 636,693
Basic and diluted weighted average common shares outstanding	5,911,553	5,750,000	5,852,352	5,750,000
Basic and diluted net income (loss) per common share	$ (0.01)	$ (0.16)	$ 0.07	$ 0.11

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 29, 2021	Sep. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Cash		$ 43,585	$ 13,755
Cash equivalents		0	0
Proceeds of the sale of the Units		6,789
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	741,628
Accumulated deficit	1,365,245	(8,505,598)	(8,955,953)
Additional paid-in capital	$ 19,774,814
Unrecognized tax benefits		0	0
Accrued for interest and penalties		0	$ 0
Sale of units in initial public offering	22,250,000
Federal Depository Insurance Coverage		$ 250,000
Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Outstanding shares		5,836,553	7,794,236
Shares subject to possible redemption		0	2,119,236
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds of the sale of the Units	$ 234,600,000
Sale of units in initial public offering	23,000,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended
	Oct. 29, 2021	Sep. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	22,250,000
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	$ 741,628
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	23,000,000
Sale of Stock, Price Per Share	$ 10
Sale of units per share	$ 10.20
Sale of units in initial public offering aggragate amount	$ 234,600,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	10,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Private Placement [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2024	Oct. 29, 2021
Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price		$ 1
Private Placement [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price	$ 11.50	$ 11.50
Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued	10,750,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Aug. 08, 2024

Jan. 05, 2023

Oct. 07, 2022

Oct. 29, 2021

Apr. 29, 2021

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Jul. 02, 2023

Jun. 28, 2023

Jun. 25, 2023

Jan. 30, 2023

Jan. 27, 2023

Jan. 26, 2023

Related Party Transaction [Line Items]

Stock price

$ 1

Class A ordinary shares

3,347,468

4,312,500

17,533,296

Class of warrant or right, outstanding

8,062,500

Outstanding invoice

$ 31,000

$ 31,000

Pay certain liabilities

300,000

300,000

Loan

60,000

60,000

Proceeds from (Repayments of) Notes Payable

$ 300,000

Notes Payable

279,597

Notes Receivable Related Party

$ 20,403

Promissory note

$ 1,000,000

Aggregate principal amount

$ 2,000,000

$ 250,000

$ 750,000

Maturity date

Jun. 30, 2025

Promissory note - related party

1,109,412

1,109,412

$ 682,508

Payments for Other Fees

0

60,000

Accrued Liabilities and Other Liabilities

0

$ 0

0

Related Party Loans Description

The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant.

Business Combination amount

$ 375,000

Commitment fee

$ (125,000)

125,000

Sponsor description

the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.

Working capital

250,000

$ 250,000

Fair value of founder shares

83,250

Fair value of founder shares, value

$ 294,289

Volatility

107.88%

Risk-free rate

4.78%

Closing price

$ 0.03

Proceeds from issuance of stock

6,789

Sponsor contribution

$ 0

$ 250,000

Private Warrants [Member]

Related Party Transaction [Line Items]

Warrants issued

250,000

Warrants shares, value

$ 7,500

Warrants issued, value

$ 301,789

T K B [Member]

Related Party Transaction [Line Items]

Banking Regulation, Total Capital, Actual

$ 10,000

$ 10,000

Forward Purchase Agreements [Member]

Related Party Transaction [Line Items]

Shares Description

The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial business combination.

Class A Ordinary Shares [Member]

Related Party Transaction [Line Items]

Class A ordinary shares

4,237,500

Class B Ordinary Shares [Member]

Related Party Transaction [Line Items]

Class A ordinary shares

75,000

Additional Paid-in Capital [Member]

Related Party Transaction [Line Items]

Capital contribution from forgiveness of related party expenses (note 5)

$ 60,556

60,556

Administrative services

57,335

Reimbursable expenses

$ 3,221

Anchor Investors [Member]

Related Party Transaction [Line Items]

Number of shares acquired

1,173,000

Value of common stock acquired

$ 7,753,530

Stock price

$ 6.61

$ 6.61

Sponsor [Member]

Related Party Transaction [Line Items]

Number of shares issued, shares

5,750,000

Stock Issued During Period, Value, Issued for Services

$ 25,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period

750,000

Principal amount

$ 300,000

Advance from related parties

$ 250,000

Sponsor [Member] | Class B Ordinary Shares [Member]

Related Party Transaction [Line Items]

Number of shares issued, shares

23,883

Stock Issued During Period, Value, Issued for Services

$ 28,946

Founder Shares [Member]

Related Party Transaction [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period

750,000

Shareholders_ Deficit (Details

Shareholders’ Deficit (Details Narrative) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Jun. 28, 2023	Jan. 18, 2023
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,000,000	1,000,000
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock, Shares issued	0	0
Preferred stock, Shares outstanding	0	0
Remaining converted shares			25,000
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Shares issued	5,836,553	5,675,000		28,650,000
Common stock, Shares outstanding	5,836,553	5,675,000		28,650,000
Shares subject to possible redemption	0	2,119,236
Outstanding shares	5,836,553	7,794,236
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Shares issued	75,000	75,000		100,000
Common stock, Shares outstanding	75,000	75,000		100,000
Outstanding shares				5,650,000

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share redemption price per share | $ / shares	$ 18
Warrant [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued	22,250,000
Public Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued	11,500,000
Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price | $ / shares	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued	10,750,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended				2 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 21, 2023	Jun. 20, 2023	Oct. 29, 2021	Aug. 26, 2021	Aug. 24, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 25, 2023	Oct. 07, 2022	Aug. 16, 2022
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount			$ 3,850,000
Share price											$ 1
Deferred underwriting commissions			$ 8,800,000					$ 8,800,000
Aggregate amount of underwriting commissions								8,800,000
Ordinary shares				45,000
Hourly payment												$ 125	$ 125
Sponsor fees						$ 0		0
Accounts payable and accrued expenses						0		0		$ 0
Forgiveness of Debt					$ 42,181		$ 42,181		$ 4,692,176
Business combination, related costs								16,000
Deferred legal fees	$ 3,730,114	$ 3,730,114						0	431,793
Deferred legal fee								0	$ 2,657,577
Overpayment amount						147,410		147,410
Trust Account receivable						$ 0		0		147,410
Accounts Payable And Accrued Expenses [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees								$ 234,849		$ 234,849
Class B Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Shares assigned to vendor												23,883
Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price						$ 11.50		$ 11.50
Vendor Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Related party costs				$ 250,000
Consulting Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Professional Fees								$ 350,000
Acquisition Costs, Period Cost								$ 1,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Over-Allotment Units			3,000,000
Proceeds from initial public offering for deferred fee			$ 30,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Share price			$ 0.35

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account		$ 23,332,031
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability - Public Warrants	13,800	287,500
Warrant liability - Private Placement Warrants	$ 12,900	$ 268,750

Fair Value Measurements (Deta_2

Fair Value Measurements (Details 1) - Warrant [Member] - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Private Placement Warrants [Member]
Derivative warrant liabilities, at beginning	$ 12,900	$ 151,575	$ 268,750	$ 302,075	$ 1,612,500	$ 233,275
Change in fair value		(138,675)	(117,175)	572,975	(1,310,425)	1,379,225
Derivative warrant liabilities, at ending	12,900	12,900	151,575	875,050	302,075	1,612,500
Public Warrants [Member]
Derivative warrant liabilities, at beginning	13,800	162,150	287,500	323,150	1,725,000	249,550
Change in fair value		(148,350)	(125,350)	612,950	(1,401,850)	1,475,450
Derivative warrant liabilities, at ending	13,800	13,800	162,150	936,100	323,150	1,725,000
Warrant Liability [Member]
Derivative warrant liabilities, at beginning	26,700	313,725	556,250	625,225	3,337,500	482,825
Change in fair value		(287,025)	(242,525)	1,185,925	(2,712,275)	2,854,675
Derivative warrant liabilities, at ending	$ 26,700	$ 26,700	$ 313,725	$ 1,811,150	$ 625,225	$ 3,337,500

Fair Value Measurements (Deta_3

Fair Value Measurements (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value price per warrant	$ 0.0012	$ 0.03
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability - Public Warrants	$ 13,800	$ 287,500
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	13,800	287,500
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	$ 12,900	$ 268,750